Linda J. Welty
MERCER INTERNATIONALAbout Linda J. Welty
Independent director of Mercer International Inc. since June 2018; age 69. Chemical engineer by training (B.S., University of Kansas) and a National Association of Corporate Directors Certified Director and Board Leadership Fellow, with executive and board experience across chemicals, materials, and industrials globally . Tenure on MERC’s board: 7+ years as of the 2025 proxy; affirmed independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huber Engineered Materials (J.M. Huber portfolio) | Independent Director | 2014–2024 | Governance oversight in engineered specialty ingredients |
| GCP Applied Technologies Inc. | Director | 2020–Sep 2022 | Public company board; specialty construction chemicals; acquisition concluded 2022 |
| National Association of Corporate Directors – Atlanta Chapter | Chairman and Director | Prior role (dates not specified) | Advanced governance excellence; board leadership |
| Massey Energy Company | Director; Special Committee Member | 2010–2011 | Special committee service during a period of heightened oversight |
| Vertellus Specialties, Inc. | Independent Director | 2007–2016 | Chemicals sector governance |
| Flint Ink Corp. | President & COO | 2003–2005 | Global producer of packaging/publication inks; operational leadership |
| H.B. Fuller Company (Specialty Group) | President, Specialty Group | 1998–2003 | Adhesives, sealants, coatings; business unit leadership |
| Hoechst AG / Celanese | Various global leadership roles | ~20+ years | Operations, sales, marketing, manufacturing in chemicals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Huber Engineered Materials | Independent Director | 2014–2024 | Private/portfolio company; engineered materials |
| GCP Applied Technologies | Director | 2020–Sep 2022 | Public company; specialty construction chemicals |
| NACD Atlanta Chapter | Chairman/Director | Not specified | Governance training and standards |
| Vertellus Specialties | Independent Director | 2007–2016 | Chemicals producer |
| Massey Energy | Special Committee member | 2010–2011 | Special committee oversight |
Board Governance
- Independence: Board determined Linda Welty is independent (part of 9 of 10 independent nominees) .
- Committee assignments:
- Environmental, Health and Safety Committee (EHSC): Chair; 4 meetings in 2024; average attendance 100% .
- Governance and Nominating Committee (GNC): Member; 6 meetings in 2024; average attendance 97% .
- Attendance and engagement:
- In 2024, each current director attended 100% of Board and committee meetings during their term, except for noted exceptions (not Ms. Welty); all independent directors attended 4 executive sessions (100%) .
- Board activity intensity:
- 2024 meetings: Board 19; independent director-only sessions 4; Audit 4; HRC 5; GNC 6; EHSC 4 .
- Lead structure: Independent Chairperson (W.D. McCartney) since Feb 26, 2024; independent committees .
- Director stock ownership guidelines: 5x annual cash retainer within 5 years; all non-employee directors with ≥5 years (incl. Chair) met the guideline as of the record date (Ms. Welty qualifies) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | Standard cash retainer for 2024 |
| Committee chair fee (EHSC) | $20,000 | Chair fee for EHSC |
| Fees earned or paid in cash (2024) | $100,000 | Sum of cash retainer + EHSC chair fee |
| Equity grant (time-based RSUs/DSUs) | $100,000 | Annualized equity award value for non-employee directors |
| 2024 election form | 10,527 DSUs | Granted June 3, 2024; vests at 2025 Annual Meeting date |
Notes:
- Non-Employee Director Incentive Program allows election of DSUs or cash-settled DSUs (Cash DSUs) in lieu of restricted stock and/or cash retainer up to the lower of the annual cash retainer and $110,000; DSUs settle in shares upon ceasing service; Cash DSUs settle in cash; time-based vesting applies . The Chair’s annual equity limit denominated in shares is $165,000 plus any retainer elected into equity up to the lesser of the retainer and $100,000 .
Performance Compensation
Directors do not receive performance-based equity; awards are time-based (RSUs/DSUs) . For pay-for-performance governance assessment, MERC’s executive LTIP metrics (used for NEOs) are:
| Metric | Threshold | Target | Max | Payout Scale |
|---|---|---|---|---|
| Three-year average ROAA | <2% = 0% | 5.00–7.99% | >8% | 2–4.99%: 50–99%; 5.00–7.99%: 100–199%; >8%: 200% |
| Relative TSR (vs. global pulp/forestry peer group) | <25th pct = 0% | 50th–75th pct | >75th pct | 25th–49th: 50–99%; 50th–75th: 100–199%; >75th: 200% |
Recent outcomes:
- 2022 PSU cycle (vesting assessed Feb 2025): ROAA = (0.81)%, TSR = 14th percentile; payout 0% (no vesting) .
Other Directorships & Interlocks
- Current/Recent public boards: GCP Applied Technologies (2020–Sep 2022) .
- Private/portfolio/industry boards: Huber Engineered Materials (2014–2024); Vertellus Specialties (2007–2016) .
- Potential interlocks/conflicts: No related-party transactions disclosed for directors; Audit Committee reviews/approves any related party transactions; none flagged for Ms. Welty in 2024 .
Expertise & Qualifications
- Technical: Chemical engineering; deep operations/manufacturing in chemicals, specialty materials, adhesives, inks .
- Governance: NACD certification and leadership roles; extensive U.S. public company board experience .
- Strategic: International business, EHS oversight, capital markets/financial experience; Board skills matrix shows Ms. Welty checked across industry experience, senior leadership, public board, capital markets, international business, EHS, M&A/growth, and diversity .
