Rainer Rettig
MERCER INTERNATIONALAbout Rainer Rettig
Rainer Rettig, age 66, has served as an independent director of Mercer International Inc. since February 2020. He previously served as Senior Vice-President of the Circular Economy Program at Covestro AG (2019–2020) and held multiple senior management roles at Bayer MaterialScience (2002–2019). Rettig holds a Ph.D. in polymer chemistry and polymer processing from the Technical University of Darmstadt and brings global industrial experience across Europe and Asia-Pacific .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covestro AG | Senior Vice-President, Circular Economy Program | 2019–2020 | Led circular economy initiatives at a global polymers leader |
| Bayer MaterialScience (Bayer AG subgroup) | Senior leadership roles incl. Strategic Projects, BU Polycarbonates | 2002–2019 | Sales, marketing, strategy; multi-country leadership (Germany, Japan, Hong Kong, China) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments (2024):
- Human Resources Committee: Chair as of May 31, 2024; committee met 5 times; average attendance 96%; Rettig attended 100% of meetings after appointment. All members determined independent under NASDAQ rules .
- Governance and Nominating Committee: Member; committee met 6 times; average attendance 97%; all members independent .
- Environmental, Health and Safety Committee: Member; committee met 4 times; average attendance 100%; all members except CEO independent .
- Attendance and engagement:
- Board attendance: Each current member attended 100% of Board and committee meetings in 2024, except noted exceptions (not Rettig). All directors attended the May 2024 annual meeting .
- Independent director sessions: 100% attendance for independent directors in 2024 .
- Independence and interlocks:
- HR Committee interlocks: None; no member is a current/former employee; no relationships requiring related-party disclosure; no cross-compensation committee interlocks with other issuers .
- Policies supporting governance quality:
- Anti-hedging and anti-pledging policies; restrictions on margin accounts and pledging under Securities Law Compliance policy .
- Related-party transaction review and approval framework delegated to Audit Committee .
- Section 16(a) compliance: All directors/officers complied for fiscal 2024 .
- Shareholder support:
- 2025 director election vote: Rettig received 50,530,172 For, 154,497 Against, 81,968 Abstentions; broker non-votes 9,777,617 .
- 2024 say-on-pay support ~99.2% For; 2025 advisory vote on executive compensation For 50,455,258; Against 118,623; Abstentions 192,756; broker non-votes 9,777,617 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Disclosed fees earned/paid in cash for 2024 |
| Committee chair fees | Program: $20,000 per chair (Audit/HRC/GNC/EHSC) | Entitlements by plan; individual chair fee not separately disclosed for Rettig in 2024 totals |
| Chairperson retainer (reference) | $135,000 | For independent Chairperson; not applicable to Rettig |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted stock rights (RSRs) | Jun 3, 2024 | 10,527 | $100,000 (at $9.50/share) | Vests on date of 2025 Annual Meeting (May 30, 2025) | Time-based; no performance metrics |
| Common stock (Form 4 Award) | Jun 2, 2025 | 27,933 | $0 (reporting price field) | Award reported; post-transaction ownership 74,396 shares | Time-based grant; Form 4 URL: https://www.sec.gov/Archives/edgar/data/1333274/000133327425000006/0001333274-25-000006-index.htm |
Notes:
- Non-Employee Director Incentive Program allows choice of DSUs or Cash DSUs in lieu of restricted stock; Rettig elected restricted stock rights in 2024 .
- Equity awards are generally granted on committee meeting dates; timing policy explicitly discourages grant timing around MNPI disclosures .
- Company maintains a clawback policy (effective Oct 31, 2023) covering cash and equity beyond SOX requirements .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | Not disclosed in proxy |
| Compensation committee interlocks | None for HR Committee members in 2024 |
| Related-party transactions | Audit Committee oversight; preference to avoid; case-by-case review to ensure fairness and shareholder alignment |
Expertise & Qualifications
- Core credentials: Manufacturing, sales, marketing, strategy, global industrial; European and Asia-Pacific market insight .
- Board skills matrix: Industry & Related Experience; Senior Leadership; International Business; Environment, Health & Safety; Business Development/M&A and Growth (as marked for Rettig) .
Equity Ownership
| Holder | Shares Owned | DSUs/Cash DSUs Owned | % Outstanding | Notes |
|---|---|---|---|---|
| Rainer Rettig | 46,463 | — | <1% (of 66,870,774) | Received 10,527 restricted stock rights on Jun 3, 2024 (unvested at Record Date; vest on 2025 Meeting) |
| Post-transaction (Form 4 snapshots) | 74,396 | — | — | Ownership after Jun 2, 2025 Award; SEC: https://www.sec.gov/Archives/edgar/data/1333274/000133327425000006/0001333274-25-000006-index.htm |
Director ownership guidelines:
- Non-employee directors: Minimum ownership equal to 5x annual cash retainer within five years; as of Record Date, all directors with 5+ years tenure met the guideline threshold .
Insider Trades (Rainer Rettig)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-06-03 | 2025-06-02 | Award (A) | 27,933 | $0.00 | 74,396 | https://www.sec.gov/Archives/edgar/data/1333274/000133327425000006/0001333274-25-000006-index.htm |
| 2024-09-11 | 2024-09-11 | Purchase (P) | 4,000 | $6.10 | 46,463 | https://www.sec.gov/Archives/edgar/data/1333274/000184816924000006/0001848169-24-000006-index.htm |
| 2024-09-09 | 2024-09-09 | Purchase (P) | 5,000 | $6.2398 | 42,463 | https://www.sec.gov/Archives/edgar/data/1333274/000180436524000001/0001804365-24-000001-index.htm |
| 2024-06-04 | 2024-06-03 | Award (A) | 10,527 | $0.00 | 37,463 | https://www.sec.gov/Archives/edgar/data/1333274/000126089324000005/0001260893-24-000005-index.htm |
Governance Assessment
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Strengths and positive signals:
- Independent HR Committee Chair overseeing pay practices; clear charter responsibilities including peer group review and say-on-pay considerations .
- Robust governance policies: anti-hedging/pledging, clawback, related-party review; strong Section 16 compliance .
- High shareholder support: strong election results for Rettig and broad say-on-pay approval in 2024; 2025 advisory vote passed with substantial “For” votes .
- Attendance: 100% HR Committee attendance post-appointment; Board-wide strong attendance .
- Alignment: Elected to take restricted stock rights rather than cash DSUs in 2024, reinforcing equity alignment .
-
Monitoring points / potential risk considerations:
- Director compensation is time-based (no performance metrics), which is standard for directors but reduces performance linkage relative to NEOs .
- Ensure continued adherence to ownership guidelines around the five-year mark; policy requires 5x annual retainer within five years .
-
No disclosed red flags:
- No related-party transactions requiring disclosure for HR Committee members; no compensation committee interlocks; anti-hedging/pledging policies in place .