DEF 14A of Mercer International Inc., Apr 21, 2026

DEF 14A of Mercer International Inc.

Filed Apr 21, 2026 · FY20250001193125-26-166737

Open on EDGAR

  1. Snapshot of Board Nominees

    Snapshot of Board Nominees The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.

  2. Snapshot of Board Nominees

    | | | | Director Since | | | | Committee Memberships(1) | | | | | | Name | Age | | Principal Occupation | | Independent | AC | HRC | GNC | EHSC | | | William D. McCartney | 70 | 2003 | President and Chief Executive Officer of Pemcorp Management Inc. | | | | | | | | | Juan Carlos Bueno | 57 | 2022 | President and Chief Executive Officer of the Company | | | | | | | | | James Shepherd | 73 | 2011 | Past director of Buckman Laboratories International Inc.; past President and Chief Executive Officer of Canfor Corporation | | | | | | | | | Linda J. Welty | 70 | 2018 | Past director of Huber Engineered Materials; past director of GCP Applied Technologies; past President of Flint Ink Corp. and the Specialty Group of H.B. Fuller Company | | | | | | | | | Rainer Rettig | 67 | 2020 | Past Senior Vice President Strategic Projects, BU Polycarbonates of Bayer MaterialScience; past Senior Vice-President of Circular Economy Program at Covestro (Deutschland) AG | | | | | | | | | Alice Laberge | 70 | 2021 | Past director of Russel Metals Inc.; past director of Nutrien Ltd.; past President and Chief Executive Officer of Fincentric Corporation | | | | | | | | | Janine North | 65 | 2021 | Director of Conifex Timber Inc. and Imperial Metals Corporation; past Chief Executive Officer of Northern Development Initiative Trust | | | | | | | | | Thomas Kevin Corrick | 70 | 2023 | Advisor to Farran Realty Partners LLC; past Chief Executive Officer of Boise Cascade Company | | | | | | | | | Markwart von Pentz | 63 | 2025 | Senior Advisor at Bundeswehr Consulting GmbH; past Senior Advisor, Office of the Chairman at Deere & Company; past director of John Deere Capital Corporation | | | | | | | | | | Chair | | | Member | | Chairperson since February 26, 2024 | | | | | AC Audit Committee HRC Human Resources Committee GNC Governance and Nominating Committee EHSC Environmental, Health and Safety Committee | | | | | | | | | | | | (1) Committee memberships are presented at the date hereof. It is expected that board of director ("Board") committees will be reconstituted after the Annual Meeting. | | | | | | | | | | |

  3. Board Snapshot

    Board Snapshot The following tables provide a snapshot of the independence, tenure and age of our director nominees.

  4. Board Refreshment

    Board Refreshment Over the last three years, we have identified and added two new directors. Their expertise in senior leadership, capital markets, public company boards, the forest products industry, international business and environment, health and safety complements and adds to the existing skills and expertise of other continuing directors.

  5. Snapshot of Attributes of Director Nominees

    Snapshot of Attributes of Director Nominees All director nominees exhibit the following personal attributes:

  6. Snapshot of Attributes of Director Nominees

    | • Integrity | • Diversity | | • Prepared to represent the best interests of all Shareholders | • A proven record of success | | • Prepared to participate actively in Board activities | • Collegiality |

  7. Snapshot of Attributes of Director Nominees

    Our director nominees also have the following qualifications:

  8. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS In accordance with our articles of incorporation and bylaws, each as may be amended from time to time, our Board is authorized to fix the number of our directors at not less than three (3) and not more than thirteen (13) and has fixed the number of directors at nine (9) for election at the Meeting. Directors are elected at each annual meeting of Shareholders to hold office until the next annual meeting. The persons identified below are nominated to be elected at the Meeting for the ensuing year. All of the nominees are currently directors previously elected by Shareholders. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified or until there is a decrease in the number of directors. If for any unforeseen reason any of the nominees for director declines or is unable to serve, Proxies will be voted for the election of such other person or persons as shall be designated by the directors. Our Board has no reason to believe that any of the nominees will decline to serve or will be unable, if elected. Proxies received which do not specify a choice for the election of the nominees will be voted "FOR" each of the nominees. Proxies cannot be voted for more than nine (9) persons since that is the total number of nominees. Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors, nominees or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other affiliate of ours. We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other traits discussed below in "Corporate Governance and Board Matters - Our Director Nominations Process". We believe that Mercer and all of its stakeholders benefit from the broader exchange of perspectives and balance brought by a diversity of background, thought and experience. We further believe that a diverse and balanced Board enhances our sustainability, understanding of risks and opportunities, decision-making processes and achievement of our strategic goals. We also endeavor to have a Board representing a range of skills and depth of experience in areas that are relevant to and contribute to the Board's oversight of our operations. The Board believes its current size is appropriate for the size and scope of our business. We believe that the following nominees represent a desirable mix of backgrounds, skills and experiences. Additionally, we believe that the specific leadership skills and other experiences of the nominees described below, particularly in the areas of forest products industry or related business experience, senior executive leadership, financial accounting/reporting, public company board experience, investment management, capital markets and finance, provide us with the perspectives and judgment necessary to guide our strategies and monitor their execution. Each nominee elected as a director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such director's duties, including by attending meetings of our Shareholders and meetings of the Board and committees of which such director is a member. Following the biographical information for each director nominee, we describe the key experience, qualifications and skills our director nominees bring to the Board that, for reasons discussed below, are important in our business and a Board diversity mix. The Board considered these experiences, qualifications and skills and the directors' other qualifications in determining to recommend that the directors be nominated for election:

  9. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Industry and related business experience | We seek directors who have knowledge of and experience in the forest products industry, which is useful in understanding the operations of large manufacturing facilities, fiber procurement and harvesting, pulp, lumber and energy production, logistics and sales aspects of our business. Relevant experiences might include, among other things, forest products Chief Executive Officer or senior executive experience, international experience and relevant senior-level expertise in one or more of the following areas: forest products, bioenergy, chemicals, wood extractives, capital markets, finance and accounting. | | Senior leadership experience | We believe that it is important for our directors to have served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations. Senior leadership experience is necessary to ensure achievement of our strategic priorities and objectives. |

  10. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Public company board experience | Directors who have served on other public company boards can offer advice and perspective with respect to Board dynamics and operations, oversight and leadership, the relationship between the Board and management and other matters, including: | | | | • corporate governance; • executive compensation; • oversight of strategic risk management; | • oversight of sustainability and environmental, social and governance ("ESG") matters; • operational and compliance-related matters; and • relations with Shareholders. | | Capital markets and financial experience | Directors who have capital markets experience can offer advice and perspective on investor expectations and perspectives, capital raising, appropriate capital structure, financing strategic transactions, including mergers and acquisitions, financial statements and financial reporting matters. | | | International business experience | We operate internationally and a significant majority of our employees and operations are outside the United States and primarily in Canada and Germany. Further, a significant majority of our customers are located in Europe and China. Accordingly, international business experience is desirable. | | | ESG | We value and seek directors who have experience in ESG and corporate social responsibility matters, as their advice and perspective can strengthen the Board's oversight and ensure that our strategic goals are achieved within a responsible and sustainable business model. | | | Business development and growth in strategic areas | Directors who have experience in business development and mergers and acquisitions can offer advice and insight of both organic and inorganic growth strategies, the identification of acquisition targets, and analyzing cultural and strategic fit that is instrumental to our long-term success. | | | Risk management | We value directors who have experience in taking a thoughtful and coordinated approach to risk management, including a clear understanding and oversight of the various risks that we face. | | | Diversity | We value representation on the Board of diverse perspectives, backgrounds, skills and experiences that strengthens the Board and also reflects the diversity of our Shareholders, employees, customers, suppliers and communities. | |

  11. PROPOSAL 1 – ELECTION OF DIRECTORS

    | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS. |

  12. Nominees for Election as Directors

    Nominees for Election as Directors

  13. Nominees for Election as Directors

    | Juan Carlos Bueno | JUAN CARLOS BUENO, age 57, has served as Chief Executive Officer and President and as a director since May 2022. His previous roles include serving as the Chairman of the Board and co-founder of Global Energy, which produces novel green energy generation devices, from 2018 to March 2022. Prior to that, from 2011 to 2017, Mr. Bueno was the Executive Vice President and Divisional CEO, Biomaterials for Stora Enso Oyj, a manufacturer of pulp, paper and other forest products. At Stora Enso Oyj he designed and led their new biomaterials division, growing sales and profitability. The business included six manufacturing sites and a team of approximately 2,000 employees. Mr. Bueno created a vision and strategy to expand into new sectors such as lignin and hemicellulose. He also has broad experience in investor relations, board interaction and other key CEO functions. Prior to that, Mr. Bueno served in executive positions including Vice President, Crop Protection, President Agar Cross, Commercial Manager, Global Financial Analyst and Business Consultant with EI DuPont de Nemours & Company in Brazil, UK, Argentina, Colombia and USA. EI Dupont de Nemours & Company merged with the Dow Chemical Company to create DowDuPont. Mr. Bueno holds, among other things, a BSc., Industrial Engineering degree and a graduate degree in Negotiation & International Relations. |

  14. Nominees for Election as Directors

    | Director Qualifications | | • Mr. Bueno has extensive knowledge and experience in biomaterials, sales, marketing, strategy development and management. He brings to the Board global industrial experience and product experience and a proven track record of achieving commercial and operational excellence over a 30-year career. As our Chief Executive Officer, Mr. Bueno provides the Board with exposure to our executive team and insight into our specific strategic and operational challenges and opportunities. |

  15. Nominees for Election as Directors

    | William D. McCartney | WILLIAM D. MCCARTNEY, age 70, has served as Chairman since February 2024, and as a director since January 2003 and was Lead Director from May 28, 2021 to February 2024. He has been the President and Chief Executive Officer of Pemcorp Management Inc., a corporate finance and management consulting firm, since its inception in 1990. From 1984 to 1990, he was a founding partner of Davidson & Company, Chartered Accountants, where he specialized in business advisory services. He has been involved with numerous capital restructuring and financing events involving several public companies and brings substantial knowledge relating to the financial accounting and auditing processes. He is a chartered professional accountant and has been a member of the Chartered Professional Accountants of Canada since 1980. He holds a Bachelor of Arts degree in Business Administration from Simon Fraser University. |

  16. Nominees for Election as Directors

    | Director Qualifications | | • As Chairperson, Mr. McCartney leads and assists the Board in the discharge of its duties and responsibilities and provides the requisite leadership to ensure that the Board functions effectively and cohesively. He has extensive experience in accounting, finance and capital and international markets. |

  17. Nominees for Election as Directors

    | James Shepherd | JAMES SHEPHERD, age 73, has served as a director since June 2011. Mr. Shepherd was President and Chief Executive Officer of Canfor Corporation from 2004 to 2007 and Slocan Forest Products Ltd. from 1999 to 2004. He is also the former President of Crestbrook Forest Industries Ltd. and Finlay Forest Industries Limited and the former Chairman of the Forest Products Association of Canada. Mr. Shepherd has previously served as a director of Conifex Timber Inc., Canfor Corporation and Canfor Pulp Income Fund (now Canfor Pulp Products Inc.). Mr. Shepherd holds a degree in Mechanical Engineering from Queen's University. |

  18. Nominees for Election as Directors

    | Director Qualifications | | • Mr. Shepherd has held several chief executive officer leadership and other senior positions in the forest industry. As a result, Mr. Shepherd brings to the Board extensive senior executive experience relevant to our operations, public company board experience and an understanding of all aspects of the forest products business, ranging from fiber harvesting to lumber and pulp and paper operations. He also brings to our Board significant experience and background in the designing, execution and implementation of large, complex capital projects at large manufacturing facilities like our mills. |

