Guy Arguin
MERCER INTERNATIONALAbout Guy Arguin
Guy Arguin, age 61, is Mercer International’s Chief Human Resources Officer (CHRO) since January 2022, with prior senior HR leadership roles at SNC‑Lavalin’s Global Resources sector, British American Tobacco across multiple geographies, and earlier at Domtar in Montreal; he holds a Master’s in Industrial Relations and HR (Université du Québec en Outaouais) and a BA in Industrial Relations (McGill), and is a Certified Human Resources Professional and certified Executive Coach (AoEC, U.K.) . During his tenure, Mercer’s Operating EBITDA improved to $243.7M in 2024 from $17.5M in 2023, while total revenues rose to $2,043.4M in 2024 from $1,993.8M and net loss narrowed to $85.1M from $242.1M; year‑end share price moved from $9.48 (2023) to $6.50 (2024) . Mercer’s executive pay program emphasizes pay‑for‑performance with clawbacks and hedging prohibitions, and uses PSUs with three‑year performance periods (ROAA/TSR historically) to align incentives with EBITDA/TSR outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SNC‑Lavalin (Global Resources) | Senior Vice President, Human Resources | Not disclosed | Led HR across global resources businesses |
| British American Tobacco (Middle East, Northern Europe, France, Canada) | Senior VP HR and HR Director roles | Not disclosed | International HR leadership across multiple regions |
| Domtar (Montreal) | HR professional (start of career) | Not disclosed | Early HR experience in pulp & paper |
External Roles
No public company directorships or external board roles disclosed for Mr. Arguin .
Fixed Compensation
| Metric (USD) | 2022 | 2023 |
|---|---|---|
| Base Salary | $338,336 | $344,649 |
| Target Bonus % of Base | 50% | 65% |
| Actual Cash Bonus Paid | $293,939 | $130,307 |
| All Other Compensation (incl. housing, vacation, insurance) | $205,285 | $245,819 (includes temporary housing allowance of C$285,794) |
| Total Compensation | $1,032,515 | $930,395 |
Performance Compensation
Short‑Term Incentive Plan (STIP) – Fiscal 2023 outcome
| Component | Weighting | Payout of Target (Guy Arguin) |
|---|---|---|
| EBITDA | 40% | 0% |
| Safety | 10% | 121% |
| GHG Emissions | 5% | 91% |
| Productivity | 15% | 68% |
| Costs/Profitability | 10% | 120% |
| Individual Performance | 20% | 95% |
| Total STIP Achievement | — | 58% of target |
Long‑Term Incentive Program (PSUs)
| Grant | Grant Date | Target PSUs (#) | Max PSUs (#) | Grant‑Date Fair Value (USD) | Vesting & Metrics |
|---|---|---|---|---|---|
| 2023 PSUs | Feb 15, 2023 | 15,103 | 30,206 | $350,692 | Three‑year performance period ending Dec 31, 2025 under LTIP Performance Criteria; eligible to vest after Dec 31, 2025 |
| Companywide 2022 PSUs (context) | — | — | — | — | 2022 PSU three‑year performance (ended Dec 31, 2024) paid 0% based on ROAA and Relative TSR results |
Outstanding and Vesting
| As of Dec 31, 2023 | Unearned PSUs (#) | Payout Value (USD) |
|---|---|---|
| Guy Arguin | 28,846 | $273,460 (at $9.48/share) |
Equity Ownership & Alignment
| Ownership item | Status |
|---|---|
| Shares owned (Record Date for 2024 proxy) | 0 shares |
| DSUs/Cash DSUs | Not disclosed for Arguin |
| Stock ownership guidelines | CEO: 5× salary; other NEOs: 3× salary; unvested time‑based RSUs/DSUs count; compliance window: five years (CEO) and three years (other NEOs) from appointment |
| Compliance status | Not disclosed; as of the 2024 Record Date Arguin held 0 shares (performance‑based PSUs do not count toward guidelines), within his guideline compliance window from Jan 2022 appointment |
| Hedging/derivatives | Prohibited by company policy |
| Clawback policy | Amended and restated in 2023 to recover erroneously awarded incentive compensation and in specified misconduct cases |
Employment Terms
| Scenario | Cash Severance | Bonus Component | Equity | Other Terms |
|---|---|---|---|---|
