Janine North
MERCER INTERNATIONALAbout Janine North
Independent director of Mercer International Inc. since February 2021; age 64. Former founding CEO of Northern Development Initiative Trust (retired 2016 after 11 years). Current public company directorships include Conifex Timber Inc. and Imperial Metals Corporation. Education: Diploma in Management Studies (Executive MBA Program) from Simon Fraser University; B.Sc. from the University of Alberta. Core credentials: resource-sector governance, forest products operating/financing experience, board oversight roles on Audit and Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Development Initiative Trust | Founding Chief Executive Officer | 11 years; retired 2016 | Built regional economic development platform; executive leadership |
| Fraser Basin Council | Director (past) | Not disclosed | Governance in sustainability/regional planning (board service) |
| BC Ferry Services Corp. | Director (past) | Not disclosed | Governance oversight (board service) |
External Roles
| Company | Role | Public/Private | Committees (if disclosed) |
|---|---|---|---|
| Conifex Timber Inc. | Director | Public | Not disclosed in MERC proxy |
| Imperial Metals Corporation | Director | Public | Not disclosed in MERC proxy |
Board Governance
- Independence: Determined independent under NASDAQ rules; one of nine independent nominees (90% of board nominees) .
- Committee assignments (2024): Audit Committee (member); Governance & Nominating Committee (member). Not a committee chair .
- Attendance and engagement (2024): Board held 19 meetings; independent director-only sessions held 4; committees met AC(4), HRC(5), GNC(6), EHSC(4) . Each current member attended 100% of Board and committee meetings during their term, except specified directors; North is not listed among exceptions. All independent directors attended 100% of executive sessions; all directors attended the 2024 annual meeting .
- Years of service on this board: Director since February 2021 .
- Board leadership: Independent Chairperson structure and regular executive sessions; North does not hold the Lead Independent Director or Chair roles .
Fixed Compensation
| Component (FY2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $80,000 |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | None; no per‑meeting fees |
| Equity grant (annual) | $100,000 (restricted stock/DSUs/Cash DSUs) |
| 2024 election | 10,527 Cash DSUs granted June 3, 2024; vest on date of 2025 Annual Meeting |
| 2024 reported compensation | Fees $80,000; Stock awards $100,000; Total $180,000 |
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity grants are time-based (restricted stock/DSUs/Cash DSUs) under the Non‑Employee Director Incentive Program .
- For oversight context (executive plans North helps oversee as GNC member and director):
- Short-Term Incentive Plan (STIP) metrics and weights (FY2024): Operating EBITDA (40%), Safety TRIR (10%), GHG emissions intensity (5%; not for sawmills/mass timber), Productivity (15%), Costs/Profitability (10%; 15% for wood products head), Individual goals (20%). Payout curves specified for each component with 0–200% ranges .
- Long-Term Incentive Program (PSUs): Three-year performance with equal weight on Absolute ROAA (0–200% scale) and Relative TSR vs. global pulp/forest peers (0–200% scale) .
| Metric | Weight | Payout Scale (key points) |
|---|---|---|
| Operating EBITDA | 40% | 55% of target EBITDA = 50% payout; 100% = 100%; >150% = 200% |
| Safety (TRIR) | 10% | Below minimum = 0%; Target = 100%; better than target up to maximum = 200% |
| GHG intensity | 5% | Below minimum = 0%; Target = 100%; better than target up to maximum = 200% |
| Productivity | 15% | Below minimum = 0%; Target = 100%; above target to maximum = 200% |
| Costs/Profitability | 10% (15% for Wood) | Above cost min/below profit min = 0%; Target = 100%; better than target to maximum = 200% |
| Individual Objectives | 20% | Committee assessment |
| LTIP – ROAA | 50% of PSU | <2% = 0%; 5–7.99% = 100–199%; ≥8% = 200% |
| LTIP – Relative TSR | 50% of PSU | <25th percentile = 0%; 50–75th = 100–199%; >75th = 200% |
Other Directorships & Interlocks
| Company | Sector overlap with MERC | Potential interlock/conflict note |
|---|---|---|
| Conifex Timber Inc. | Forest products (lumber/biomass) | Industry overlap; no related-party transactions disclosed by MERC; Audit Committee reviews any related-party dealings per policy . |
| Imperial Metals Corporation | Mining | Limited direct operating overlap with MERC . |
- Related-party safeguards: Audit Committee pre-approves and reviews terms for any related-party transactions; independence can be impacted if such transactions exist—none disclosed for directors in 2024 .
Expertise & Qualifications
- Resource-sector and forest products experience relevant to MERC’s operations and strategic transactions .
- Governance: service on MERC’s Governance & Nominating Committee (board composition, evaluations, governance policy oversight) .
- Financial acumen: member of Audit Committee; MERC states all Audit Committee members satisfy NASDAQ independence and are financially sophisticated; the chair is designated audit committee financial expert .
Equity Ownership
| Item | Detail |
|---|---|
| Shares owned | 13,743 (includes 1,658 shares held by spouse; beneficial ownership disclaimed for those shares) |
| DSUs/Cash DSUs | 27,356.3 total; comprised of 16,829 vested Cash DSUs and 10,527 unvested Cash DSUs (granted 6/3/2024) |
| Ownership % | Less than 1% of shares outstanding |
| Director ownership guideline | Minimum holding = 5x annual cash retainer within 5 years of joining the board; all directors with ≥5 years service meet guideline as of record date. North joined in 2021 and remains within the 5-year compliance window . |
| Hedging/pledging | Prohibited for directors under MERC policies . |
| Section 16(a) compliance | All directors/officers were compliant in 2024 (no delinquent insider reports) . |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director; serves on two key committees (Audit; Governance & Nominating) with high attendance, contributing to financial oversight and board-refresh processes .
- Director pay structure aligns with shareholders via equity (DSUs/Cash DSUs) and stock ownership guidelines; anti‑hedging policy and clawback framework in place at the company level .
- MERC’s 2024 say‑on‑pay support was ~99.2%, indicating broad shareholder approval of pay and governance practices overseen by the board .
- Watch items / potential conflicts:
- External directorship at Conifex (forest products) suggests potential industry overlap; however, MERC discloses no related‑party transactions and has formal related‑party review by the Audit Committee, where North serves, which mitigates conflict risk .
- Overall view: North’s independence, committee roles, and resource-sector experience support board effectiveness; no attendance, pay, or related‑party red flags were disclosed for 2024 .
Director Compensation Detail (FY2024)
| Metric | Amount/Units |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (form) | $100,000; elected Cash DSUs; 10,527 units granted 6/3/2024; vest at 2025 AGM |
| Total | $180,000 |
| Non‑employee director standard terms | Cash retainer $80,000; equity $100,000; no meeting fees; option to take cash/equity as DSUs/Cash DSUs; vesting generally aligns to one-year board term . |
Additional Company-Level Governance References (context for board oversight)
- Board and committees held robust schedules in 2024 (Board 19; AC 4; GNC 6) with independent director-only sessions (4) and 100% attendance by independents .
- Clawback policy updated to Dodd‑Frank/NASDAQ standards; prohibits hedging and margin/pledging; strong related‑party review framework .
- Audit Committee explicitly oversees sustainability/climate-related disclosure assurances and cybersecurity risk, reflecting expanded risk oversight .