  19. Nominees for Election as Directors

    | Linda J. Welty | LINDA WELTY, age 70, has served as a director since June 2018. Ms. Welty was an independent director of Huber Engineered Materials, a global manufacturer of engineered specialty ingredients, a portfolio company of J.M. Huber Corporation from 2014 to 2024. From 2020 to September 2022, Ms. Welty was also elected as a director of GCP Applied Technologies Inc., which is a global provider of specialty construction chemicals and building materials. She formerly served as chairman and a director of the Atlanta Chapter of the National Association of Corporate Directors, whose mission is to advance excellence in corporate governance. From 2010 to 2011 she served as a director and member of the special committee of Massey Energy Company. She served as an independent director of Vertellus Specialties, Inc. from 2007 to 2016. Ms. Welty was President and Chief Operating Officer of Flint Ink Corp., a global producer of printing inks for packaging and publication from 2003 to 2005. From 1998 to 2003, she served as President of the Specialty Group of H.B. Fuller Company, a global manufacturer of adhesives, sealants and coatings. She also served for over twenty years in global leadership roles for Hoechst AG and its former U.S. subsidiary, Celanese. Ms. Welty is a National Association of Corporate Directors (NACD) Certified Director and NACD Board Leadership Fellow and holds a Bachelor of Science in Chemical Engineering from the University of Kansas. |

  20. Nominees for Election as Directors

    | Director Qualifications | | • Ms. Welty brings to the Board extensive U.S. public company board experience and global industrial experience in corporate governance, executive leadership, operations, sales, marketing and manufacturing roles in the chemicals, specialty chemicals and energy industries. |

  21. Nominees for Election as Directors

    | Rainer Rettig | RAINER RETTIG, age 67, has served as a director since February 2020. Mr. Rettig served as Senior Vice-President of the Circular Economy Program at Covestro AG (formerly known as Bayer Material Science, a subgroup of Bayer AG), one of the world's leading manufacturers of high-tech polymer materials from 2019 until 2020 and held various other management positions at Bayer Material Science between 2002 and 2019. Mr. Rettig brings significant experience in sales, marketing and strategy development in the field of chemicals and plastics. He had several senior leadership roles in Germany, Japan, Hong Kong and China. He holds a Ph.D in polymer chemistry and polymer processing from the Technical University of Darmstadt in Germany. |

  22. Nominees for Election as Directors

    | Director Qualifications | | • Mr. Rettig has extensive knowledge and experience in manufacturing, sales, marketing, strategy development and management. He brings to the Board extensive global industrial experience and insight into the European and Asia-Pacific markets. |

  23. Nominees for Election as Directors

    | Alice Laberge | ALICE LABERGE, age 70, has served as a director since February 2021. Ms. Laberge served as a director of Russel Metals Inc., a metal distribution company, from 2007 to 2025. Ms. Laberge is also a director of the Canadian Public Accountability Board. Ms. Laberge also served as a director of Potash Corporation of Saskatchewan from 2003 to 2018, and Nutrien Ltd. from 2018 to May 2024. She retired from the board of the Royal Bank of Canada in January 2021, on which she served for over 15 years. She formerly served as President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions, until 2005, and was previously Chief Financial Officer and Senior Vice-President, Finance for MacMillan Bloedel Ltd. Ms. Laberge is a Fellow of the Institute of Corporate Directors, and holds an MBA from the University of British Columbia and a Bachelor of Science from the University of Alberta. |

  24. Nominees for Election as Directors

    | Director Qualifications | | • Ms. Laberge brings to the Board extensive senior executive experience relevant to our operations and an understanding of the forest products business. She also brings significant corporate governance and public company board experience from a wide variety of companies. Ms. Laberge also has extensive knowledge in financial and accounting matters. |

  25. Nominees for Election as Directors

    | Janine North | JANINE NORTH, age 65, has served as a director since February 2021. Ms. North is currently a director of Conifex Timber Inc., a forest products company, and Imperial Metals Corporation, a Canadian mining company. She was formerly a director of the Fraser Basin Council and the BC Ferry Services Corp. Ms. North retired from the Northern Development Initiative Trust in 2016 after serving 11 years as the founding Chief Executive Officer. Ms. North holds a Diploma in Management Studies from the Executive MBA Program at Simon Fraser University and a Bachelor of Science from the University of Alberta. |

  26. Nominees for Election as Directors

    | Director Qualifications | | • Ms. North brings with her significant public company board experience, and in particular, with companies involved in the resource sector. In particular, she has extensive knowledge and experience relevant to our operations in the forest products industry, including financings and strategic transactions in the industry, as well as corporate governance and talent management. |

  27. Nominees for Election as Directors

    | Thomas Kevin Corrick | THOMAS KEVIN CORRICK, age 70, has served as a director since May 2023. Mr. Corrick has served as an advisor to Farran Realty Partners, LLC, a multi-family apartment developer in the Intermountain West of the United States, from 2020 to 2026. He also served as Chief Executive Officer for Boise Cascade, one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products, from 2015 to 2020. Mr. Corrick began his Boise Cascade career in 1980 in finance, including roles in audit, treasury, and planning, and then moved into several leadership roles with the Wood Products manufacturing division. Under his leadership as Vice President, then Senior Vice President, the engineered wood products business grew to a market leadership position and became one of the key growth and profit engines for the company. Key accomplishments as CEO include implementing a systematic, company-wide focus on mission and values, significantly expanding leadership development and succession planning activities, with a focus on diversity and inclusion, and leading an initiative to create an owner-focused capital allocation strategy and mindset across the company. During his tenure as CEO, the company substantially improved its competitive position by expanding core capacity, selling and closing non-strategic assets, and strengthening its balance sheet by refinancing its entire debt portfolio. Mr. Corrick has served on several advisory committees and boards. He currently serves as a board member for the Treasure Valley YMCA and the St. Luke’s Health System. Previously he served as a director for the Salt Lake City branch of the Federal Reserve Bank of San Francisco and the American Wood Council (AWC), where he served as chair. He received both his bachelor's and master's degrees in business administration from Texas Christian University. |

  28. Nominees for Election as Directors

    | Director Qualifications | | • Mr. Corrick brings to the Board extensive senior executive and leadership experience spanning more than forty years. He also has significant knowledge and experience relevant to our operations in the forest products industry and in strategic development, financial and accounting matters. |

  29. Nominees for Election as Directors

    | Markwart von Pentz | MARKWART VON PENTZ, age 63, has served as a director since May 2025. Mr. von Pentz is currently the senior advisor to Bundeswehr Consulting GmbH, a consulting arm of the German Armed Forces. He has also been the Senior Advisor, Office of the Chairman at Deere & Company, a global leader in the production of agricultural, turf, construction, and forestry equipment and solutions, from 2023 to 2024. From 2007 to 2023, Mr. von Pentz was the President, Global Agriculture & Turf Division at Deere & Company. He is also an advisory council member of both Goldbeck Solar Group GmbH and Mafi/Trepel GmbH. Mr. von Pentz formerly served on the board of directors of John Deere Capital Corporation. He has an advanced degree in business administration from Hamburg University and an honorary doctorate in agricultural sciences from the University of Hohenheim. |

  30. Nominees for Election as Directors

    | Director Qualifications | | • Mr. von Pentz brings to the Board 30 years of experience as a senior executive and significant knowledge of technology and digitalization in manufacturing and technical industries. He also has experience as a board director and committee member. |

  31. Snapshot of Attributes of Director Nominees

    Snapshot of Attributes of Director Nominees All director nominees exhibit the following personal attributes:

  32. Snapshot of Attributes of Director Nominees

    | • Integrity | • Diversity | • Collegiality | | • Prepared to represent the best interests of all Shareholders | • A proven record of success | • Prepared to participate actively in Board activities |

  33. Snapshot of Attributes of Director Nominees

    Our director nominees also have the following qualifications and attributes:

  34. Snapshot of Attributes of Director Nominees

    | | Industry and Related Experience | Senior Leadership Experience | Public Company Board Experience | Capital Markets and Financial Experience | International Business Experience | Environment, Health and Safety Experience | Business Development, Mergers and Acquisitions and Growth Experience | | Juan Carlos Bueno |  |  | |  |  |  |  | | William D. McCartney | |  |  |  |  | |  | | James Shepherd |  |  |  |  |  |  |  | | Linda J. Welty |  |  |  |  |  |  |  | | Rainer Rettig |  |  | | |  |  |  | | Alice Laberge |  |  |  |  | | |  | | Janine North |  |  |  |  | |  |  | | Thomas Kevin Corrick |  |  |  |  |  |  |  | | Markwart von Pentz |  |  | |  |  |  |  |

  35. DIRECTORS' COMPENSATION

    DIRECTORS' COMPENSATION

  36. Directors' Compensation

    Directors' Compensation During the 2025 fiscal year, our non-employee directors were entitled to the following annual cash retainers and awards in respect of their Board term:

  37. Directors' Compensation

    | | Cash Retainer | Restricted Stock Awards/Deferred Stock Units | | Non-Employee Directors (other than the Chairperson) | $80,000 | $100,000(1)(2) | | Chairperson | $135,000 | $165,000(1)(2) | | Chair of Audit Committee | $20,000 | N/A | | Chair of Human Resources Committee | $20,000 | N/A | | Chair of Governance and Nominating Committee | $20,000 | N/A | | Chair of Environmental, Health and Safety Committee | $20,000 | N/A |

  38. Directors' Compensation

    (1) In connection with his or her role as a non-employee director of Mercer, each non-employee director received grants of restricted stock (or at their election, DSUs or cash-settled deferred stock units ("Cash DSUs") in lieu of the restricted stock) equal to $100,000 annualized (for our non-employee directors), and $165,000 annualized (for our Chairperson). 269,554 of such awards vest on the date of this Meeting. (2) The grant date fair value is based on a Share value being the trading price at the time of grant multiplied by the number of stock awards. Non-employee directors who elected to receive DSUs in lieu of restricted stock are entitled to settlement of such units in Shares, upon ceasing to be a director, unless deferred in accordance with its terms, and non-employee directors who elected to receive Cash DSUs in lieu of restricted stock are entitled to settlement of such units in cash based on the fair market value of a Share and dividend equivalents upon ceasing to be a director, unless deferred in accordance with its terms. Pursuant to our Non-Employee Director Compensation Plan and Directors' Cash Only Deferred Stock Unit Plan (together, the "Non-Employee Director Incentive Program"), our Chairperson and other non-employee directors are annually awarded restricted stock, or DSUs or Cash DSUs in lieu of restricted stock with a grant date fair value of $165,000 and $100,000, respectively. See "Non-Employee Director Incentive Program" below. In fiscal 2025, we also reimbursed our directors for expenses incurred in connection with their duties as our directors. Our directors do not receive fees for attendance at meetings of the Board or a committee. The Human Resources Committee is responsible for reviewing annually our director compensation practices in relation to those of our peer group companies. Any changes to be made to our director compensation practices must be recommended by the Human Resources Committee for approval by the full Board. In 2026, our Board determined to institute a floor price of $4.00 for all annual equity grants and awards for 2026, including to executives, employees and members of the Board (not including pursuant to elections made by applicable directors to receive grants in lieu of their cash retainers). See "Executive Compensation Objectives and Program Design - 2026 Compensation Updates" for more information.

  39. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation paid to our non-employee directors in their capacity as directors during the 2025 fiscal year. Mr. Bueno, as our Chief Executive Officer, did not receive any additional compensation for his services as director.

