Richard Short
MERCER INTERNATIONALAbout Richard Short
Richard Short, age 57, is Chief Financial Officer and Secretary of Mercer International (MERC) since June 1, 2023; he previously served as Vice President, Controller (Feb 2014–Jun 2023), Controller (Nov 2010–Feb 2014), and Director, Corporate Finance (2007) at Mercer, and earlier held finance roles at Catalyst Paper and Alderwoods Group. He holds a BA in Psychology from the University of British Columbia and has been a member of the Chartered Professional Accountants of Canada since 1993 . Company TSR declined in 2024, with a cumulative value of $62.33 vs $100 baseline in 2019, while Operating EBITDA improved sharply to $243.7 million in 2024 from $17.5 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercer International | CFO & Secretary | Since Jun 1, 2023 | Leads finance, disclosure controls, and investor relations; Sarbanes-Oxley certifications on 10-K |
| Mercer International | VP, Controller | Feb 2014–Jun 2023 | Led consolidation, external reporting, control environment |
| Mercer International | Controller | Nov 2010–Feb 2014 | Strengthened financial reporting |
| Mercer International | Director, Corporate Finance | 2007 | Corporate finance and treasury support |
| Catalyst Paper | Director, Corporate Finance | 2004–2006 | Corporate finance leadership |
| Catalyst Paper | Controller, Financial Reporting | 2006–2007 | External reporting |
| Alderwoods Group | Assistant Controller | Not disclosed | Financial controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provincial Health Services Authority (BC) | Board Member; Chair, Audit Committee | Board since Apr 18, 2023; Audit Chair effective Apr 1, 2024 | Public-sector governance and audit oversight experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 269,706 | 351,237 |
| Retirement Plan Contributions ($) | 22,814 | 23,045 |
| Other Compensation ($) | 9,451 (accrued vacation, life insurance, special medical) | 10,793 (accrued vacation, life insurance, special medical) |
| Total ($) | 645,115 | 999,403 |
- 2025 base salary set at $409,304, up 13.5% vs 2024, including a 10% merit increase .
Performance Compensation
Short-Term Incentive Plan (STIP) – Fiscal 2024 Outcome
| Item | Value |
|---|---|
| 2024 Base Salary ($) | 360,621 |
| Bonus Target (% of Base) | 75% |
| Total STIP Achievement (% of Target) | 79% |
| Actual Cash Bonus ($) | 212,676 |
| STIP Metric (2024) | Weighting | Payout of Target |
|---|---|---|
| EBITDA | 40% | 59% |
| Safety | 10% | 109% |
| GHG Emissions | 5% | 109% |
| Productivity | 15% | 61% |
| Costs/Profitability | 10% | 94% |
| Individual Component | 20% | 100% |
- STIP design uses objective measures (EBITDA, safety, GHG, productivity, costs) plus individual goals; committee applied standard weightings and did not make discretionary adjustments .
Long-Term Incentive Program (PSUs)
2024 PSU Grant (awarded Feb 14, 2024; eligible to vest after Dec 31, 2026; paid in 2027):
| Grant Detail | Value |
|---|---|
| Target PSUs (#) | 47,458 |
| Maximum PSUs (#) | 94,916 |
| Grant Date Fair Value ($) | 728,955 |
| Per-Share Valuation ($) | $7.68 (closing price on grant date) |
Outstanding Equity at FY-end 2024 (Dec 31, 2024):
| Item | Shares/Value |
|---|---|
| Unearned PSUs (#) | 66,154 |
| Market/Payout Value of Unearned PSUs ($) | 430,001 (at $6.50/share) |
2022 PSU Performance (3-year period ended Dec 31, 2024):
| Component | Target Achieved | Payout of Target |
|---|---|---|
| ROAA (Absolute) | -0.81% | 0% |
| Relative TSR | 14th percentile | 0% |
| Result for Richard Short | Target PSUs 14,134; Vested 0; Achievement 0% |
- LTIP metrics include ROAA and Relative TSR, equally weighted, with annual PSU grants and 3-year performance periods; the plan uses “double-trigger” change-of-control treatment with PSUs deemed achieved at 100% upon a qualifying termination within 12 months post-CoC .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares Owned | 51,382 |
| Percent of Shares Outstanding | <1% (of 66,870,774 shares) |
| DSUs/Cash DSUs | None disclosed for Short |
| Unvested Equity at FY-end 2024 | 66,154 PSUs; $430,001 value at $6.50/share |
Policy Alignment:
- Executive share ownership guideline: CFO must hold shares equal to 3x base salary within three years of appointment; time-vested RSUs/DSUs count toward compliance .