| Termination without cause or voluntary “good reason” | 1× annual salary | Plus higher of current annual bonus or the highest variable pay and average incentive bonus over the prior two years; payable in equal installments over 12 months | All unvested stock options and any other equity awards vest immediately | Accrued benefits; if a change of control occurs after such termination, unpaid severance installments paid in lump sum immediately after CoC |
| Change of control termination (in contemplation of/at/within 12 months after CoC) | 1.5× annual salary | Plus higher of current annual bonus or the highest variable pay and average incentive bonus over the prior two years; paid in lump sum | Immediate vesting of unvested equity | CoC definition includes >50% beneficial ownership or voting control, board composition change, merger/amalgamation, sale of substantially all assets, bankruptcy, or approved plan of liquidation (with effective control provisions) |
| Death/Disability | No additional benefits beyond accrued salary, vacation, any unpaid/earned bonuses; equity vests immediately |
Estimated severance (if terminated without cause on Dec 31, 2023)
| Component | Amount (USD) |
|---|---|
| Cash Severance Benefit | $553,658 |
| PSU Awards Acceleration | $273,460 |
| Total | $827,118 |
Compensation Structure Analysis
- Year‑over‑year cash vs equity mix: Arguin’s bonus decreased from $293,939 (2022) to $130,307 (2023) consistent with a 58% STIP outcome, while PSU grant value remained broadly stable ($176,598 in 2022 vs $175,346 in 2023), indicating reduced cash payout alignment with lower short‑term performance and steady long‑term equity exposure .
- Equity instruments: Long‑term incentives since 2023 have been exclusively PSUs with three‑year performance periods, increasing performance‑contingency relative to time‑vested RSUs; 2022 performance cycles paid 0% companywide, underscoring robust hurdle design (ROAA/Relative TSR) .
- Governance protections: Clawback policy enhanced in 2023, and hedging/derivatives are prohibited, supporting alignment and risk control; no tax gross‑ups disclosed for executives .
- Ownership alignment: As of the 2024 Record Date, Arguin held 0 shares and had performance‑based PSUs outstanding; with a 3× salary ownership guideline for NEOs and a three‑year compliance window from appointment, disclosure does not confirm guideline compliance .
Investment Implications
- Alignment and retention: Performance‑only equity (PSUs) and enhanced clawbacks/hedging prohibitions signal disciplined pay‑for‑performance; however, no reported direct share ownership as of the 2024 Record Date and PSUs failing to vest in the 2022 cycle (0% payout companywide) indicate both strong performance gates and limited immediate “skin‑in‑the‑game,” with guideline compliance not disclosed .
- Selling pressure/vesting overhang: Arguin’s 2023 PSU grant (vests after Dec 31, 2025) and outstanding PSUs (28,846 at year‑end 2023 with $273,460 payout value at $9.48/sh) imply potential post‑vesting liquidity events around 2026 subject to performance outcomes; equity vests immediately on certain termination events, amplifying event‑driven supply risk .
- Change‑of‑control economics: 1.5× salary plus bonus multiple and full equity acceleration under CoC termination are moderate but meaningful, adding cost in transactions and increasing event‑driven vesting risk; the detailed CoC definition is broad, covering control, mergers, asset sales, and liquidation .
- Performance backdrop: Operating EBITDA and revenues improved materially in 2024 (to $243.7M and $2,043.4M) while net loss narrowed; year‑end share price declined to $6.50 and dividends held flat at $0.30, framing mixed shareholder outcomes within a cyclical recovery—important context for PSU vesting prospects and bonus calibration .
- Shareholder support: Say‑on‑pay votes showed high approval (99.2% in 2024; 91.2% in 2023), suggesting investors broadly accept the compensation framework, including PSU emphasis and risk controls .