  40. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | William D. McCartney | 135,000 | 165,000(3) | - | - | - | - | 300,000 | | James Shepherd | 100,000 | 100,000(4) | - | - | - | - | 200,000 | | Alan Wallace | 100,000 | 100,000(4) | - | - | - | - | 200,000 | | Linda Welty | 100,000 | 100,000(3) | - | - | - | - | 200,000 | | Rainer Rettig | 100,000 | 100,000(4) | - | - | - | - | 200,000 | | Alice Laberge | 80,000 | 100,000(5) | - | - | - | - | 180,000 | | Janine North | 80,000 | 100,000(5) | - | - | - | - | 180,000 | | Thomas Corrick | 80,000 | 100,000(3) | - | - | - | - | 180,000 | | Markwart von Pentz | 80,000 | 100,000(4) | - | - | - | - | 180,000 | | Torbjörn Lööf(6) | - | - | - | - | - | - | - |

  41. Director Compensation Table

    (1) Reflects the cash fees earned by non-employee directors whether or not such fees were deferred or received in equity. (2) Stock awards granted to non-employee directors consisted of shares of restricted stock or DSUs or Cash DSUs (if so elected by a non-employee director to be received in lieu of restricted stock) under our Non-Employee Director Incentive Program. The amounts shown represent the aggregate grant date fair value for Shares of restricted stock, DSUs and Cash DSUs, as determined under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), excluding any forfeiture adjustments. For a discussion of the valuation assumptions, see Note 1 to our consolidated financial statements included in the 2025 Form 10-K. The grant date fair value is based on an average Share value of $3.58 per Share, being the trading price at the time of the grant, multiplied by the number of stock awards granted to each non-employee director. (3) Each of Mr. McCartney, Ms. Welty and Mr. Corrick elected to receive 100% of their 2025 Board and committee equity compensation in DSUs under our Non-Employee Director Incentive Program as follows: Mr. McCartney received 46,090 DSUs on June 2, 2025 (vesting on the date of this Meeting), and Ms. Welty and Mr. Corrick received 27,933 DSUs on June 2, 2025 (vesting on the date of this Meeting). See "Non-Employee Director Incentive Program" on page 35. (4) Each of Mr. Shepherd, Mr. Wallace, Mr. Rettig and Mr. von Pentz received 100% of their 2025 Board and committee equity compensation in restricted stock as follows: each of Mr. Shepherd, Mr. Wallace, Mr. Rettig and Mr. von Pentz received 27,933 restricted stock on June 2, 2025 (vesting on the date of this Meeting). (5) Each of Ms. Laberge and Ms. North elected to receive 100% of their 2025 Board and committee equity compensation in Cash DSUs under our Non-Employee Director Incentive Program as follows: each of Ms. Laberge and Ms. North received 27,933 Cash DSUs on June 2, 2025 (vesting on the date of this Meeting). See "Non-Employee Director Incentive Program" on page 35. Mr. Lööf did not stand for re-election at the annual meeting of Shareholders on May 30, 2025.

  42. The following provides certain background information about each of our executive officers other than Juan Carlos Bueno, whose information appears above under "Nominees for Election as Directors":

    The following provides certain background information about each of our executive officers other than Juan Carlos Bueno, whose information appears above under "Nominees for Election as Directors": Richard Short, age 58, has served as Chief Financial Officer and Secretary since June 2023 and was previously the Vice President, Controller since February 2014 and as Controller from November 2010 to February 2014, prior to which he served as Director, Corporate Finance since joining Mercer in 2007. Previous roles include Controller, Financial Reporting from 2006 to 2007 and Director, Corporate Finance from 2004 to 2006 with Catalyst Paper Corporation and Assistant Controller at The Alderwoods Group Inc. Mr. Short holds a Bachelor of Arts in Psychology from the University of British Columbia and is a member of the Chartered Professional Accountants of British Columbia. Adolf Koppensteiner, age 65, has served as Chief Operating Officer, Pulp Products since August 2022, and previously served as Chief Operating Officer since January 1, 2018 and has served as Managing Director, Operations and Technical of the Stendal mill since October 2013. Previously, he served as Mill Manager at the Rosenthal mill since joining Mercer in 2007. In the past, Mr. Koppensteiner was the Managing Director of Kvaerner Central Europe, where he was responsible for sales and service for fifteen years. His entire career has been in the pulp and paper industry, where he has held a variety of positions building up significant experience in engineering, project work, and pulp mill start-ups, as well as the development and optimization of operating processes. Wolfram Ridder, age 64, has served as Senior Vice President, Innovation & Government Relations since February 2023, and previously served as Vice President of Business Development from 2005. Prior to this, he served as Managing Director at Mercer's Stendal mill from 2001 to 2005. Mr. Ridder also served as Vice President Pulp Operations, Assistant to Chief Executive Officer from 1999 to 2005 and Assistant Managing Director at the Rosenthal mill from 1995 to 1998. Prior to joining Mercer, Mr. Ridder worked as a scientist for pulping technology development at the German Federal Research Center for Wood Science and Technology in Hamburg from 1988 to 1995. Mr. Ridder has a Master of Business Administration and a Master of Wood Science and Forest Product Technology from Hamburg University. Dr. Carsten Merforth, age 59, has served as Chief Operating Officer, Wood Products since August 2022, prior to which he was the Managing Director of the Friesau sawmill since April 2017. Dr. Merforth was previously the managing director of several high-capacity sawmills for Rettenmeier Holding AG from 2000 to 2010 and from 2013 to 2014 and Pfeifer Holz GmbH from 2010 to 2012. Dr. Merforth serves as a board member of the German Sawmill Association DeSH, is the Vice President of the Main Association of the German Wood Industry HDH and is a board member of the European Sawmilling Association EOS. He is also the spokesperson for the Raw Wood Working Group. He holds a Master of Forestry from Georg August University and a Doctorate of Forestry Economics from Albert Ludwigs University. Cindy Alekson, age 52, has served as Vice President, Controller since April 2023. Before this, she held the position of Director, External Reporting since joining Mercer in November 2011. Her previous roles include management positions responsible for financial reporting for public companies across several industries, including mining, high-tech and consumer products. Ms. Alekson holds a Bachelor of Science degree from the University of British Columbia and is a member of the Chartered Professional Accountants of British Columbia. Genevieve Stannus, age 56, has served as Vice President, Treasurer since February 2021 and as Treasurer from July 2005 to February 2021, prior to which she served as Senior Financial Analyst since joining Mercer in August 2003. Prior to her role at Mercer, Ms. Stannus held Senior Treasury Analyst positions with Catalyst Paper Corporation and Pacifica Papers Inc. Ms. Stannus has over twenty years of experience in the forest products industry. She is a member of the Chartered Professional Accountants of British Columbia. Wolfgang Beck, age 52, has served as Senior Vice President, Global Product Sourcing since September 1, 2022. Mr. Beck has served in different leading functions in Mercer’s German wood business since 2005, and most recently, he was Managing Director of Mercer Holz since 2016. In the past, Mr. Beck worked for a German state forest organization and in the German financial sector at the beginning of his career. He has been Managing Director of wood2M since 2016, a joint venture company of Mercer and another pulp and paper manufacturer. Mr. Beck is a committee chairman or member of various wood industry associations. Guy Arguin, age 61, has served as Chief Human Resources Officer since January 2022, prior to which he was Senior Vice President, Human Resources for the Global Resources sector of SNC-Lavalin and Senior Vice President Human Resources and Human Resources Director roles with British American Tobacco p.l.c. across the Middle East, Northern Europe, France and Canada. Mr. Arguin started his professional career with Domtar Corporation in Montreal. Mr. Arguin has diverse human resources experiences across several sectors, such as engineering and consulting services, oil and gas, mining, consumer products and pulp and paper. Mr. Arguin holds a Master's Degree in Industrial Relations and Human Resources from the Université du Québec en Outaouais and a Bachelor of Arts in Industrial Relations from McGill University. He is also a Certified Human Resources Professional and a certified Executive Coach from the Academy of Executive Coaching in the U.K.

  43. 2026 Compensation Updates

    2026 Compensation Updates In 2026, the Committee and Board implemented measures relating to our compensation programs to reflect current challenging market conditions and to align with our focus on liquidity. In furtherance thereof, and among other things, the Committee and Board approved the following measures: Deferral of STIP awards: Given current market conditions and our focus on liquidity, short-term incentive program ("STIP") awards to our NEOs and certain other executives have been deferred for cash conservation purposes until the third quarter of 2026, at which time the Committee will review and make further recommendations based on various factors, including financial condition at the time. • Floor Price: To mitigate the impact of the current low trading price of our Shares and in furtherance of our goal of responsibly managing Share and equity usage under our 2022 Plan, the Committee and Board instituted a floor price of $4.00 for all annual equity grants and awards for 2026, including to executives, employees and members of the Board (not including pursuant to elections made by applicable directors to receive grants in lieu of their cash retainers). Such floor price is significantly above the trading price range of our Shares at the time of the equity grants. • Introduction of Cash-Settled PSUs: In order to minimize our longer-term burn rate and mitigate potential Shareholder dilution, the Committee and Board determined that performance share units or "PSUs" granted in 2026 would be granted as cash-settled PSUs, which are intended to be settled in cash to the extent that performance metrics are met. These performance metrics are linked to measures relating to financial performance and liquidity. See "Long-Term Incentive Program - 2026 LTIP Re-Design". In addition, to better align long-term performance metrics with our strategy, our long-term incentive program ("LTIP") was re-designed in 2026 to adjust and revise, among other things, performance metrics and weightings, including the addition of a new performance criterion tied to our net leverage ratio in order to reflect our balance sheet goals. See "Long-Term Incentive Program - 2026 LTIP Re-Design" below for more information.

  44. Compensation Mix

    Compensation Mix We seek to accomplish our executive compensation objectives through an appropriate mix of short-term and long-term compensation, by providing a larger percentage of our executive officers' total compensation opportunity in the form of equity compensation and by ensuring that a significant portion of our executive officers' total pay opportunity is in the form of performance-based or at risk compensation. In general, employees with more ability to directly influence overall business performance have a greater portion of: variable, performance-based pay at risk; and • overall compensation provided through long-term incentives and equity incentive programs. Fixed vs. Performance-based Compensation. We believe our mix of fixed (primarily base salary) and performance-based compensation (primarily annual cash incentives and PSUs and, in 2026, cash-settled PSUs), supports our overall pay-for-performance culture and drives superior business performance. The percentage of an executive's compensation opportunity that is performance-based, versus fixed, is based primarily on the employee's role. For fiscal 2025, our Chief Executive Officer's percentage of target variable performance-based compensation to total target compensation was 75%. Short-term vs. Long-term Compensation. We believe our total compensation mix of short-term (primarily base salary and annual cash incentive bonuses) and long-term (primarily PSUs and, in 2026, cash-settled PSUs and "restricted stock units" or "RSUs", each of which has a three-year performance period and vesting period, respectively) incentives encourages focus on both long-term strategic objectives and shorter-term business objectives without excessive risk. Cash vs. Equity Compensation. We believe our mix of cash (base salary and annual cash incentive bonuses) and equity (primarily PSUs and, in 2026, cash-settled PSUs and RSUs) compensation, with a significant portion of each executive officer's total compensation opportunity coming through equity incentive grants, closely aligns the interests of our executives with those of our Shareholders.

