Juan Carlos Bueno
MERCER INTERNATIONALAbout Juan Carlos Bueno
Juan Carlos Bueno, age 56, has served as Mercer International Inc.’s Chief Executive Officer and President since May 1, 2022 and as a director since May 2022; he holds a BSc in Industrial Engineering and a graduate degree in Negotiation & International Relations . He previously led Stora Enso’s Biomaterials division (2011–2017), growing sales and profitability (described as “tripling profitability” in 2023 proxy language), and co‑founded/chaired Global Energy (2018–Mar 2022) . Pay-for-performance calibration is evident in long-term incentive outcomes: 2021 PSUs vested at 60.9% for Bueno (ROAA 2.9%, TSR 29th percentile), while 2022 PSUs paid 0% (ROAA −0.81%, TSR 14th percentile), aligning realized equity with results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stora Enso | Executive Vice President and Divisional CEO, Biomaterials | 2011–2017 | Designed and led new biomaterials division; grew sales and tripled profitability; six manufacturing sites; ~2,000 employees . |
| E.I. DuPont de Nemours & Co. | Various executive roles (VP Crop Protection, President Agar Cross, Commercial Manager, Global Financial Analyst, Consultant) | Not disclosed | Multi‑country operating, commercial, and analytical leadership across Brazil, UK, Argentina, Colombia, USA . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Energy | Chairman and Co‑founder | 2018–Mar 2022 | Co‑founded company producing novel green energy generation devices . |
Fixed Compensation
| Metric (USD unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Summary Comp Table) | $449,827 | $726,230 | $753,354 |
| Cash Bonus (STIP) Paid | $585,822 | $426,966 | $592,383 |
| Non‑Equity Incentive Plan Compensation | $54,780 | $98,927 | $96,269 |
| All Other Compensation | $97,205 | $480,923 | $16,266 |
| Total Compensation | $4,945,342 | $3,174,950 | $2,951,587 |
| Contractual Base Salary (Employment Agreement, EUR) | €645,566 (reviewed annually) | €645,566 (reviewed annually) | €645,566 (reviewed annually) |
| Target Annual Bonus (% of Base) | 100% | 100% | 100% |
Notes: 2022 includes one‑time equity awards upon appointment; currency effects noted by company .
Performance Compensation
Short‑Term Incentive Plan (STIP)
- Structure and weights (2023–2024): EBITDA 40%, Safety 10%, GHG emissions 5% (not applicable to some roles), Productivity 15%, Costs/Profitability 10% (15% for certain roles), Individual 20% .
- CEO target/max: 100%/200% of base salary .
| Year | EBITDA Payout of Target | Safety | GHG Emissions | Productivity | Costs/Profitability | Individual | Total STIP Achievement (% of Target) |
|---|---|---|---|---|---|---|---|
| 2022 | 198% | 152% | — | 28% | 56% | 110% | 128% |
| 2023 | 0% | 121% | 91% | 68% | 120% | 100% | 59% |
| 2024 | 59% | 109% | 109% | 61% | 94% | 100% | 79% |
Long‑Term Incentive Program (PSUs)
- Metrics/weights: Absolute ROAA and Relative TSR, equally weighted; 0%–200% payout scale over 3‑year performance period .
- 2024 PSU grant (Feb 14, 2024): Target 194,442 PSUs (200% of base salary); eligible to vest after Dec 31, 2026; max 250,000 due to annual plan cap .
- 2021 PSUs (performance period ended Dec 31, 2023): ROAA 2.9% → 64.7% payout; TSR 29th percentile → 57% payout; Bueno vested 58,754 PSUs (60.9% of target) in Feb 2024 .
