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Adolf Koppensteiner

Chief Operating Officer, Pulp Products at MERCER INTERNATIONALMERCER INTERNATIONAL
Executive

About Adolf Koppensteiner

Adolf Koppensteiner, age 64, is Chief Operating Officer, Pulp Products at Mercer International (MERC), having served as COO since January 1, 2018 and COO, Pulp Products since August 2022; he joined Mercer in 2007 and previously led operations at Rosenthal and Stendal mills . Company performance during 2024 included Operating EBITDA of $243.7 million (up from $17.5 million in 2023), total revenues of $2,043.4 million, and year-end share price of $6.50; MERC’s FY2024 TSR value of an initial $100 investment was $59.84 versus peer group $86.62, highlighting a mixed shareholder return backdrop despite operational improvement . His compensation structure emphasizes pay-for-performance via STIP and PSU-based LTIP linked to Operating EBITDA, safety/ESG, productivity/costs, and multi-year ROAA and relative TSR outcomes .

Past Roles

OrganizationRoleYearsStrategic Impact
Mercer International – Rosenthal millMill Manager2007 onwardLed mill operations, engineering and optimization initiatives
Mercer International – Stendal millManaging Director, Operations & TechnicalSince Oct 2013Oversaw operations/technical functions at flagship pulp mill
Mercer International (Global)Chief Operating OfficerJan 1, 2018 – Aug 2022Enterprise-wide operational leadership across assets
Mercer International (Pulp)COO, Pulp ProductsSince Aug 2022Focused operational leadership on pulp segment
Kvaerner Central EuropeManaging Director (Sales & Service)~15 years (pre-Mercer)Built deep pulp/paper engineering and project/start-up expertise

External Roles

OrganizationRoleYearsNotes
None disclosedNo current public company board roles disclosed for Koppensteiner

Fixed Compensation

Metric202220232024
Base Salary ($)436,174 465,873 483,272
Target Bonus (% of Salary)75% (policy) 75% (policy) 75% (policy)
Actual Bonus Paid ($)411,071 202,985 286,864
Total Compensation ($)1,290,097 1,118,702 1,223,169
2025 Base Salary ($)500,670 (effective Feb 2025; +3.6% YoY)

Notes: 2024 “All Other Compensation” included auto ($22,735), retirement plan contributions ($60,933), and housing allowance ($11,037; €10,200 annually per agreement) . Change in pension value for 2024 was -$903, reflecting notional interest mechanics of the European program .

Performance Compensation

2024 Short-Term Incentive Plan (STIP) – Component Outcomes

ComponentWeight (% of STIP)Target Definition2024 Payout (% of Target)
Operating EBITDA40% Operating EBITDA vs STIP Target EBITDA (mid-cycle pricing calibration) 59%
Safety (TRIR)10% TRIR vs threshold (min/target/maximum with interpolation) 112%
GHG Emissions (Fuel Oil Intensity)5% Corporate fuel oil intensity vs targets 109%
Productivity15% Weighted by mill: pulp production; sawmill productivity/hour; mass timber orders/executions 51%
Costs/Profitability10% (pulp mills only for Koppensteiner) Weighted cash production cost/tonne (pulp) vs targets (interpolated) 113%
Individual Goals20% Annual performance goals approved by HRC 100%
Total STIP AchievementWeighted sum of component outcomes79% of bonus target

Resulting cash bonus of $286,864 (59% of 2024 base salary), consistent with 79% achievement on a 75% target bonus level .

Long-Term Incentive Program (LTIP) – PSUs

PSU CohortPerformance PeriodMetric WeightingTarget Units (#)Max Units (#)Grant Date Fair Value ($)Vesting Timing/Outcome
2024 PSUsJan 1, 2024 – Dec 31, 202650% ROAA; 50% Relative TSR vs peer group 46,775 93,550 718,464 (at $7.68/share; max assumed for ASC 718 per table) Eligible to vest in 2027 based on LTIP criteria
2022 PSUsJan 1, 2022 – Dec 31, 202450% ROAA; 50% Relative TSR 27,442 54,884 (implied) Vested 0%; ROAA -0.81% and TSR 14th percentile → 0% payout

PSU performance scales: ROAA <2% → 0%; 2–4.99% → 50–99%; 5–7.99% → 100–199%; >8% → 200%; TSR <25th → 0%; 25–49th → 50–99%; 50–75th → 100–199%; >75th → 200% .

Equity Ownership & Alignment

ItemValue
Common shares beneficially owned41,344 shares
Ownership as % of outstanding<1% (company denotes “*” less than 1%)
Unvested PSU balance at target (across 2022–2024 cohorts)76,651 units (market value $498,232 at $6.50)
Outstanding optionsNone disclosed for NEOs; no options shown in awards table
Shares covered by outstanding awards (max 200% assumption)264,494 (Koppensteiner)
Stock ownership guidelinesNEOs: 3x base salary; CEO: 5x; compliance window 3 years (NEOs)
Hedging/pledging policyHedging prohibited; executives cautioned against pledging/margin accounts
Clawback policyRecovery of erroneously awarded incentive comp on restatement; misconduct forfeiture/clawback provisions

Employment Terms

TermDetail
Current roleCOO, Pulp Products (since Aug 2022); prior COO since Jan 1, 2018
Employment history at MERCJoined 2007; Rosenthal Mill Manager; Stendal Managing Director (Ops/Technical) since Oct 2013
Notice period12-month notice by either party; no individual change-of-control provision in his employment agreement
Severance (termination without cause, as of Dec 31, 2024)Cash severance $959,050; PSU acceleration $230,809; total $1,189,859 (valued at $6.50/share)
Change-of-control (CIC) — plan treatment2022 Stock Incentive Plan uses double-trigger; upon qualifying termination within 12 months of CIC, PSUs vest at 100% of target; options/RSUs fully vest
CIC scenario (as of Dec 31, 2024)Cash severance $959,050; performance award acceleration $676,605; total $1,635,655 (valued at $6.50/share)
Retirement programEuropean defined contribution-type; 2024 employer contributions $60,933; notional interest rate 4.07%

Investment Implications

  • Pay-for-performance alignment is intact: 2022 PSUs paid 0% given ROAA and TSR underperformance, while 2024 STIP paid 79% on blended targets (notably strong safety and GHG outcomes offsetting lower EBITDA/productivity), indicating disciplined incentive outcomes tied to operations and ESG metrics .
  • Retention risk appears moderate: a 12-month notice period with meaningful but not outsized severance and double-trigger CIC terms (100% target vesting) reduce flight risk while avoiding single-trigger windfalls; no options overhang and prohibited hedging further align interests .
  • Near-term insider selling pressure is limited: equity is primarily in multi-year PSUs (76,651 target PSUs unvested) with 2024 cohort vesting in 2027, and no disclosed options; beneficial ownership is modest (<1%), lowering collateral-related risks given anti-pledging policy .
  • Operational leverage to incentives: Koppensteiner’s STIP weighting emphasizes Operating EBITDA, productivity, and pulp cost efficiency; with 2024 Operating EBITDA rebounding to $243.7 million and costs down 7%, sustained execution on mill efficiency and safety/ESG can support future LTIP outcomes and cash bonus realization despite 2024 share price decline (closing $6.50; TSR $59.84) .