  45. Compensation Components

    | Annual Incentive Bonus • Cash | To motivate and reward the achievement of financial and strategic priorities during the year | • Based on the expectations of the Board and management for our financial and operating performance for a fiscal year including the contribution of an NEO in achieving our goals as set forth in our STIP. • It also includes an NEO's achievement of the individual goals established for each NEO annually based upon such NEO's position and responsibility. • Measure an NEO's performance in achieving financial targets and operating, ESG, strategic and other goals. • Consideration of recommendations by our Chief Executive Officer for bonuses to be paid to our NEOs other than our Chief Executive Officer. | None. | | Long-term Equity Incentives • Performance Share Units • Restricted Stock • Restricted Stock Units • Deferred Stock Units • Performance Shares | To drive and reward long-term Shareholder value creation and to retain executives | • Generally based upon the long-term financial and operating expectations of the Board and management and the contribution an executive officer is expected to make in the future in achieving such expectations. • Granted primarily in the form of performance share units with a three-year vesting period, the final settlement of which is adjusted for our absolute and relative financial performance over that three-year period. In 2023, 2024 and 2025, long-term equity incentives granted to NEOs were exclusively in the form of PSUs. • Generally produce value to our NEOs if the price of our Shares appreciates, thereby aligning their interests with those of Shareholders through increased Share ownership. • All equity awards thereunder are granted at a minimum value equal to the fair market value as of the date of grant. We define "fair market value" as the closing market price of our Shares quoted on NASDAQ on the date of grant. • Incentive grants reviewed on an annual basis as part of the Committee's analysis of total compensation and the balance between the different elements thereof. | None. |

  46. Compensation Components

    | Perquisites and Other Benefits • Automobile • Health and retirement programs • Living/housing | To provide market-typical benefits to executives | • Structured to be within a reasonably competitive range relating to our peer companies. • Automobile benefits include the lease of a vehicle along with the fuel and maintenance expenses thereon. • Health benefits may include periodic physical consultations, dental and pharmaceutical benefits. • Contributions made to a defined contribution pension arrangement to the extent permissible by law on a tax deferred basis. Amounts in excess of those allowed by tax authorities are recorded in unfunded accounts or remitted to an investment account with a third-party fund until retirement or termination. • Our Chief Operating Officer, Pulp Products, receives a housing allowance of €10,200 per annum. | None. | | Other • Severance and change of control provisions | To provide protection against termination of employment for reasons beyond the executive's control | • Provided in certain executive employment contracts. • No "single trigger" change of control contracts. | None. |

  47. Annual Compensation Process

    | Human Resources Committee Annual Work Plan | | | | | Dec. – Feb. | Mar. – May | Jun. – Aug. | Sep. – Nov. | | • Evaluate prior year business performance and individual contributions in order to determine compensation decisions • Approve fiscal year compensation program design, long-term incentive awards and performance metrics for all incentive plans • Review and approve officer annual objectives | • Review Succession Plan practice and strategy • Review peer companies and benchmarking parameters • Review Committee performance • Review and approve CD&A | • Review "say-on-pay" results • Review market trends and regulatory updates • Review benefit plans, perquisites, executive agreements and other executive policies • Review Succession and Development Plans for senior executives and key managers | • Overall review of executive compensation program, levels and competitiveness • Review Compensation Risk Assessment • Review preliminary incentive plan for next fiscal year • Provide preliminary corporate assessment • Approve Committee charter • Provide Company objectives and targets for next fiscal year |

  48. Annual Compensation Process

    | Every Meeting | | • Review and approve minutes for prior meetings • Review performance progress updates against the incentive plan • Retain compensation consultants, as required, and review any independent reports • Review work with full Board |

  49. Annual Compensation Process

    Management's Role in the Executive Compensation Process. With the exception of our Chief Executive Officer, our NEOs do not play a role in evaluating or determining executive compensation programs or levels. Our Chief Executive Officer annually submits for consideration to the Committee performance evaluations for our NEOs (other than himself) and recommendations as to their compensation levels, including salaries and bonuses. These recommendations are based upon performance against their annual performance goals and other performance factors. Such recommendations are also consistent with our compensation objectives. The Committee approves each NEO's (other than the Chief Executive Officer's) compensation in a meeting of the independent directors without management present and recommends the Chief Executive Officer's compensation to the independent directors for approval without management present. The Committee does not request, and management does not provide, specific recommendations for compensation for our Chief Executive Officer. In accordance with NASDAQ rules, our Chief Executive Officer was not present when his compensation was being discussed or approved, did not vote on executive compensation matters and neither he nor other members of management attended executive sessions of the Committee. Geographic Considerations. As our operations are located primarily in Europe, Canada and the United States, we also consider local market pay practices, availability of qualified management and the local cost of living. Use of Board Discretion. The Board, through the Committee, retains the discretion to lower the compensation of our executives, including NEOs, even when the performance goals or targets of any aspect of the plans are achieved. In making such decisions, the Committee will consider a number of factors including the recommendation of the Chief Executive Officer, our overall financial condition, the state of the markets generally, and any other factor the Committee considers relevant. Use of Consultants in Executive Compensation Process. For fiscal 2025, the Committee engaged MCL as its outside independent compensation consultant. The consultant attended meetings and had telephonic consultations with the Committee and its members as requested by the Committee Chair. During fiscal 2025, MCL assisted in our reviewing and considering, among other things, our: selecting an appropriate group of peer companies for benchmarking and comparative purposes; • total direct compensation, short-term incentives and long-term equity incentives for our Chief Executive Officer, Juan Carlos Bueno; • total direct compensation for our NEOs (primarily base salaries); and • long-term equity incentives and plans. As part of their engagement, MCL considered and looked at different peer groups in each of Canada, the United States and the European Union on a market-by-market basis and assisted the Committee in selecting an appropriate peer group. In addition, MCL conducted a detailed review of our NEOs' compensation. Such review considered the three principal components of our NEOs' compensation being base salary, short-term incentives and LTIP. The review compared our NEOs' compensation relative to market and also considered the structure of our long-term incentive plan in light of Share availability and market practices. As a result of the nature of our global operations, where our NEOs are situated and the location of our competitors, MCL reviewed our compensation relative to market practices in each of Canada, the United States and the European Union. Additionally, MCL provided input in reviewing and validating information, compensation programs and recommendations. Compensation Peer Group Companies and Benchmarking. The Committee annually reviews executive compensation levels and programs at various "peer group" companies, which are principally comprised of "small cap" and "mid-cap" forest and paper products companies operating in Canada, the United States and the European Union. Such companies generally have equity capitalization ranging between $150 million and $5 billion. The report provided by MCL looked at and considered public filings from the following companies, categorized by geographic markets, for benchmarking purposes for fiscal 2025:

  50. Annual Compensation Process

    | Canadian Comparator Group | European Comparator Group | United States Comparator Group | | • West Fraser Timber Co. Ltd.; • Canfor Corporation; • Cascades Inc.; • Methanex Corporation; • Interfor Corporation; • Stella-Jones Inc.; • Western Forest Products Inc.; and • Chemtrade Logistics Income Fund. | • Wacker Chemie AG; • Symrise AG; • Huhtamäki Oyj; • Fuchs Petrolub SE; • K+S Aktiengesellschaft; • Kemira Oyj; • Metsä Board Oyj; • SGL Carbon SE; • ENCE Energía Y Celulosa, S.A.; • Borregaard ASA; • Suominen Oyj; and • Rottneros AB. | • UFP Industries, Inc.; • Trinseo PLC; • Rayonier Advanced Materials Inc.; • Clearwater Paper Corporation; • Mativ Holdings Inc.; and • Magnera Corporation. |

  51. Annual Compensation Process

    The list of compensation peer group companies used by the Committee in reviewing compensation practices for fiscal 2025 was updated by the Committee from fiscal 2024 to take into account the comparative market work done by MCL, which incorporated a review of the changing landscape of our industry (including competitors that were no longer independent or public companies) and a geographic "market check". Overall, the compensation peer group continues to represent an appropriate set of comparators based on industry, international presence, the markets in which we compete for talent and size across various financial measures. The Committee has determined such comparator companies were suitable to permit us to ensure that our compensation levels are within the range of comparative norms. In addition, these companies have executive compensation data that is publicly available. We generally target salaries, bonuses and incentive compensation towards a median level or 50th percentile range on a geographically adjusted basis relative to peer companies for similarly experienced executives performing similar duties. Generally, awards are made within this range, although our program is flexible enough to allow the Committee to provide compensation above or below the 50th percentile in cases of exceptional individual and corporate performance or other individual factors relating to an NEO's performance. We benchmark against median compensation because it allows us to attract and retain executives, provides an incentive for executives to strive for better than average performance to earn better than average compensation and helps us to manage the overall cost of our compensation program. While the Committee believes it is important to periodically review benchmarking data to determine how our executive compensation program compares to the programs used by peer companies, such reference points are only one element it uses in structuring our executive compensation program.

  52. Short-Term Incentive Program

    Short-Term Incentive Program The Committee believes that the STIP: • rewards our NEOs and executives by producing objective outcomes that are closely aligned with the interests of Shareholders; and • is transparent to executives and Shareholders. Our STIP for fiscal 2025 provided that: • awards be based upon six components, being: (i) overall corporate Operating EBITDA; (ii) safety; (iii) GHG emissions (fuel oil) intensity; (iv) productivity; (v) unit production costs or unit profitability; and (vi) individual achievement; • the corporate Operating EBITDA component comprising 40% of the STIP for all executives was measured by how our Operating EBITDA achievement compared to the "target" Operating EBITDA ("STIP Target EBITDA"). STIP Target EBITDA was established and determined by the Committee based on estimates of EBITDA under mid-cycle pricing assumptions. At the end of each year, actual Operating EBITDA was compared to the STIP Target EBITDA, and the achievement of this component was measured. For fiscal 2025, the STIP Target EBITDA and payout were as follows:

  53. Short-Term Incentive Program

    | % of STIP Target EBITDA Achieved | Payout of Target | | <55% | 0% | | 55% | 50% | | 100% | 100% | | >150% | 200% |

  54. Short-Term Incentive Program

    the safety component, comprising 10% of the STIP for all eligible executives, was measured as follows:

  55. Short-Term Incentive Program

    | Safety Target | Payout of Target | | TRIR(1) > Minimum Target(2) | 0% | | Minimum Target ≥ TRIR > Target (2) | Between 50% and 100%; pro-rata straight-line basis between Minimum Target and Target | | Target ≥ TRIR > Maximum Target(2) | Between 100% and 200%; pro-rata straight-line basis between Target and Maximum Target |

  56. Short-Term Incentive Program

    (1) Total Recordable Incident Rate. (2) The Minimum Target, Target and Maximum Target for 2025 were based on TRIR targets, which vary by mill and facility and were set with a view to achieving improved TRIR annually based on the specific requirements of, and past TRIR improvements at, each site. For NEOs, achievement levels were based on the average site-by-site results weighted by total working hours. • the GHG emissions (not applicable for our sawmill and mass timber operations), comprising 5% of the STIP for all eligible executives, was measured as follows:

  57. Short-Term Incentive Program

    | GHG Emissions Target(1) | Payout of Target | | GHG emissions > Minimum Target(2) | 0% | | Minimum Target ≥ GHG emissions > Target(3) | Between 50% and 100%; pro-rata straight-line basis between Minimum Target and Target | | Target ≥ GHG emissions > Maximum Target(4) | Between 100% and 200%; pro-rata straight-line basis between Target and Maximum Target |

  58. Short-Term Incentive Program

    (1) Each of the thresholds for Minimum Target, Target and Maximum Target of GHG emissions (measured in kgCO2e/ADMT) were determined taking into consideration the specific circumstances of each of our mills. Accordingly, such thresholds varied with respect to each mill. (2) Minimum Target was mill and facility based and was equal to GHG emissions equivalent to 111% to 120% of the budgeted target of GHG emissions established for each mill and facility. (3) Target metrics were mill and facility based, and were equal to the budgeted target GHG emissions established for each mill and facility. (4) Maximum Target was mill and facility based and ranged from a value of 87% to 93% of the specific mill or facility target. • the production component, comprising 15% of the STIP for those eligible executives, was measured as follows:

  59. Short-Term Incentive Program

    | Budgeted Production(1) | Payout of Target | | Productivity < Minimum Target(2) | 0% | | Minimum Target ≤ Productivity < Target(3) | Between 50% and 100%; pro-rata straight-line basis between Minimum Target and Target | | Target ≤ Productivity < Maximum Target(4) | Between 100% and 200%; pro-rata straight-line basis between Target and Maximum Target |

