Alice Laberge
MERCER INTERNATIONALAbout Alice Laberge
Independent director since February 2021; age 69. Former President & CEO of Fincentric Corporation; ex-CFO and SVP, Finance at MacMillan Bloedel Ltd. Current director of Russel Metals Inc. and the Canadian Public Accountability Board; prior director at Potash Corporation of Saskatchewan (2003–2018), Nutrien Ltd. (2018–May 2024), and Royal Bank of Canada (retired January 2021 after 15+ years). Education: MBA (University of British Columbia) and BSc (University of Alberta); Fellow of the Institute of Corporate Directors; recognized for extensive financial and accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fincentric Corporation | President & CEO | Until 2005 | Led software solutions provider to financial institutions; operating leadership |
| MacMillan Bloedel Ltd. | CFO & SVP, Finance | Not disclosed | Deep finance, accounting, capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Russel Metals Inc. | Director | Since 2007 | Public company governance; industrial exposure |
| Canadian Public Accountability Board | Director | Not disclosed | Audit oversight and public accountability |
| Nutrien Ltd. | Director | 2018–May 2024 | Large-cap ag/chem governance; retired May 2024 |
| Potash Corporation of Saskatchewan | Director | 2003–2018 | Commodity and resource sector governance |
| Royal Bank of Canada | Director | ~2005–Jan 2021 | Retired after 15+ years; major financial institution board experience |
Board Governance
- Independence: Board determined Alice Laberge is independent under NASDAQ rules; one of nine independent director nominees (90%) .
- Committee assignments (2024): Audit Committee member (avg attendance 100%; 4 meetings); Human Resources Committee member (chair through May 31, 2024; avg attendance 96%; 5 meetings) .
- Attendance: In 2024, each current director attended 100% of Board and committee meetings except noted exceptions; Ms. Laberge not among exceptions; independent director executive sessions held 4 times with 100% attendance .
- Board activity: 19 full Board meetings; independent director-only meetings: 4. Committee meetings: Audit 4, HRC 5, Governance & Nominating 6, Environmental, Health and Safety 4 .
- Lead director: Role eliminated February 26, 2024; Board adopted an independent Chairperson model (Chair: William D. McCartney) .
- Stock ownership guidelines: Non-employee directors must reach ownership equal to 5× annual cash retainer within five years; directors with ≥5 years met the guideline (Laberge joined 2021; within five-year window) .
- Hedging/pledging: Directors prohibited from hedging Mercer stock; policy cautions against pledging/margin holdings .
- Related party transactions: Audit Committee reviews and approves terms of all related party transactions; none disclosed requiring action specific to HRC members (including Ms. Laberge) .
- Say-on-pay signal: 2024 advisory vote approval ~99.2%—positive shareholder support for compensation governance overseen by HRC (which included Ms. Laberge) .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Detail for Laberge |
|---|---|---|
| Annual cash retainer (non-Chair) | $80,000 | $80,000 |
| Committee chair fees | $20,000 per chair (Audit, HRC, GNC, EHSC) | Ceased HRC Chair May 31, 2024; 2024 cash shows no chair fee |
| Meeting fees | None | No meeting fees; expenses reimbursed |
Director Compensation Table excerpt (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Alice Laberge | 80,000 | 100,000 | 180,000 |
Program terms:
- Non-employee directors: annual equity grant $100,000; Chairperson $165,000; directors may elect DSUs or Cash DSUs in lieu of restricted stock; settlement on cessation of service (DSUs in shares, Cash DSUs in cash) .