- ESG/EHS: Chairs EHSC with oversight of climate, safety, compliance, and sustainability practices .
Equity Ownership
| Holder | Shares Owned | DSUs/Cash DSUs | Breakdown | % of Outstanding |
|---|---|---|---|---|
| Linda J. Welty | 26,290 | 32,248 | 21,721 vested DSUs; 10,527 unvested DSUs; 717 DSU dividend equivalents | <1% (total shares outstanding 66,870,774) |
Ownership alignment:
- Meets director ownership guideline (≥5x cash retainer within 5 years; all eligible directors met as of record date) .
- Anti-hedging policy applies to directors; prohibitions on hedging transactions; securities compliance policy governs trading and MNPI handling; pledging cautions apply to executives; no pledges disclosed for Ms. Welty .
Governance Assessment
- Board effectiveness and engagement: EHSC chair role signals active oversight of high-salience risks (environment, health, safety); committee average attendance 100% (EHSC) supports strong engagement . GNC membership adds governance/process rigor .
- Independence and attendance: Affirmed independent; 2024 attendance records indicate 100% for directors generally (exceptions did not include Ms. Welty); independent director executive sessions: 4, with 100% attendance .
- Compensation alignment: Director comp is balanced cash/equity, modest chair fee structure; equity via DSUs enhances alignment; MERC’s say-on-pay support was ~99.2% in 2024, signaling investor confidence in compensation governance .
- Ownership alignment: Meets 5x retainer guideline; meaningful DSU accumulation and share ownership; settlement on departure aligns long-term horizon .
- Conflicts/related parties: No related-party transactions disclosed; Section 16(a) compliance confirmed for directors; robust review process for related-party transactions by Audit Committee .
- Policies mitigating risk: Anti-hedging policy; strong governance framework; frequent committee/board evaluations; independent Chair; regular executive sessions .
Red flags:
- None disclosed for Ms. Welty regarding attendance, related-party transactions, hedging/pledging, or say-on-pay outcomes .
Director Compensation (2024)
| Item | Amount | Notes |
|---|---|---|
| Cash fees | $100,000 | Cash retainer + EHSC chair fee |
| Equity awards (DSUs) | $100,000 | 10,527 DSUs granted June 3, 2024; vests at 2025 Meeting |
| Meeting fees | None | MERC does not pay per-meeting fees; expenses reimbursed |
Program features:
- Election flexibility to receive retainer/equity as RSUs/DSUs/Cash DSUs; time-based vesting; settlement at end of service; dividend equivalents accrue .
Risk Indicators & RED FLAGS
- Legal/SEC matters: No Section 16(a) delinquencies reported for directors in 2024 .
- Related-party transactions: None disclosed; Audit Committee pre-approves and oversees any such transactions .
- Hedging/pledging: Hedging prohibited for directors; policy caution on pledging for executives; no pledging disclosed for Ms. Welty .
- Say-on-pay: 2024 approval ~99.2% supports management pay practices and board oversight .
Compensation Peer Group (for benchmarking executives)
- Peer groups used across Canada, Europe, U.S. for executive benchmarking; target around market median; includes global pulp/chemicals/materials comparators (e.g., West Fraser, ENCE, UPM, IP) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~99.2% of votes cast; Committee considered results and made no changes; annual advisory vote continues .
Employment & Contracts (context for governance)
- Director compensation/ownership policies described above; executive employment agreements include double-trigger CoC equity vesting at 100% of target upon qualifying termination within 12 months of change of control; clawback policy updated per NASDAQ rules; anti-hedging policy applies to directors and executive officers .
Performance & Track Record (company context during her tenure)
- Operating EBITDA improved from $17.5m (2023) to $243.7m (2024); net loss narrowed; liquidity ~$488.6m; strategic actions included senior notes refinancing, JV exit, mass timber projects .
- Five-year TSR comparison shows MERC underperforming S&P SmallCap 600 and peer group in 2019–2024 period; informs LTIP TSR metric rigor .
Board Governance Details (committees)
| Committee | Chair | 2024 Meetings | Scope |
|---|---|---|---|
| Environmental, Health and Safety (EHSC) | Linda Welty | 4 (100% avg. attendance) | Oversees environment, climate, health/safety management systems, compliance, policy review |
| Governance & Nominating (GNC) | James Shepherd | 6 (97% avg. attendance) | Governance leadership, board recruitment/composition, evaluations; Welty member |
Equity Ownership Table – Directors Context
| Name | Shares Owned | DSUs/Cash DSUs | % |
|---|---|---|---|
| Linda Welty | 26,290 | 32,248 (incl. 717 dividend equivalents) | <1% |
Notes on Policies Relevant to Investor Confidence
- Clawback policy updated for SEC/NASDAQ compliance, extends to misconduct beyond restatements .
- Securities Law Compliance Policy applies to directors, employees, agents; strict MNPI handling; trading windows .
- Anti-hedging policy expressly applies to directors and executive officers .
- Ownership guidelines for directors and NEOs; compliance status affirmed for directors with 5+ years .
Overall signal: As EHSC Chair and GNC member, with full attendance and compliance and meaningful stock ownership via DSUs, Welty strengthens board oversight of material ESG/EHS risks and governance processes—positive for investor confidence. No conflicts or red flags disclosed in 2024; director compensation is modest and equity-aligned; company-wide say-on-pay support reinforces governance quality .