  60. Short-Term Incentive Program

    Each of the thresholds for Minimum Target, Target and Maximum Target of productivity (total ADMTs or m3/hour, as applicable) were determined taking into consideration the specific circumstances of each of our mills and facilities. Accordingly, such thresholds varied with respect to each site. Further, with respect to our pulp mills, Target was based on annual production, for our sawmills, Target was based on productivity per hour and for our mass timber operations, Target was based on the dollar value of orders executed and delivered in fiscal 2025, percentage of project backcharges and percentage of project remakes. For our NEOs, payouts were based upon the average results of each of the sites, weighted by fiber consumption. Minimum Target was calculated as productivity equal to, for our pulp mills: 90% of Target, for our sawmills: 95% of Target and for our mass timber operations: 85% of Target for orders executed and 150% of Target for each of project backcharges and project remakes. Target metrics were mill and facility based, and were equal to the budgeted productivity established in accordance with our budgeted plans for each mill and facility and for our mass timber operations, in accordance with our budgeted ramp-up plan. (4) Maximum Target was calculated as productivity equal to, for our pulp mills: 103% of Target, for our sawmills: 103% of Target and for our mass timber operations: 115% of Target for orders executed and 50% of Target for each of project backcharges and project remakes. • the costs component, comprising 10% of the STIP for those eligible executives, was measured primarily as follows, provided that for certain mills, it was measured against profitability and the satisfaction of certain performance conditions and operational milestones:

  61. Short-Term Incentive Program

    | Budgeted Costs/Profitability(1) | Payout of Target | | Pulp mills: Costs > Minimum Target(2) Sawmills: Profitability < Minimum Target(2) | 0% | | Pulp mills: Minimum Target ≥ Costs > Target(3) Sawmills: Minimum Target ≤ Profitability < Target (3) | Between 50% and 100%; pro-rata straight-line basis between Minimum Target and Target | | Pulp mills: Target ≥ Costs > Maximum Target(4) Sawmills: Target ≤ Profitability < Maximum Target(4) | Between 100% and 200%; pro-rata straight-line basis between Target and Maximum Target |

  62. Short-Term Incentive Program

    (1) Each of the thresholds for Minimum Target, Target and Maximum Target of costs and/or profitability were determined taking into consideration the specific circumstances of each of our sites. Accordingly, such thresholds varied with respect to each mill. Further, with respect to our pulp mills, Target was based on unit cost per tonne (cash production costs), for our sawmills, Target was based on EBITDA profitability per cubic meter of lumber and for our mass timber operations, Target was based on total EBITDA for 2025. For our NEOs, payouts were based upon the average results of each of the sites, weighted by fiber consumption. (2) Minimum Target was calculated as, for our pulp mills: unit costs per tonne equal to 120% of Target, for our sawmills: EBITDA profitability per cubic meter of lumber equal to 60% of Target and for our mass timber operations: approximately $10 million below Target. (3) Target metrics were mill and facility based, and were equal to the budgeted costs/profitability established in accordance with our budgeted plans for each mill and facility and for our mass timber operations, in accordance with our budgeted ramp-up plan. (4) Maximum Target was calculated as, for our pulp mills: unit costs per tonne equal to 90% of Target, for our sawmills: EBITDA profitability per cubic meter of lumber equal to 140% of Target and for our mass timber operations: approximately $10 million above Target. • the individual component, comprising 20% of the STIP for those eligible executives, were measured against annual goals and performance targets provided by management and reviewed and approved by the Committee; • the measurement period was a fiscal year and payout of awards was determined after year-end audited financial statements had been provided to and reviewed by the Committee; • for each of the STIP components above a stipulated minimum threshold, the Committee "interpolated" performance within ranges; and • the potential payout of awards under the STIP were determined in February 2026 for fiscal 2025. However, such STIP bonus payments have been deferred until the third quarter of 2026. See below for more information. The following sets out the annual bonus opportunities of our NEOs as a percentage of their 2025 base salary upon achieving the STIP target components:

  63. Short-Term Incentive Program

    | | Target | Maximum | | Juan Carlos Bueno | 100% | 200% | | Richard Short | 75% | 150% | | Adolf Koppensteiner | 75% | 150% | | Carsten Merforth | 75% | 150% | | Wolfram Ridder | 65% | 130% |

  64. Short-Term Incentive Program

    The Committee has discretion to lower awards under the STIP if it determines that circumstances so warrant. In February 2026, the Committee determined that, given current market conditions and our focus on liquidity, STIP awards to our NEOs and certain other executives have been deferred for cash conservation purposes until the third quarter of 2026, at which time the Committee will review and make further recommendations based on various factors, including financial condition at the time.

  65. Long-Term Incentive Program

    Long-Term Incentive Program Our 2022 Plan allows the Committee to grant equity awards to our executives in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units and deferred stock units. Pursuant to our LTIP, the Committee primarily uses "performance share units", or "PSUs", to provide long-term equity-based compensation to our executives, including our NEOs. In 2026, such long-term equity-based compensation will also include RSUs and cash-settled PSUs. See " - 2026 LTIP Re-Design" for more information. PSUs vest after a three-year period and, as such, are designed to reward sustained performance over the period, rather than over a single year. RSUs also vest after a three-year period and are designed to promote long-term retention. As a result, we believe PSUs and RSUs incent executives to drive long-term performance, thereby aligning our executives' interests with the long-term interests of Shareholders. Pursuant to the LTIP, we make annual grants of PSUs to our executives that vest based on the Committee's assessment of the achievement of certain prescribed three-year performance criteria. Commencing in 2019, the performance criteria for PSUs has been comprised of the following, weighted equally: • "Absolute Return on Average Assets" ("ROAA"); and • "Relative Total Shareholder Return" ("TSR"), (the "LTIP Performance Criteria"). To incent performance, each component of the LTIP Performance Criteria has a scale so that an executive can achieve from 0% to 200% of the target award amount, with the Committee "interpolating" performance between ranges above the stipulated minimum threshold, below which there will be no payment. Each of the following LTIP Performance Criteria elements are weighted equally: (1) ROAA. Calculated by dividing our net income by average assets, with the result for the three-year performance period being a simple average of the ROAA for each of the three years. The ROAA component for the PSUs granted in 2023, 2024 and 2025 is as follows:

  66. Long-Term Incentive Program

    | Three-Year Average ROAA | Payout of Target | | <2% | 0% | | 2% to 4.99% | 50% to 99% | | 5.00% to 7.99% | 100% to 199% | | >8.00% | 200% |

  67. Long-Term Incentive Program

    (2) Relative TSR. The return on the Shares, including price appreciation and dividend payouts, over the three-year performance period relative to the TSR Peer Group companies (as listed below). The TSR component for the PSUs granted in 2023, 2024 and 2025 is as follows:

  68. Long-Term Incentive Program

    | TSR Percentile Ranking to Peers | Payout of Target | | <25th percentile | 0% | | 25th to 49th percentile | 50% to 99% | | 50th to 75th percentile | 100% to 199% | | >75th percentile | 200% |

  69. Long-Term Incentive Program

    For fiscal 2025, the TSR Peer Group companies were:

  70. Long-Term Incentive Program

    | • Borregaard ASA; • Canfor Pulp Products Inc.; • Empresas CMPC S.A.; • ENCE Energia y Celulosa SA; • International Paper; • Klabin S.A.; • Metsä Board Oyj; | • Rayonier Advanced Materials Inc.; • Rottneros AB; • Stora Enso Oyj; • Suzano S.A.; • Svenska Cellulosa Aktiebolaget SCA; • UPM-Kymmene Oyj; and • West Fraser Timber Co. Ltd. |

  71. Long-Term Incentive Program

    The TSR Peer Group companies against which TSR is measured were selected to ensure a global comparator with a comparable product mix, which we believe is the best comparator for Shareholder returns. The Committee regularly adds and removes companies that no longer meet relevant comparator criteria. For each component of the LTIP Performance Criteria, the Committee will "interpolate" performance between ranges. For the TSR component of the 2025 PSUs, the Committee uses, as the starting price of the various securities, the average trading price of the securities, including dividend reinvestments, for the first 20 days of trading of 2025 and, as the end price, including dividend reinvestments, the average trading price of the securities for the last 20 days of trading in 2027. Any awards under the LTIP that do not vest pursuant to the applicable performance criteria are forfeited. The Committee assesses the applicable performance criteria for PSUs based upon the audited financial statements of a completed three-year performance period. The Committee believes that: (i) having a multi-year performance period increases executive focus on long-term performance and better aligns the interests of our executives with our Shareholders; and (ii) the components of the applicable performance criteria are important measures of our overall business performance and Shareholder return. The annual granting of PSUs and RSUs ensures the continuity of these incentives, as the performance or vesting periods, as applicable, of PSUs and RSUs granted in different years overlap and expired or vested awards are "replaced" each year with new grants. Each PSU and each RSU is equivalent to one Share. As a result, the number of PSUs granted to executives was 200% of the target level, being the maximum amount of Shares that our executives may earn. The Committee assesses the effectiveness of the LTIP each year and makes adjustments, if needed, to the LTIP. Under the 2022 Plan, with respect to performance shares or PSUs, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met, and each such outstanding performance share or PSUs achieved at 100% target level shall become immediately payable upon the occurrence of a triggering event occurring within 12 months of a change of control. See "Narrative Discussion on Potential Payments upon Termination or Change of Control". With respect to RSUs, all RSUs shall become fully and immediately vested upon the occurrence of a triggering event occurring within 12 months of a change of control. 2026 LTIP Re-Design For awards in fiscal 2026, following a compensation review conducted by MCL, the Committee approved a re-design of certain elements of the LTIP, including with respect to the variable compensation vehicle mix, PSU performance metrics and weightings and determination of the TSR Peer Group (the "LTIP Re-Design"). Such LTIP Re-Design comes into effect in 2026. The Committee believes that the LTIP Re-Design better aligns our incentive compensation program with prevailing market practices and our strategic debt reduction goals, promotes retention and will incent management to take more accountability in improving balance sheet flexibility and becoming more disciplined in capital resource management. Pursuant to the LTIP Re-Design, the variable compensation vehicle mix was re-designed from a mix of 100% PSUs for all eligible executives, managing directors and employees, to a 70% PSU and 30% "restricted stock unit" or "RSU" mix for our executives, including our NEOs, and managing directors, and a 100% RSU mix for all other employees below the managing director level. For 2026, our Board and Committee determined to address the PSU portion of the LTIP through the grant of cash-settled PSUs in order to preserve equity usage and minimize burn rate. See "Executive Compensation Objectives and Program Design - 2026 Compensation Updates" for more information. Each RSU is equivalent to one Share. Such RSUs vest after a three-year period, which we believe, like the PSUs, will incent managing directors and employees to drive long-term performance and will additionally promote executive and employee retention. Under the 2022 Plan, each Share of outstanding RSUs shall become fully and immediately vested and all forfeiture and transfer restrictions thereon shall lapse upon the occurrence of a triggering event occurring within 12 months of a change of control. See "Narrative Discussion on Potential Payments upon Termination or Change of Control". In addition, in 2026, the Board instituted and utilized a floor price of $4.00 for all annual equity grants and awards for 2026, including to executives, employees and members of the Board (not including pursuant to elections made by applicable directors to receive grants in lieu of their cash retainers). Commencing in 2026, pursuant to the LTIP Re-Design, the performance criteria for PSUs, including cash-settled PSUs, will be comprised of the following: • TSR, weighted at 50%; • ROAA, weighted at 25%; and • "Net Leverage Ratio" ("NLR"), weighted at 25%, (the "LTIP Re-Design Performance Criteria"). After careful review by the Committee and in consultation with MCL, the Committee has determined that it would be appropriate to transition from a custom-selected TSR Peer Group to an index-based peer group for the purposes of measuring relative TSR. Although we have historically used a custom peer group designed to consist of companies that share a comparable product mix, the identification of strong natural peers has become increasingly challenging. Furthermore, we believe that a shift to an index-based approach will simplify administration and communication, remove potential subjectivity, and better reflects the broader scope of capital competition. Accordingly, for PSUs granted in 2026, the TSR Peer Group will shift to a 50/50 blend of European and Canadian small-cap indices composed of the S&P/TSX Small Cap Index and STOXX Europe Small 200 Index, which better aligns with our asset base, exposure, valuation context and macroeconomic environment. Each component of such LTIP Re-Design Performance Criteria has an achievement scale as described above in respect of the LTIP Performance Criteria, with the NLR component scaled and measured as follows: • NLR. Calculated by dividing our "net debt" by Operating EBITDA, with the result for the three-year performance period being the lowest ratio achieved and sustained, on average, over three consecutive quarters, with the relevant "Last Twelve Months" periods falling entirely within the performance period and starting no earlier than the quarter ending December 31, 2025. The NLR component for the PSUs granted in 2026 will be as follows:

  72. Long-Term Incentive Program

    | Three-Year Average Lowest NLR | Payout of Target | | NLR > 4.0 | 0% | | 2.5 < NLR ≤ 4.0 | 50% to 99% | | 2.0 < NLR ≤ 2.5 | 100% to 199% | | NLR ≤ 2.0 | 200% |

  73. Long-Term Incentive Program

    The NLR component was selected as a new performance criteria as it reflects our long term goal to enhance our balance sheet flexibility and reduce indebtedness. NLR is widely used by equity and credit analysts, and we believe it is highly aligned with our strategic debt reduction objectives and long-term goals.