- 2022 PSUs (performance period ended Dec 31, 2024): ROAA −0.81% and TSR 14th percentile → 0% payout (no vesting) .
| PSU Cohort | Target Granted to Bueno | Performance Period | Metrics (Weight) | Actual Outcome | Vesting Date |
|---|---|---|---|---|---|
| 2021 PSUs | 96,530 | Jan 1, 2021–Dec 31, 2023 | ROAA (50%), TSR (50%) | ROAA 2.9% → 64.7%; TSR 29th pct → 57%; Total 60.9% → 58,754 vested | Feb 2024 |
| 2022 PSUs | 96,530 | Jan 1, 2022–Dec 31, 2024 | ROAA (50%), TSR (50%) | ROAA −0.81%, TSR 14th pct → 0% vesting | Feb 2025 (nil) |
| 2024 PSUs | 194,442 target (max 250,000 cap) | Jan 1, 2024–Dec 31, 2026 | ROAA (50%), TSR (50%) | In progress | Eligible in 2027 |
Equity Ownership & Alignment
- Beneficial ownership (record date): 2023 – 59,815 shares; 2025 – 67,615 shares; each less than 1% of outstanding .
- Outstanding unearned PSUs: 243,060 at Dec 31, 2022; 318,637 at Dec 31, 2024 (reflects 2022, 2023, 2024 PSUs at target levels as of those dates) .
- Options: None outstanding/exercisable for Bueno (company no recent option usage for NEOs) .
- Ownership guidelines: CEO must hold shares equal to 5x base salary within 5 years of appointment; certain time‑based unvested units count; non‑employee directors guideline 5x annual cash retainer (met by all 5‑year+ directors) .
- Anti‑hedging/anti‑pledging: Hedging prohibited; executives cautioned against margin/pledging ; clawback policy in place and “beyond” SOX; policy allows recoupment if awards tied to fraudulent or materially restated results .
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 59,815 (<1%) | — | 67,615 (<1%) |
| Unearned PSUs Outstanding (as of year‑end) | 243,060 (12/31/2022) | — | 318,637 (12/31/2024) |
| Options Outstanding | None | — | None |
Vesting overhang/trading supply considerations: 2023 PSU cohort eligible in 2026; 2024 PSU cohort eligible in 2027; 2022 PSU cohort paid 0% in 2025, reducing near‑term equity issuance pressure .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | March 11, 2022 (as amended) |
| Base salary | €645,566; reviewed annually |
| Bonus/benefits | Eligible for bonus programs and retirement program; European pension equal to 10% of base salary and 5% of annual bonus less statutory/mandatory plan amounts |
| Initial equity upon appointment | 50,000 RSUs vesting May 2, 2023 (service condition), 96,530 PSUs (performance period to Dec 31, 2023), 96,530 PSUs (performance period to Dec 31, 2024) |
| Term/renewal | Continues until legal retirement age or earlier termination; 3 months’ notice by Bueno; 6 months’ notice by company |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 2x (base salary + average bonus over prior 3 calendar years), paid in installments over 12 months; unpaid portion becomes lump sum if a CIC occurs thereafter |
| Severance (with CIC timing) | If terminated without cause or resigns for good reason in contemplation of, at the time of, or within 12 months after a CIC: lump sum 2x (base salary + average bonus over prior 3 calendar years) |
| Equity on termination | If without cause/for good reason: all unvested stock options and other equity awards vest in full and become immediately exercisable |
| Change of Control definition | >50% beneficial ownership/voting power; board composition change; merger with ownership shift; sale of substantially all assets; bankruptcy; plan of liquidation/dissolution; subject to “change in ownership/effective control” qualifiers |
| Relocation | Reimbursement of reasonable relocation expenses to Berlin (and back to Colombia if elected on certain terminations) |
Board Governance
- Role and independence: Bueno serves as CEO and director (not independent); the board appointed an independent Chairperson in 2024, separating chair/CEO roles and enhancing oversight .
- Committee service: Member, Environmental, Health & Safety Committee (EHSC) (2022 onward); EHSC 2024 average attendance 100%; all members other than Bueno are independent .
