Genevieve Stannus
MERCER INTERNATIONALAbout Genevieve Stannus
Genevieve Stannus (age 55) is Vice President, Treasurer at Mercer International Inc. (MERC), serving in this role since February 2021; she was Treasurer from July 2005 to February 2021 and joined Mercer in August 2003 as Senior Financial Analyst. Prior to Mercer, she held Senior Treasury Analyst positions at Catalyst Paper Corporation and Pacifica Papers Inc., and is a member of the Chartered Professional Accountants of Canada . Company performance under her tenure improved in 2024 as Operating EBITDA rose to $243.7 million from $17.5 million in 2023 while total revenues increased 2% to $2,043.4 million; however, net loss remained elevated at $85.1 million and the year-end share price fell to $6.50 from $9.48 in 2023 .
Company operating metrics (context for tenure):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total revenues ($MM) | $1,993.8 | $2,043.4 |
| Operating EBITDA ($MM) | $17.5 | $243.7 |
| Net income (loss) ($MM) | $(242.1) | $(85.1) |
| Price per Share (year-end) | $9.48 | $6.50 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercer International | VP, Treasurer | Feb 2021–present | Corporate treasury leadership during liquidity and refinancing actions (e.g., extending earliest senior notes to 2028) . |
| Mercer International | Treasurer | Jul 2005–Feb 2021 | Long-term treasury stewardship through cycles; supported funding and liquidity management . |
| Mercer International | Senior Financial Analyst | Aug 2003–Jul 2005 | Corporate finance analytics supporting operations and capital planning . |
| Catalyst Paper Corporation | Senior Treasury Analyst | Not disclosed | Treasury operations and risk management at a forest products issuer . |
| Pacifica Papers Inc. | Senior Treasury Analyst | Not disclosed | Treasury operations and liquidity management . |
External Roles
None disclosed for board or public company directorships .
Fixed Compensation
- Mercer’s proxy discloses detailed salaries for NEOs but does not disclose base salary or bonus specifics for non-NEO executives like Ms. Stannus; NEO salaries are reviewed annually with cost-of-living and merit adjustments (e.g., 2025 CEO +3.6%, CFO +13.5% including merit) .
- Retirement programs: North American execs receive 12% contributions on salary and 50% of cash bonus up to the RRSP cap; European execs receive contributions equal to 10% on salary and half of bonus; Ms. Stannus’ plan participation is not individually disclosed .
Performance Compensation
Mercer uses both short-term cash bonuses (STIP) and long-term PSUs under the 2022 Stock Incentive Plan.
Short-Term Incentive Plan (applies to “executives”; NEO targets shown for context):
- STIP components and weights: Operating EBITDA (40%); Safety TRIR (10%); GHG emissions intensity (5%, non-sawmill); Productivity (15%); Costs/Profitability (10–15% by segment); Individual objectives (20%). Payouts interpolate from thresholds to maximum 200% .
- FY2024 company-level STIP attainment for NEOs (illustrative of payout calibration): EBITDA 59% of target; Safety ~104–112%; GHG ~109%; Productivity ~51–101%; Costs/Profitability ~27–113%; total STIP achievement 73–79% of target, with corresponding cash bonuses paid in Feb 2025; individual executive targets vary by role .
Long-Term Incentive Program (PSUs):
- Design: Annual PSU grants with 3-year performance periods; equal weighting of (i) Absolute Return on Average Assets (ROAA) and (ii) Relative Total Shareholder Return (TSR) vs a global pulp & paper peer group; each metric pays from 0% to 200% of target with interpolation .
- FY2024 grants: 1,835,304 PSUs to executives (356,946 PSUs to NEOs at 100% target, eligibility to vest after Dec 31, 2026); grant date $7.68/share; vesting depends on ROAA and TSR achievement .
- FY2022 PSU outcome: 0% vesting due to ROAA of (0.81)% and TSR at 14th percentile; indicates strict pay-for-performance calibration and limited near-term selling pressure from 2025 settlements of 2022 PSUs .