  74. Compensation Risk Management

    Compensation Risk Management Total Compensation. At least annually, the Committee reviews total compensation levels for our NEOs, including each element of compensation and its proportion of total compensation. In determining the appropriate target total compensation for each NEO, the Committee reviews each individual separately and considers a variety of factors in establishing his or her target compensation. These factors may include the NEO's time in position, unique contribution or value to our recent performance, geographic location and market practices and whether there is a particular need to strengthen the retention aspects of the NEO's compensation. In its review of total compensation, the Committee also considers benchmarking information with respect to peer companies. The Committee has no predetermined specific policies on the percentage of total compensation that should be "cash" versus "equity" or "short-term" versus "long-term". The Committee's practice is to consider peer company data and these relationships in the context of our compensation philosophy to determine the overall balance and reasonableness of our NEOs' total compensation packages. Risk Considerations. We have designed our total direct compensation (base salary, annual incentive bonus, long-term equity incentive compensation and perquisites) to encourage our executives to take appropriate risks to improve our performance and enhance long-term Shareholder value. We believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for executives and to mitigate undue risks. In this regard, our executive compensation program includes, among other things, the following design features: • a pay-for-performance philosophy whereby variable compensation is based on a variety of performance goals, including overall corporate and individual performance goals; • a balanced mix of fixed versus variable compensation and cash-based versus equity-based compensation whereby a majority of NEOs' total compensation is variable or at risk; • a balanced mix of short-term and long-term incentives; • long-term performance awards for executives have historically been principally in the form of PSUs which have performance based vesting requirements measured over a three-year period, and starting in 2026, such awards are principally in the form of a mix of 70% PSUs (for the 2026 fiscal year, such PSUs are comprised of cash-settled PSUs) and 30% RSUs, with the RSUs having a three-year vesting period, thereby incentivizing retention and long-term performance; • an STIP that primarily uses objective measures; • Committee discretion to lower annual incentive award amounts; • a stock ownership policy; • a prohibition on hedging and pledging our stock; and • clawback provisions for performance and variable pay. Management and the Committee have considered and assessed our compensation objectives, philosophy, and forms of compensation for our executives to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on us. Based upon such review, we have determined that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on us. Internal Pay Equity. The Committee considers internal pay equity, among other factors, when making compensation decisions. However, the Committee does not use a fixed ratio or formula when comparing compensation among executive officers. Our Chief Executive Officer is compensated at a higher level than other executive officers due to his significantly higher level of responsibility and accountability. Our Chief Executive Officer generally receives more of his pay in the form of long-term incentive equity compensation and at risk compensation relative to the other NEOs. As a result of our Chief Executive Officer's responsibility for our overall performance, the Committee and our independent directors believe that compensating the Chief Executive Officer at a higher level than other executives and weighting the Chief Executive Officer's total compensation more heavily towards long-term equity incentive compensation and at risk compensation is consistent with our compensation objectives, market practices and appropriately reflects his contribution. We believe the fiscal 2025 target total direct compensation for the NEOs other than the Chief Executive Officer in relation to the compensation targeted for the Chief Executive Officer and to one another was reasonable and appropriate given each such executive's responsibilities and our financial and operating performance for the year. The differences in compensation among our NEOs relative to each other and our Chief Executive Officer are based on market differences for the particular job, job responsibilities and scope, professional experience, geographic compensation practices and adjustments for individual performance.

  75. Summary

    | What We Do | What We Don't Do | | • Pay for performance philosophy with a majority of pay at risk • Incorporate performance-based equity awards in overall compensation for NEOs with vesting requirements determined and judged by our Human Resources Committee • Manage Share usage conservatively • Conduct annual "say-on-pay" advisory votes • Maintain a clawback policy that covers cash and equity and that is beyond what is required by the Sarbanes-Oxley Act of 2002 and applicable stock exchange requirements • Assess risks to our compensation policies and practices • Maintain a stock ownership policy for our directors and NEOs • Utilize an independent executive compensation consultant periodically • Annually review the Human Resources Committee's charter | • Do not have single-trigger change-in-control executive contracts • Do not provide significant perquisites • Do not provide "defined benefit" retirement plans for our executives • Do not provide supplemental executive retirement plans for our executives • Do not provide excise tax gross-ups of perquisites, other than with respect to certain housing allowances • Do not re-price stock options without Shareholder approval; no grants below fair market value • Do not pay dividends on unvested long-term equity incentives to our executives • Do not allow executives to engage in hedging, short sales or derivative transactions with respect to our stock |

  76. Fiscal 2025 Shareholder Returns

    Fiscal 2025 Shareholder Returns In addition to the financial and operating performance, the Committee also assesses Share price performance and total Shareholder returns. The following graph shows a five-year comparison of cumulative total shareholder return, calculated on an assumed dividend reinvested basis, for our Shares, the S&P SmallCap 600 Index, a group of peer companies, referred to as the "TSR Peer Group", and Standard Industrial Classification Code Index (SIC Code 2611 - pulp mills), referred to as the "SIC Code Index". The graph assumes $100 was invested in each of our Shares, the S&P SmallCap 600 Index, the TSR Peer Group and the SIC Code Index on December 31, 2020. Data points on the graph are annual.

  77. Fiscal Year Ending December 31, 2025

    (1) The TSR Peer Group is comprised of Borregaard ASA, Canfor Pulp Products Inc., Empresas CMPC S.A., ENCE Energía y Celulosa S.A., International Paper, Klabin S.A., Metsä Board Oyj, Rayonier Advanced Materials Inc., Rottneros AB, Stora Enso Oyj, Suzano S.A., Svenska Cellulosa Aktiebolaget SCA, UPM-Kymmene Oyj, and West Fraser Timber Co. Ltd. and was disclosed in our 2025 Form 10-K. The TSR Peer Group was determined by our Human Resources Committee as part of its compensation review and based on relevant comparator criteria.

  78. Fiscal 2025 Total Direct Target Compensation

    Reflects base salary in effect at December 31, 2025. (2) Cost of living adjustments vary as between our NEOs due to jurisdictional differences. In February 2026, after considering various factors including our financial position and current market conditions, the Committee determined that for our Chief Executive Officer, there would be no cost of living salary adjustment, and for all other executives, such adjustment would not exceed an increase of 1.6%, including merit increases, on an average basis across the NEOs. (3) Includes a merit increase of 3.5%. Short-Term Annual Cash Bonuses. In making its compensation decisions regarding annual bonuses for our NEOs in respect of their fiscal 2025 performance, the Committee reviewed and considered the performance measures of our STIP and our NEOs' individual performances. For fiscal 2025, the target achievement for each of the STIP target components for each of our NEOs were as follows:

  79. Fiscal 2025 Total Direct Target Compensation

    | Name | Bonus Target as a Percentage of 2025 Base Salary | Payout of Target for EBITDA Achieved | Payout of Target for Safety Target Achieved | Payout of Target for GHG Emissions Achieved | Payout of Target for Productivity Achieved(1) | Payout of Target for Costs/ Profitability Achieved(2) | Individual Component | Total STIP Achievement (% of Bonus Target Achieved)(3) | | | | | | | | | Payout of Target | | | Juan Carlos Bueno | 100% | 0% | 89% | 121% | 64% | 108% | 70% | 49% | | Richard Short | 75% | 0% | 89% | 121% | 64% | 108% | 90% | 53% | | Adolf Koppensteiner | 75% | 0% | 31% | 121% | 65% | 104% | 91% | 47% | | Carsten Merforth | 75% | 0% | 124% | NA | 62% | 126% | 83% | 57% | | Wolfram Ridder | 65% | 0% | 89% | 121% | 64% | 108% | 105% | 56% |

  80. Fiscal 2025 Total Direct Target Compensation

    | Name | Cash Bonus(1)(2) | Percentage of 2025 Base Salary | | Juan Carlos Bueno | $402,440 | 49% | | Richard Short | $160,574 | 40% | | Adolf Koppensteiner | $186,365 | 36% | | Carsten Merforth | $190,627 | 43% | | Wolfram Ridder | $175,862 | 37% |

  81. Fiscal 2025 PSU Grant

    Fiscal 2025 PSU Grant For fiscal 2025, the Committee granted an aggregate 813,834 PSUs (the "2025 PSUs") to our senior managers and executives and 274,220 RSUs to our non-executive employees, including an aggregate of 428,785 2025 PSUs (assuming performance share units are achieved at 100% of target level) or 644,904 2025 PSUs (assuming performance share units are achieved at maximum 200% of target level, and taking into consideration individual award grant limits) to our NEOs which are eligible to vest over a three-year performance period ending on December 31, 2027, based upon the LTIP Performance Criteria. The following table sets forth the target level and number of 2025 PSUs awarded to our NEOs for fiscal 2025:

  82. Fiscal 2025 PSU Grant

    | Name | Target Level for 2025 PSUs(1)(2) | Target Level as a Percentage of 2025 Base Salary(1) | Maximum 2025 PSUs(1)(2) | Maximum 2025 PSUs as a Percentage of 2025 Base Salary(1) | | Juan Carlos Bueno | 231,333 | 200 | 250,000(3) | 400 | | Richard Short | 60,633 | 100 | 121,266 | 200 | | Adolf Koppensteiner | 55,596 | 75 | 111,192 | 150 | | Carsten Merforth | 47,173 | 75 | 94,346 | 150 | | Wolfram Ridder | 34,050 | 50 | 68,100 | 100 |

  83. Fiscal 2025 PSU Grant

    (1) Each 2025 PSU awarded on February 19, 2025 was valued at $6.50, which was the closing market price of the Shares on the date of the award. (2) These awards are eligible to vest after December 31, 2027, based upon the LTIP Performance Criteria. (3) The maximum estimated future payouts under equity incentive rewards for Mr. Bueno was 388,884 (assuming PSUs vest at 200% of the target). However, under the 2022 Plan, the maximum number of Shares that may be granted to any one participant during any of the Company's fiscal years with respect to one or more awards is 250,000, except grants to a participant in the fiscal year in which his or her service first commences may not exceed 300,000 Shares.