- Board attendance: Company reported 100% attendance by all directors at board and committee meetings during 2022; committee averages in 2024: GNC 97%, EHSC 100% .
| Committee | Role | Year(s) | Notes |
|---|---|---|---|
| Environmental, Health & Safety | Member | 2022–2024 | Average attendance 100% in 2024; others independent . |
Dual‑role implications: As CEO and director, Bueno provides operational insight but is not independent; governance mitigants include an independent Chairperson and fully independent key committees (e.g., GNC), which review CEO performance and governance policies .
Compensation Structure Analysis
- Mix and leverage: CEO target STIP 100% of salary; LTIP 200% of salary (2024 PSUs), with 200% payout cap; awards primarily PSUs (no options), increasing performance alignment and reducing option‑related risk‑taking .
- Year‑over‑year trends: Large 2022 stock award reflects one‑time new‑hire grants (RSUs/PSUs); stock awards normalized in 2023–2024; total comp declined as initial grants rolled off .
- Discipline and outcomes: STIP calibrated to mid‑cycle EBITDA and multi‑factor operational metrics; realized payouts tracked performance (128% in 2022; 59% in 2023; 79% in 2024) .
- LTIP rigor: 2022 PSUs paid 0% (ROAA negative, TSR 14th percentile), demonstrating downside realization; 2021 PSUs paid 60.9%, reflecting mixed performance .
- Governance policies: Anti‑hedging/anti‑pledging, robust clawback, and ownership guidelines (CEO 5x salary within 5 years) support alignment and reduce hedging/pledging risk .
Equity Ownership & Alignment (Additional Detail)
| Item | Policy/Status |
|---|---|
| CEO share ownership guideline | 5x base salary within 5 years; time‑based unvested RSUs/DSUs count toward threshold . |
| Hedging/Pledging | Hedging prohibited; caution against margin accounts/pledging . |
| Clawback | Company policy enables recoupment for fraud/material restatement; described as beyond SOX . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: ~91.2% (2023 AGM); ~99.2% (2024 AGM), with the committee making no compensation design changes in response to 2023 support levels .
Performance & Track Record
- 2022: Record net income $247.0M and Operating EBITDA $536.5M; revenues +26% to $2,280.9M; STIP payouts elevated; achievements included liquidity enhancement and capacity expansion .
- 2023: Low pricing and higher fiber costs pressured results; focus on cost/liquidity management; STIP payout 59% for CEO; operational milestones included multiple production records and mass timber expansion .
- 2024: CEO recognized for refinancing and extending maturities (debt reduction >$100M), completing large mass timber projects, portfolio pruning, and cash preservation; STIP payout 79% for CEO .
Compensation Committee & Governance
- Human Resources/Compensation governance utilizes an independent consultant and maintains policies including ownership, clawback, and anti‑hedging/pledging; committee charters reviewed annually .
- GNC and EHSC are composed entirely (or with the CEO exception on EHSC) of independent directors with strong attendance, and GNC annually reviews CEO performance alongside committee leadership .
Investment Implications
- Alignment and incentive quality: Heavy use of PSUs tied to ROAA and Relative TSR, demonstrated willingness to pay 0% when performance lags (2022 PSUs), supports a credible pay‑for‑performance framework .
- Near‑term supply/demand for stock: 2021 PSUs vested in Feb 2024 (58,754 to Bueno); 2023 and 2024 PSUs are the primary prospective sources of new shares for Bueno (eligible 2026 and 2027), creating potential vest‑date liquidity events; no stock options outstanding reduces forced‑exercise dynamics .
- Retention and change‑in‑control: Severance of 2x salary+average bonus and full vesting of equity on qualifying terminations (and lump sum on CIC‑related terminations) provide retention but also create potential CIC‑linked cash outlays; dual‑trigger structure mitigates entrenchment concerns .
- Governance risk mitigants: Independent Chairperson, anti‑hedging/anti‑pledging, clawback, and ownership guidelines reduce governance and agency risks despite CEO/director dual role .
- Shareholder sentiment: Very high Say‑on‑Pay support in 2024 (~99.2%) and strong in 2023 (~91.2%) lowers probability of near‑term compensation controversy and indicates investor acceptance of design/outcomes despite cyclical volatility .