- Hedging and pledging: Hedging prohibited; pledging discouraged/prohibited under policies; no individual pledging disclosed for Short .
- Clawback: Company-wide clawback policy covering cash and equity beyond SOX requirements; forfeiture/clawbacks for misconduct or policy violations .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated April 14, 2015; 24-month term with automatic renewals unless timely non-renewal notice; North American retirement program participation; clawback provision |
| Severance (without cause/good reason) | 1x (salary + higher of current annual bonus or highest variable pay/average incentive over prior 2 years); payable over 12 months (lump sum if CoC occurs after termination) |
| Change-of-Control Severance | 1.5x (salary + higher of current annual bonus or highest variable pay/average incentive over prior 2 years); lump sum if termination in contemplation of/at/within 12 months post-CoC |
| Equity Acceleration | Unvested stock options/other equity awards vest and become immediately exercisable upon without-cause/good-reason termination; LTIP PSUs follow plan provisions (double trigger) |
| CoC Definition | Includes >50% beneficial ownership, board turnover, mergers/sale of substantially all assets, bankruptcy, or liquidation plan approval; subject to change-in-ownership/effective control tests |
| Non-Compete/Non-Solicit | Not specifically disclosed in Short’s agreement (company notes non-solicit/non-compete terms for other executives where applicable) |
Estimated Potential Payments (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | Insurance ($) | RSU/Option Acceleration ($) | PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Terminated without cause | 573,297 | — | — | 521,872 | 1,095,169 |
| Change-of-control termination | 742,055 | — | — | 521,872 | 1,263,927 |
Say-on-Pay & Peer Benchmarking
- 2025 say-on-pay approved with votes: For 50,455,258; Against 118,623; Abstentions 192,756; Broker non-votes 9,777,617 .
- 2024 say-on-pay approval approximately 99.2% per proxy .
- Compensation peer group targeted to median/50th percentile (geographically adjusted) for salaries, bonuses, and incentives; peer groups span Canadian, European, and U.S. small/mid-cap forest/products companies .
- Compensation governance: pay-for-performance, clawbacks, stock ownership policy, no single-trigger CoC contracts, no option repricing, and anti-hedging/anti-pledging policies .
Investment Implications
- Alignment: STIP payout at 79% of target and strong improvement in Operating EBITDA in 2024 suggest performance-linked pay; 2022 PSUs vested at 0% (ROAA negative, TSR 14th percentile), reinforcing rigor in LTIP metrics .
- Retention economics: Severance is moderate (1x cash; 1.5x on CoC) with equity acceleration; “double trigger” under the 2022 Plan reduces windfall risk while still offering retention value through PSUs vesting schedules into 2026–2027 .
- Insider selling pressure: No Form 4 data presented here; unvested PSUs (66,154) and anti-hedging/pledging policy mitigate near-term selling risk; monitor future PSU vesting outcomes and any insider filings .
- Governance signals: Consistent high say-on-pay support (~99% in 2024) and median peer targeting suggest low pay inflation risk; continued EBITDA recovery with TSR underperformance in 2024 argues for scrutinizing capital allocation and mass timber growth execution while tracking CFO-led liquidity and debt reduction initiatives .