  84. Vesting of Fiscal 2023 PSUs

    Vesting of Fiscal 2023 PSUs The three-year performance period for 607,308 PSUs awarded by the Committee for fiscal 2023 (the "2023 PSUs") to our executives, including our NEOs, ended on December 31, 2025. The performance criteria for the 2023 PSUs was comprised of ROAA and Relative TSR, which are weighted equally. In 2023, the ROAA and TSR were weighted in accordance with the tables set forth above under "Long-Term Incentive Program – (1) ROAA" and "Long-Term Incentive Program – (2) Relative TSR" on page 55. Based on the performance criteria, no Shares were issued or vested in respect of the 2023 PSUs at the ending of the three-year performance period. The following table sets forth such assessment of achievement against the components of the LTIP Performance Criteria for our executives (including our NEOs):

  85. Vesting of Fiscal 2023 PSUs

    | Component | Target Achieved | Payout of Target | | Absolute Return on Average Assets | 0% | 0% | | Total Shareholder Return | 0 percentile | 0% |

  86. Vesting of Fiscal 2023 PSUs

    The following table sets forth the number of 2022 PSUs vested for each of our NEOs based on the three-year performance period ended December 31, 2024 and the achievement to target on a weighted basis as a percentage of the potential share award within a range of 0% to 200% for each of our NEOs with respect to the 2022 PSUs:

  87. Vesting of Fiscal 2023 PSUs

    | Name | Target Level for 2023 PSUs | Total Number of Vested 2023 PSUs | Achievement to Target on Weighted Basis | | Juan Carlos Bueno | 124,195 | Nil | 0% | | Richard Short | 18,696 | Nil | 0% | | Adolf Koppensteiner | 29,876 | Nil | 0% | | Carsten Merforth | 25,326 | Nil | 0% | | Wolfram Ridder | 18,280 | Nil | 0% |

  88. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the fiscal 2025, 2024 and 2023 compensation awarded to, earned by, or paid to our NEOs. It is important to note that the Summary Compensation Table and the Grants of Plan-Based Awards Table appearing on page 72 only reflect plan-based awards actually issued in fiscal 2025.

  89. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Juan Carlos Bueno(6) Chief Executive Officer | 2025 2024 2023 | 815,512 753,354 726,230 | 402,440 592,383 426,966 | 1,503,665 1,493,315 1,441,904 | - - - | - - - | 117,443 96,269 98,927 | 21,201(7) 16,266 480,923(6) | 2,860,261 2,951,587 3,174,950 | | Richard Short Chief Financial Officer | 2025 2024 2023 | 393,342 351,237 269,706 | 160,574 212,676 98,503 | 394,115 364,477 217,061 | - - | - - | 42,575 26,413 15,726 | 49,687(8) 44,600 44,119 | 1,040,293 999,403 645,115 | | Adolf Koppensteiner Chief Operating Officer, Pulp Products(9) | 2025 2024 2023 | 523,143 483,272 465,873 | 186,365 286,864 202,985 | 361,374 359,232 346,860 | - ‑ ‑ | - ‑ ‑ | 4,811 (903) 8,733 | 99,350(7) 94,704 94,251 | 1,175,043 1,223,169 1,118,702 | | Carsten Merforth Chief Operating Officer, Wood Products | 2025 2024 | 443,460 409,662 | 190,627 225,146 | 306,625 304,520 | - - | - - | 32,033 24,737 | 39,040(7) 38,847 | 1,011,785 1,002,912 | | Wolfram Ridder Senior Vice President, Innovation & Government Relations | 2025 2024 | 480,147 443,551 | 175,862 226,704 | 221,325 219,802 | - - | - - | 25,655 16,526 | 55,135(7) 49,878 | 958,124 956,461 |

  90. Summary Compensation Table

    (1) Year to year changes reflect both increases in compensation and foreign exchange fluctuations. Based upon the exchange rate as at December 31, 2025, the dollar had weakened by approximately 13% in value against the euro and decreased by approximately 5% against the Canadian dollar since December 31, 2024. (2) The amount reported in this column for each NEO reflects the dollar amount of base salary paid, including salary increases. Annual salary increases are effective January 1 for Messrs. Bueno, Koppensteiner, Merforth and Ridder and March 1 for Mr. Short. (3) Stock awards awarded to NEOs consist primarily of PSUs issued under the 2022 Plan. The amounts shown do not reflect whether the recipient has actually realized or will realize a financial benefit from such awards. The amounts shown represent the aggregate grant date fair values during the indicated fiscal year of the awards granted to our NEOs in 2025 and prior fiscal years as determined in accordance with ASC 718 and based on the assumptions and methodologies set forth in the Notes to the Consolidated Financial Statements in our 2025 Form 10-K for the years ended December 31, 2025, 2024, and 2023, respectively. On February 19, 2025, we granted 2025 PSUs to all our NEOs. The grant date fair values are reported based upon the Share price of $6.50 which was the closing market price on the date of grant, and the probable outcome of the LTIP Performance Criteria for such awards as of the date of grant in accordance with SEC rules. The values of the 2025 PSUs granted in February 2025, assuming maximum vesting of 200% (and not target of 100%) of the performance awards, would have been: (i) Mr. Bueno - $3,007,329; (ii) Mr. Short - $788,229; (iii) Mr. Koppensteiner - $722,748; (iv) Dr. Merforth - $613,249; and (v) Mr. Ridder - $442,650. Details on the awards can be found in the Grants of Plan-Based Awards Table on page 72 of this Proxy Statement. (4) The amounts set forth in this column reflect the annual change in the value, including interest, of their respective unfunded accounts, which accounts record those retirement plan contributions in excess of the applicable statutory or contractual limit. Included in "All Other Compensation" for the fiscal years ended December 31, 2025, 2024 and 2023 are benefits and perquisites which consist of the following:

  91. Summary Compensation Table

    | Name | Year | Auto ($) | Retirement Plan Contributions ($) | Other ($) | | Juan Carlos Bueno | 2025 2024 2023 | 11,044 7,270 38,341 | 10,157 8,996 8,571 | - - 434,011 (housing allowance and special medical) | | Richard Short | 2025 2024 2023 | 22,733 10,762 11,854 | 23,260 23,045 22,814 | 3,694 (life insurance and special medical) 10,793 (accrued vacation pay, life insurance and special medical) 9,451 (accrued vacation pay, life insurance and special medical) | | Adolf Koppensteiner | 2025 2024 2023 | 23,394 22,735 22,727 | 64,425 60,933 60,491 | 11,531 (housing allowance) 11,037 (housing allowance) 11,033 (housing allowance) | | Carsten Merforth | 2025 2024 | 11,924 13,621 | 27,116 25,226 | - - | | Wolfram Ridder | 2025 2024 | 16,318 15,617 | 38,817 34,261 | - - |

  92. Summary Compensation Table

    Mr. Bueno was appointed as Chief Executive Officer and President on May 1, 2022, and was elected as a director effective May 31, 2022. Includes a temporary housing allowance of €400,243 in 2023 in connection with Mr. Bueno's appointment as Chief Executive Officer and President. (7) In 2025, we contributed $10,157 to Mr. Bueno's retirement plan, $64,425 to Mr. Koppensteiner's retirement plan, $27,116 to Dr. Merforth's retirement plan and $38,817 to Mr. Ridder's retirement plan under our European retirement program, which amount is included in the column "All Other Compensation". (8) In 2025, we contributed $23,260 to Mr. Short's retirement plan under our North American retirement program, which amount is included in the column "All Other Compensation". (9) The terms of Mr. Koppensteiner's employment agreement entitle him to a housing allowance of €10,200 annually. (10) Mr. Short is paid in Canadian dollars and the remaining NEOs are paid in euros. All amounts set forth in this summary compensation table other than stock award amounts have been converted into dollars using the relevant average exchange rate for the year based on the noon buying rates as certified for customs purposes by the Federal Reserve Bank of New York and posted by the Federal Reserve Board of Governors. See page 42 for such exchange rates.

  93. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding awards granted during 2025 under our 2022 Plan to our NEOs:

  94. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ per Share) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Juan Carlos Bueno | February 19, 2025 | - | - | - | 115,667 | 231,333 | 250,000(3) | - | - | - | 1,625,000 | | Richard Short | February 19, 2025 | - | - | - | 30,317 | 60,633 | 121,266 | - | - | - | 788,229 | | Adolf Koppensteiner | February 19, 2025 | - | - | - | 27,798 | 55,596 | 111,192 | - | - | - | 722,748 | | Carsten Merforth | February 19, 2025 | - | - | - | 23,587 | 47,173 | 94,346 | - | - | - | 613,249 | | Wolfram Ridder | February 19, 2025 | - | - | - | 17,025 | 34,050 | 68,100 | - | - | - | 442,650 |

  95. Grants of Plan-Based Awards Table

    The "Threshold" amount reported represents vesting of a minimum percentage of the performance award if the minimum acceptable objective is achieved (as determined by the Committee). If threshold performance is not satisfied, an NEO's rights with respect to the award are forfeited. The "Target" amount reported represents the number of Shares issuable if performance objectives are achieved (as determined by the Committee) and the "Maximum" amount reported represents vesting of 200% of the performance award if the maximum objective is achieved (as determined by the Committee), subject to individual limits under the 2022 Plan. Stock awards awarded to NEOs in 2025 consist of the 2025 PSUs granted to all our NEOs on February 19, 2025. Pursuant to ASC 718, grant date fair values of the 2025 PSUs granted in February 2025 are based on the Share price of $6.50, which was the closing market price on the date of grant, and assuming vesting of 200% of the performance award if the maximum LTIP Performance Criteria is achieved for such awards as at the date of grant in accordance with SEC rules. The maximum estimated future payouts under equity incentive rewards for Mr. Bueno was 462,666 (assuming PSUs vest at 200% of the target). However, under the 2022 Plan, the maximum number of Shares that may be granted to any one participant during any of the Company's fiscal years with respect to one or more awards is 250,000, except grants to a participant in the fiscal year in which his or her service first commences may not exceed 300,000 Shares.

  96. Narrative Disclosure to Grants of Plan-Based Awards Table

    Narrative Disclosure to Grants of Plan-Based Awards Table All equity awards shown in the table were granted under our 2022 Plan. Annual incentive plan awards reflect the potential threshold, target and maximum incentive awards payable to our NEOs based upon the achievement of the LTIP Performance Criteria. Amounts shown are calculated as a percentage of base salary. Target bonus amounts assume the achievement of the LTIP Performance Criteria, at the target amounts. Maximum bonus amounts assume the achievement of the LTIP Performance Criteria, at the maximum amount of 200%. The actual equity bonus payments received by NEOs are set out in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. In fiscal 2025, we granted an aggregate of 813,834 PSUs to our senior managers and executives and 274,220 RSUs to our non-executive employees, including an aggregate of 428,785, PSUs to our NEOs. Each PSU represents one Share. As a result, the number of 2025 PSUs granted to NEOs was 200% of the "target" level of PSUs, being the maximum number of Shares that our NEOs may earn pursuant to the LTIP. The number of 2025 PSUs that actually vest and the Shares actually earned will be based on the achievement of the LTIP Performance Criteria established by the Committee over a three-year performance period that commenced on January 1, 2025, and ends on December 31, 2027 (the "2025 PSU Performance Period"). Evaluations of each of the LTIP Performance Criteria for the 2025 PSUs will be assessed by the Committee following receipt of our audited financial statements for the last completed fiscal year of the 2025 PSU Performance Period. Based on the performance criteria, no Shares were issued or vested in respect of the 2023 PSUs at the ending of the applicable three-year performance period ending on December 31, 2025.

  97. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards for our NEOs at December 31, 2025:

  98. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Juan Carlos Bueno | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 425,775 | 843,035 | | Richard Short | - | - | - | - | - | - | - | 108,091 | 214,020 | | Adolf Koppensteiner | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 102,371 | 202,695 | | Carsten Merforth | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 86,824 | 171,912 | | Wolfram Ridder | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 62,670 | 124,087 |

  99. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Reflects the number of PSUs that may be earned upon achievement of target performance of the 2025 PSUs awarded to our NEOs in 2025, the 2024 PSUs awarded to our NEOs in 2024 and the 2023 PSUs awarded to our NEOs in 2023, based on the Committee's assessment of the achievement of the LTIP Performance Criteria respecting the 2023 PSUs in February 2026. As at December 31, 2025, the vesting of such awards was contingent upon the achievement of the LTIP Performance Criteria at the end of a three-year performance period measured from January 1, 2025 and ending on December 31, 2027, in the case of the 2025 PSUs, from January 1, 2024 and ending on December 31, 2026, in the case of the 2024 PSUs, and from January 1, 2023 and ending on December 31, 2025, in the case of the 2023 PSUs. The 2025 PSUs are eligible to vest in 2028, the 2024 PSUs are eligible to vest in 2027 and the 2023 PSUs vested in February 2026. Based on the closing Share price of $1.98 per Share on the NASDAQ Global Select Market as at December 31, 2025.

