James Shepherd
MERCER INTERNATIONALAbout James Shepherd
Independent director (age 72) serving since June 2011; former CEO of Canfor Corporation (2004–2007) and Slocan Forest Products Ltd. (1999–2004), with prior presidencies at Crestbrook Forest Industries and Finlay Forest Industries. Mechanical Engineering degree (Queen’s University). Classified independent under NASDAQ standards; currently Chair of the Governance & Nominating Committee (effective March 1, 2024) and member of the Human Resources Committee; 2024 committee attendance: 4/5 HRC and 5/6 GNC; attended all independent director executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canfor Corporation | President & CEO | 2004–2007 | Led large-scale capital and operational programs |
| Slocan Forest Products Ltd. | President & CEO | 1999–2004 | Oversaw forest products operations |
| Crestbrook Forest Industries Ltd. | President | Not disclosed | Senior leadership in forest products |
| Finlay Forest Industries Limited | President | Not disclosed | Senior leadership in forest products |
| Forest Products Association of Canada | Chairman | Not disclosed | Policy and industry advocacy |
External Roles
| Organization | Role | Status |
|---|---|---|
| Conifex Timber Inc. | Director | Prior service (not current) |
| Canfor Corporation | Director | Prior service (not current) |
| Canfor Pulp Income Fund (now Canfor Pulp Products Inc.) | Director | Prior service (not current) |
| Buckman Laboratories International Inc. | Director | Past director (private company) |
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee (appointed March 1, 2024); member, Human Resources Committee .
- Attendance and engagement: 2024 HRC 4/5 (80%) and GNC 5/6 (~83%); independent director executive sessions: 100% attendance; annual meeting attendance: all directors attended .
- Independence: Board determined Shepherd is independent; 9 of 10 director nominees independent; committees led by independent chairs .
- Committee work focus: GNC leadership on director nominations, governance guidelines, board effectiveness evaluation; HRC oversight of executive compensation, succession and peer group review .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Committee chair fee (GNC) | $5,000 | Prorated for Mar 1–May 31, 2024 stub period |
| Meeting fees | $0 | No meeting fees paid |
| Total fees earned | $105,000 | Reported in Director Compensation Table |
- Director stock ownership guidelines: 5x annual cash retainer value within five years; all non-employee directors with ≥5 years met the guideline as of the record date (includes Shepherd) .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Election |
|---|---|---|---|---|---|
| Restricted stock rights | June 3, 2024 | 10,527 | $100,000 at $9.50/share | Vests at 2025 Annual Meeting date | Received as restricted stock rights (not DSUs/Cash DSUs) |
- No performance metrics tied to director equity awards disclosed (time-based vesting under Non-Employee Director Incentive Program) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | HRC members (including Shepherd) had no relationships requiring disclosure; no interlocks with other entities’ boards/compensation committees |
| Shared directorships with competitors/suppliers/customers | Prior public boards in forest products (Canfor, Conifex, Canfor Pulp) may indicate industry network exposure; no related-party transactions disclosed involving Shepherd |
Expertise & Qualifications
- Senior leadership in forest products across harvesting, pulp, lumber and paper; experienced in designing, executing and implementing large, complex capital projects at manufacturing facilities .
- Governance leadership as GNC Chair; public company board experience; capital markets and international business exposure per Board skills matrix .
Equity Ownership
| Holder | Shares Owned | DSUs/Cash DSUs Owned | Notes | Ownership % |
|---|---|---|---|---|
| James Shepherd | 80,538 | – | 10,527 restricted stock rights granted June 3, 2024 (unvested until Meeting) | <1% |
- Anti-hedging/pledging: Company prohibits director hedging; cautions against pledging/margin accounts; awards non-transferable; clawback and forfeiture provisions apply to awards .
Governance Assessment
- Strengths: Independent status; governance leadership as GNC Chair; deep operating and capital project expertise in core industry; strong alignment via director ownership guidelines adherence; executive sessions fully attended; say‑on‑pay support at 99.2% in 2024 reinforces shareholder confidence in compensation governance .
- Weaknesses/RED FLAGS: Sub‑100% 2024 committee attendance (HRC 4/5; GNC 5/6) indicates minor engagement gap relative to peers; monitor future attendance and committee load .
- Conflicts/related party: Audit Committee reviews related party transactions; none disclosed for Shepherd; HRC interlocks explicitly negated .
- Ownership alignment and risk controls: Time‑based equity grants; anti‑hedging policy; clawback framework; director stock ownership guideline compliance mitigate misalignment risk .
- Shareholder influence context: Concentrated ownership (Peter R. Kellogg ~33.9%) may amplify governance scrutiny; underscores importance of independent GNC leadership and robust board processes .