Markwart von Pentz
MERCER INTERNATIONALAbout Markwart von Pentz
Age 62; elected an independent director of Mercer International Inc. (MERC) at the May 30, 2025 Annual Meeting. He is Senior Advisor, Office of the Chairman at Deere & Company (since 2023) and previously served as President, Global Agriculture & Turf Division at Deere (2007–2023). He holds an advanced degree in business administration (Hamburg University) and an honorary doctorate in agricultural sciences (University of Hohenheim). He brings 30+ years of senior operating experience with depth in technology/digitalization in industrial manufacturing and boardroom experience through prior service at John Deere Capital Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Senior Advisor, Office of the Chairman | 2023–present | Senior strategic advisory responsibilities following divisional presidency; technology and digitalization domain expertise highlighted by Mercer . |
| Deere & Company | President, Global Agriculture & Turf Division | 2007–2023 | Led a global industrial franchise across agriculture and turf equipment; deep operating, manufacturing and digitization experience cited in Mercer’s qualification summary . |
| John Deere Capital Corporation | Director (former) | Not disclosed | Prior board service in captive finance; contributes financial oversight perspective . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Goldbeck Solar Group GmbH | Advisory Council Member | Not disclosed | Energy/industrial advisory role . |
| Mafi/Trepel GmbH | Advisory Council Member | Not disclosed | Industrial advisory role . |
Board Governance
- Independence: The Board determined nine of ten 2025 nominees, including Mr. von Pentz, are independent under NASDAQ rules .
- Election outcome: Elected with 50,636,377 “For” votes; 48,292 “Against”; 81,968 abstentions; broker non‑votes 9,777,617 (Proposal 1, 2025 AGM) .
- Committee assignments: Committees are to be reconstituted after the Annual Meeting; none were assigned to Mr. von Pentz in the proxy snapshot prior to the vote .
- Board leadership: Independent Chairperson structure; committee chairs are independent .
- Attendance baseline (context): In 2024 the Board held 19 meetings; committees: Audit 4, Human Resources 5, Governance & Nominating 6, Environmental, Health & Safety 4; independent directors held 4 executive sessions. Current directors (during their term) generally had 100% attendance, with two noted exceptions at specific committees; Mr. von Pentz was not yet on the Board in 2024 .
- Majority voting policy: Directors in uncontested elections who receive more “Against” than “For” votes must tender resignation per Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Non-employee director | $80,000 | Standard retainer (ex‑Chair) . |
| Annual equity grant – Non-employee director | $100,000 | Granted as restricted stock, DSUs, or cash-settled DSUs (director election) . |
| Annual cash retainer – Chairperson | $135,000 | Independent Chair role (not applicable to Mr. von Pentz) . |
| Annual equity grant – Chairperson | $165,000 | Equity value for Chair (not applicable to Mr. von Pentz) . |
| Committee chair fee (each of Audit, HRC, GNC, EHSC) | $20,000 | Additional to base retainer . |
| Meeting fees | None | No per‑meeting fees; expenses reimbursed . |
| Equity settlement elections | DSUs or Cash DSUs | Directors may take all/part of cash retainer and/or equity as DSUs/Cash DSUs within plan limits . |
Performance Compensation
| Director Equity Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock / DSUs / Cash DSUs | $100,000 (non‑chair); $165,000 (chair) | Annual grants vest on the date of the subsequent Annual Meeting (e.g., June 3, 2024 grants vest at the 2025 Meeting; 103,032 such awards vest at this Meeting) | None – time‑based only; director equity is not performance‑conditioned . |
Notes on director equity: DSUs settle in shares upon cessation of service (unless deferred); Cash DSUs settle in cash at fair market value upon cessation (unless deferred) .
Other Directorships & Interlocks
| Company | Listing Status | Role | Tenure | Committees |
|---|---|---|---|---|
| John Deere Capital Corporation | Private/captive | Director (former) | Not disclosed | Not disclosed . |
| Goldbeck Solar Group GmbH | Private | Advisory Council Member | Not disclosed | Advisory capacity . |
| Mafi/Trepel GmbH | Private | Advisory Council Member | Not disclosed | Advisory capacity . |
- Mercer discloses no current public company directorships for Mr. von Pentz outside MERC .
Expertise & Qualifications
- Senior operating leadership (30+ years) with technology/digitalization depth in manufacturing; international business experience .
- Boardroom exposure (John Deere Capital Corporation; advisory councils) and alignment with Mercer’s sought skills matrix (industry/related experience, senior leadership, public company/financial experience, international exposure) .
Equity Ownership
| Holder | Shares Beneficially Owned | DSUs/Cash DSUs | % of Outstanding | Notes |
|---|---|---|---|---|
| Markwart von Pentz (as of Record Date 3/27/2025) | – | – | <1% | New nominee; no holdings reported at Record Date . |
- Director stock ownership guideline: Within five years, each non‑employee director should hold shares valued at 5× the annual cash retainer; Mercer reports all directors with ≥5 years board service meet the guideline. As a new director, Mr. von Pentz has a 5‑year compliance runway .
- Hedging/pledging: Hedging and derivative transactions in Mercer stock are prohibited; Securities Law Compliance Policy cautions against margin/pledging, supporting alignment .
Governance Policies Relevant to Directors
- Clawback: Amended and restated clawback policy extends beyond statutory minimums; covers cash and equity where there is an accounting restatement and specified misconduct cases .
- Related party transactions: Audit Committee must review/approve any related party transactions for fairness and best interest; no specific related party transactions involving Mr. von Pentz are disclosed in the proxy .
- Say‑on‑Pay context: 2024 advisory vote approval ~99.2%; 2025 Say‑on‑Pay passed (For: 50,455,258; Against: 118,623; Abstain: 192,756), indicating strong shareholder support for compensation governance .
Governance Assessment
-
Positives
- Strong shareholder mandate: Clear majority support for his election at the 2025 AGM, signaling investor confidence in the refreshed board composition .
- Independence and relevant operating expertise: Independent status with global manufacturing and digital/technology credentials that align to Mercer’s EHS, operations, and strategy oversight needs .
- Alignment mechanisms: Robust director ownership guideline (5× retainer), prohibition on hedging/pledging, and a flexible DSU program support long‑term alignment .
-
Watch items / RED FLAGS
- Low initial “skin in the game”: No beneficial ownership reported as of the Record Date; he will need to build holdings to reach the 5× retainer guideline over the five‑year window .
- Committee roles not yet assigned: Effectiveness will depend on post‑meeting committee placement and workload; reconstitution expected after the Annual Meeting .
- Related‑party vigilance: While no transactions are disclosed, his senior advisory role at Deere (a major industrial equipment company with forestry exposure) necessitates continued monitoring for potential indirect conflicts; Mercer’s Audit Committee oversight framework is in place for any such matters .
Overall: Mr. von Pentz adds seasoned global industrial leadership and digitization expertise to an independent, actively engaged board. Initial ownership is a near‑term alignment gap to monitor, mitigated by strong stock ownership policies and director equity grants .