Performance Compensation structure summary:
| Metric | Weight | Target Calibration | Actual (FY2024 illustrative) | Payout Range | Vesting |
|---|---|---|---|---|---|
| Operating EBITDA | 40% | Mid-cycle plan target; 0–200% curve | 59% of target (NEO calibration) | 0–200% | Annual cash (Feb following year) |
| Safety (TRIR) | 10% | Site-specific TRIR thresholds | ~104–112% of target (role-specific) | 0–200% | Annual cash |
| GHG Emissions Intensity | 5% | Site-specific kgCO2e/ADMT thresholds | ~109% of target (non-sawmill) | 0–200% | Annual cash |
| Productivity | 15% | Site-specific output (ADMTs/m3/hr/backlog) | ~51–101% of target | 0–200% | Annual cash |
| Costs/Profitability | 10–15% | Unit cost or EBITDA/m3 targets | ~27–113% of target | 0–200% | Annual cash |
| Individual Objectives | 20% | Pre-set annual goals | 100% (NEO examples) | Committee discretion | Annual cash |
| PSUs (ROAA) | 50% (LTIP) | ROAA tiers (≥2% → 50%+, ≥5% → 100%+) | 2022 PSU: (0.81)% (0%) | 0–200% | 3-year vest, equity |
| PSUs (TSR) | 50% (LTIP) | Percentile vs peers (≥50th → 100%+) | 2022 PSU: 14th percentile (0%) | 0–200% | 3-year vest, equity |
Equity Ownership & Alignment
- Equity awards: Current executive officers as a group (includes Ms. Stannus) had 2,040,274 shares covered by awards under the 2022 Plan (assuming PSUs vest at 200% for reporting); individual breakdown for Ms. Stannus is not disclosed .
- Hedging/pledging: Executives are prohibited from hedging Mercer stock and cautioned against pledging or holding in margin accounts; non-transferability and clawback provisions apply to awards, reinforcing alignment and risk controls .
- Ownership guidelines: Policy applies to NEOs (CEO 5x salary; other NEOs 3x); not disclosed as applicable to non-NEO executives like Ms. Stannus .
Employment Terms
- Executive-specific employment agreements and severance terms are disclosed for NEOs only; Ms. Stannus’ individual contract terms are not disclosed. Mercer’s 2022 Plan uses “double-trigger” change-of-control vesting for employees/officers (100% target for PSUs if terminated within 12 months of a change of control); non-employee directors have single-trigger vesting for restricted stock on change of control .
- Clawback policy applies to cash and equity incentive compensation in the event of accounting restatements and specified misconduct .
Performance & Track Record
- Strategic/financial execution: 2024 highlights include refinancing 2026 notes (extending earliest maturity to 2028), >$100 million long-term debt reduction in Q4, exiting CPP JV, and completing two large-scale mass timber projects; Operating EBITDA rose to $243.7 million while costs fell ~7% YoY, indicating improved operating leverage into 2025 .
- TSR context: Five-year total return for Mercer was $62.33 on a $100 base vs S&P SmallCap 600 at $149.37 and TSR peer group at $106.38, underscoring cyclicality and underperformance vs benchmarks through 2024 .
Five-year TSR (cumulative, $100 base at 12/31/2019):
| Year | MERC | S&P SmallCap 600 | TSR Peer Group |
|---|---|---|---|
| 2020 | $87.24 | $111.29 | $116.61 |
| 2021 | $104.19 | $141.13 | $114.36 |
| 2022 | $103.54 | $118.41 | $99.24 |
| 2023 | $87.29 | $137.42 | $114.24 |
| 2024 | $62.33 | $149.37 | $106.38 |
Compensation Structure Analysis
- Shift to PSUs-only LTIP for executives in 2023–2024 increases performance linkage and reduces time-based equity; FY2022 PSU vesting at 0% highlights discipline and limited windfall risk despite volatility .
- Committee retains discretion to lower payouts even when targets are met; anti-hedging/pledging and clawback policies mitigate risk-taking and misalignment .
- Equity plan burn rate averaged 0.46% over three years, below industry proxy advisor benchmarks; overhang would be ~12.1% if share reserve increased by 2.5 million as proposed, with intention to avoid excessive dilution via individual limits .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval was ~99.2% at the 2024 annual meeting, indicating strong shareholder support for the compensation framework; the Board recommends approval again in 2025 .
Investment Implications
- Alignment: Ms. Stannus, as an executive officer covered by anti-hedging/anti-pledging and clawback policies, operates within a compensation system tightly tied to absolute ROAA and relative TSR, aligning liquidity and capital stewardship with shareholder value creation .
- Selling pressure: 0% vesting of FY2022 PSUs reduces near-term equity settlement-related selling; future PSU vesting (FY2023/FY2024 cycles) hinges on sustained ROAA improvement and TSR ranking, making award realizations sensitive to operational and market execution over 2025–2027 .
- Retention risk: No individual employment terms disclosed for Ms. Stannus; plan-level double-trigger protections and equity participation for executives (group includes Ms. Stannus) support retention through change-of-control scenarios while limiting single-trigger windfalls .
- Governance signal: Very high say-on-pay support and below-benchmark burn rate suggest investor comfort with pay-for-performance and dilution discipline, though multi-year TSR underperformance points to continued execution risk in cyclicals and cost structure optimization .
Notes on disclosure limits:
- Base salary, bonus, individual equity award counts/vesting, ownership amounts, pledging/hedging activity, and severance specifics for Ms. Stannus are not disclosed in proxies; where appropriate, company-wide or NEO frameworks are provided to assess alignment and risk .