Performance Compensation (Oversight by HRC; applies to executives, not directors)
Mercer’s Human Resources Committee (member; former Chair: Laberge) sets executive performance metrics; directors do not receive performance-based pay. Key structures:
Short-Term Incentive Plan (STIP) weights and payout curves:
| Component | Weight | Payout scale (example) |
|---|---|---|
| Operating EBITDA vs Target | 40% | <55%: 0%; 55%: 50%; 100%: 100%; >150%: 200% |
| Safety (TRIR) | 10% | Below minimum: 0%; between min/target: 50–100%; target/max: 100–200% (straight-line) |
| GHG emissions intensity | 5% | Below minimum: 0%; between min/target: 50–100%; target/max: 100–200% (mill-specific thresholds) |
| Productivity | 15% | Below min: 0%; min→target: 50–100%; target→max: 100–200% (site-specific) |
| Costs/Profitability | 10–15% | Below min: 0%; min→target: 50–100%; target→max: 100–200% (site-specific) |
| Individual objectives | 20% | Committee review |
Long-Term Incentive Program (PSUs; 3-year):
| Metric | Weight | Thresholds |
|---|---|---|
| Absolute Return on Average Assets (ROAA) | 50% | <2%: 0%; 2–4.99%: 50–99%; 5–7.99%: 100–199%; >8%: 200% |
| Relative TSR (vs global pulp/forest peers) | 50% | <25th pct: 0%; 25–49th: 50–99%; 50–75th: 100–199%; >75th: 200% |
FY2022 PSU vesting outcome: 0% vested (ROAA −0.81%; TSR 14th percentile)—illustrates discipline under Laberge’s former HRC oversight period .
Other Directorships & Interlocks
- Current public company boards: Russel Metals Inc. (since 2007) .
- Public sector/oversight: Canadian Public Accountability Board .
- Prior boards: PotashCorp (2003–2018), Nutrien (2018–May 2024), Royal Bank of Canada (retired Jan 2021 after 15+ years) .
- HRC interlocks/insider participation: None—no relationships requiring disclosure; no cross-comp committee interlocks with Mercer's executives .
Expertise & Qualifications
- Financial/accounting and capital markets expertise; senior executive leadership in forest products and finance .
- Audit Committee membership: Board states all Audit Committee members are independent and financially sophisticated; Chair qualifies as “audit committee financial expert” (Laberge is member) .
- ICD Fellow; MBA (UBC); BSc (Alberta) .
Equity Ownership
| Holder | Shares Owned | DSUs & Cash DSUs | Vested vs Unvested | % Outstanding |
|---|---|---|---|---|
| Alice Laberge | 7,065 | 53,246 total units | 10,094 vested DSUs; 32,625 vested Cash DSUs; 10,527 unvested Cash DSUs; includes 529 DSU and 1,438 Cash DSU dividend equivalents | <1% (“*”) |
Notes:
- 2024 equity election: 10,527 Cash DSUs granted June 3, 2024; vest on the Annual Meeting date; settle in cash equal to share fair value upon cessation unless deferred .
- Director ownership guideline: 5× cash retainer within 5 years; directors ≥5 years have met guideline; Laberge within compliance window (joined 2021) .
- Section 16(a) compliance: All directors/officers complied in 2024 .
Governance Assessment
- Independence and committee leadership: Independent director; former HRC Chair (until May 31, 2024) and current Audit Committee member—positions aligned with compensation governance and financial oversight .
- Attendance and engagement: 100% attendance at Board/committee meetings; independent director executive sessions held 4 times with full attendance—strong engagement signal .
- Ownership alignment: Holds shares and significant DSUs/Cash DSUs; subject to director stock ownership guidelines; elected Cash DSUs (settle in cash), which tie value to share price but reduce post-service share delivery; settlement terms documented .
- Compensation governance outcomes: 2024 say-on-pay approval ~99.2%; FY2022 PSUs vested at 0%—evidence of rigorous performance gating under HRC oversight .
- Conflicts/related-party: No HRC interlocks or related-party relationships requiring disclosure; Audit Committee reviews any related party transactions .
- Risk/context: Concentrated shareholder base (Peter R. Kellogg beneficially ~33.9%) is a structural governance consideration; Audit Committee oversight of cybersecurity and related risks; no material cyber incidents in 2024 .
RED FLAGS to monitor
- Cash DSU elections result in cash-settled awards at departure (rather than share delivery), which may modestly reduce post-service equity alignment relative to DSUs/restricted stock; however, value remains linked to Mercer’s share price .
- Ownership concentration by a >5% holder (~33.9%) warrants continued oversight of minority shareholder interests .