  100. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table discloses the amounts received by our NEOs upon exercise of options or similar instruments or the vesting of stock or similar instruments during 2025.

  101. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Juan Carlos Bueno | ‑ | ‑ | ‑ | ‑ | | Richard Short | ‑ | ‑ | ‑ | ‑ | | Adolf Koppensteiner | ‑ | ‑ | ‑ | ‑ | | Carsten Merforth | ‑ | ‑ | ‑ | ‑ | | Wolfram Ridder | ‑ | ‑ | ‑ | ‑ |

  102. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain two separate retirement programs for our North American and European executive officers. Under the terms of our North American program, we make a contribution to a RRSP account with a financial institution in the name of the executive officer in an amount equal to 12%, which includes a notional matching component of 2%, of a combined total of 100% of gross salary and 50% of cash bonus payments up to the annual maximum RRSP limit (C$32,490 in 2025). Amounts in excess of the annual maximum RRSP limit are credited to an unfunded account and earn interest based on a notional growth rate of 5.07%. While the value of the unfunded account grows on a tax-free basis while retained in the Company, the executive officer will be subject to full taxation on the balance at the time the funds are withdrawn (upon retirement or termination of employment). Mr. Short participates in our North American program. In 2025, we contributed $23,260 on his behalf under the terms of the program. Similarly, under the terms of our European program, we make contributions to a German government regulated pension plan in an amount equal to 10% of a combined total of 100% of each participating German executive officer's gross salary and 50% of such executive's cash bonus payments. In addition, to the extent that such statutory pension is limited by an annual cap (€8,983 in 2025), contributions in excess of this amount are remitted to a third party fund up to a contractually set annual limit and held in an account in the executive officer's name. Amounts in excess of the annual maximums are credited to an unfunded account and earn interest based on a notional growth rate of 4.53%. While the value of such account grows on a tax-free basis while retained with the third party fund, the executive officer will be subject to full taxation of the balance at the time the funds are withdrawn (upon retirement or termination of employment). The NEOs participating in our European program are Messrs. Bueno, Koppensteiner, Merforth and Ridder, on whose behalf, in 2025, we contributed $10,157, $64,425, $27,116 and $38,817, respectively, under the terms of the program.

  103. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The following table sets forth information regarding contributions, earnings and account balances described above for our NEOs under our retirement programs.

  104. Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Juan Carlos Bueno | - | 102,343 | 15,098 | - | 378,268 | | Richard Short | ‑ | 34,368 | 4,206 | - | 105,706 | | Adolf Koppensteiner | ‑ | 2,876 | 1,935 | - | 43,168 | | Carsten Merforth | ‑ | 28,993 | 3,040 | ‑ | 83,300 | | Wolfram Ridder | - | 21,041 | 4,614 | - | 123,198 |

  105. Non-Qualified Deferred Compensation Table

    (1) Amounts in this column reflect our contributions to each of our NEO's respective retirement plan which is in excess of the amount permitted by applicable tax statute. We also account for these amounts in the Summary Compensation Table on page 70 of this Proxy Statement, under the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column. (2) The amount in this column reflects interest accrued based on a notional growth rate of 5.07% for Mr. Short and 4.53% for Messrs. Bueno, Koppensteiner, Merforth and Ridder. We account for these amounts in the Summary Compensation Table on page 70 under the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column. (3) Of this balance, $249,620, $68,469, $36,708, $49,064 and $93,784 were previously reported as compensation to Mr. Bueno, Mr. Short, Mr. Koppensteiner, Dr. Merforth and Mr. Ridder respectively, in the Non-Qualified Deferred Compensation Table in the prior year's proxy statement. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements rather than additional currently earned compensation.

  106. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  107. Narrative Discussion on Potential Payments upon Termination or Change of Control

    Narrative Discussion on Potential Payments upon Termination or Change of Control

  108. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings "Compensation Actually Paid to CEO" and "Average Compensation Actually Paid for NEOs" have been calculated in a manner consistent with Item 402(v) of Regulation S-K under the Exchange Act ("Regulation S-K"). Footnote (10) below sets forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table above. The following table sets forth additional compensation information of our Chief Executive Officer ("CEO") and our non-CEO NEOs along with total Shareholder return, net income, and Operating EBITDA performance results for fiscal years 2021, 2022, 2023, 2024 and 2025:

  109. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO ($) | | Compensation Actually Paid to CEO ($) | | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) | Operating EBITDA (in 000s)(6) ($) | | | Juan Carlos Bueno(1) | David Gandossi(1) | Juan Carlos Bueno(1) | David Gandossi(1) | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(9) ($) | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 2,860,261 | N/A | 509,131 | N/A | 1,046,311 | 560,964 | 18.84 | 88.89 | (497,889) | (22,018) | | 2024 | 2,951,587 | N/A | 1,505,225 | N/A | 1,045,486 | 751,319 | 59.84 | 86.62 | (85,141) | 243,722 | | 2023 | 3,174,950 | N/A | 2.081,855 | N/A | 1,063,027 | 745,149 | 100.06 | 107.36 | (242,056) | 17,462 | | 2022 | 4,945,342 | 1,518,538 | 3,016,641 | 806,333 | 1,449,725 | 1,264,178 | 103.55 | 129.84 | 247,039 | 536,521 | | 2021 | - | 3,152,658 | - | 2,194,616 | 1,374,929 | 1,065,747 | 104.19 | 132.54 | 170,988 | 478,782 |

  110. Pay Versus Performance

    Mr. Gandossi stepped down as Chief Executive Officer and President on May 1, 2022 and retired as a director effective May 31, 2022. Mr. Bueno was appointed as Chief Executive Officer and President on May 1, 2022, and was elected as a director effective May 31, 2022. In connection with Mr. Bueno's appointment, he was provided with a one-time moving cost allowance and was granted: (i) 50,000 RSUs; (ii) 96,530 PSUs that had a performance period ending on December 31, 2023; and (iii) 96,530 PSUs that had a performance period ending on December 31, 2024. Such one-time RSU and PSU grants were made to attract Mr. Bueno as well as allow Mr. Bueno to enter into the same pay for performance cycle as our other NEOs. PSU grants for the CEO in 2023 have returned to previous levels. (2) The CEOs and NEOs in the above compensation columns reflect the following:

  111. Pay Versus Performance

    | Year | CEO | NEOs | | 2025 | Juan Carlos Bueno | Richard Short, Adolf Koppensteiner, Carsten Merforth, Wolfram Ridder | | 2024 | Juan Carlos Bueno | Richard Short, Adolf Koppensteiner, Carsten Merforth, Wolfram Ridder | | 2023 | Juan Carlos Bueno | Jimmy S.H. Lee, David Ure (to May 31, 2023), Richard Short (from June 1, 2023), Adolf Koppensteiner, Guy Arguin | | 2022 | David Gandossi (to May 1, 2022) Juan Carlos Bueno (from May 1, 2022) | Jimmy S.H. Lee, David Ure, Adolf Koppensteiner, Guy Arguin | | 2021 | David Gandossi | Jimmy S.H. Lee, David Ure, Adolf Koppensteiner, Wolfram Ridder |

  112. Pay Versus Performance

    (3) Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (1) for PSU awards (excluding TSR-based PSU awards), closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price multiplied by the probability of achievement as of each such date, (2) for TSR-based PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and probability of achievement, and in all cases based on volatility, dividend rates and risk free rates determined as of the revaluation date. (4) 2025 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (7) from Total Compensation reported in the Summary Compensation Table. (5) For the relevant fiscal year, represents the cumulative total Shareholder return of Mercer International Inc. and the TSR Peer Group as set forth under the Fiscal 2025 Shareholder Returns section of this Proxy Statement. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, adjusted for stock splits and spinoffs, if such amount were invested by the market close on the last trading day before the beginning of the Company’s third preceding fiscal year. (6) EBITDA was selected as our Company Selected Measure for evaluating Pay versus Performance because it is a key performance metric in our STIP and LTIP. "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustment from Total Compensation reported in the Summary Compensation Table:

  113. Pay Versus Performance

    | | 2025 | 2025 | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | 2,860,261 | 1,046,311 | | Less, total fair value of stock and option awards reported in SCT | (1,503,665) | (320,860) | | Plus, fair value (at end of fiscal year) of awards granted in 2025 fiscal year that are unvested and outstanding | 216,596 | 46,218 | | Plus (less), change in fair (at end of fiscal year) value of prior year awards that are outstanding and unvested | (567,391) | (118,549) | | Plus, fair value (at vesting date) of awards granted and vested in 2025 fiscal year | - | - | | Plus (less), change in fair value (at vesting date) of prior year awards that vested in 2025 fiscal year | - | - | | Less, fair value (at end of prior fiscal year) of prior year awards that failed to vest in 2025 fiscal year (i.e. forfeited) | 496,670 | 92,158 | | Less, change in actuarial present value of all defined benefit and actuarial pension plans | - | - | | Plus, pension value attributable to current year's service and any change in pension value for prior years' service attributable to plan amendments made in the current year | - | - | | Compensation Actually Paid ($) | 509,131 | 560,964 |

  114. Pay Versus Performance

    Relationship between Pay and Performance Below are graphs showing the relationship of "compensation actually paid" to our Chief Executive Officer and other NEOs in fiscal 2021, 2022, 2023, 2024 and 2025 to: (1) our TSR and the TSR of the TSR Peer Group; (2) our Net Income (as defined below); and (3) our Operating EBITDA. Compensation actually paid, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance estimates but does not reflect actual amounts paid out for those awards. Compensation actually paid fluctuates due to stock price changes and varying levels of projected and actual achievement of performance goals. For a discussion of how our Committee designs and assesses the performance and modifications of our NEOs' pay, see "Compensation Discussion and Analysis" in this Proxy Statement and in the proxy statements for 2021, 2022, 2023, 2024 and 2025. Tabular List Listed below are the financial and non-financial performance measures which we believe to be our most important measures to link compensation actually paid to our NEOs to Company performance, for fiscal 2025.

  115. Pay Versus Performance

    | Measure | Explanation | | Net Income | Net income in accordance with generally accepted accounting principles in the United States ("GAAP"). | | Operating EBITDA | A non-GAAP financial measure comprised of "net income before income tax provision, interest expense, other income and depreciation and amortization". | | Total Recordable Incident Rate (TRIR) | Total recordable incident rate: the rate of recordable workplace injuries per 200,000 working hours. | | Return on Average Assets (ROAA) | Return on average assets: the ratio of "net income" in accordance with GAAP to the "average total assets" of the Company in the year. | | Revenues | Revenues for the year in accordance with GAAP. | | Other | Other non-financial measures include advancement of strategic priorities related to acquisitions, capital expenditures, productivity, carbon emissions reduction, environmental performance, employee and community engagement and equity and diversity initiatives. |

  116. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Bueno, our President and Chief Executive Officer: For 2025, our last completed fiscal year: • the annual total compensation of the employee identified at median of our Company (other than Mr. Bueno), was $62,125; • the annual total compensation of Mr. Bueno for purposes of determining the pay ratio was $2,860,261; and • the ratio of the annual total compensation of Mr. Bueno, to the median of the annual total compensation of all employees was estimated to be 46 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median employee, we determined that, as of December 31, 2025, our employee population consisted of approximately 3,540 individuals globally. To identify the "median employee" from our employee population, we collected actual base salary, bonus paid, any overtime paid, pension and other benefits paid during the year ended December 31, 2025. In making this determination, we annualized the compensation of all newly hired permanent employees during this period.