William D. McCartney
MERCER INTERNATIONALAbout William D. McCartney
Independent Chairperson of Mercer International Inc. since February 26, 2024; director since January 2003; age 69. President and CEO of Pemcorp Management Inc. since 1990; previously founding partner at Davidson & Company, Chartered Accountants (1984–1990). Chartered Professional Accountant (Canada) with a BA in Business Administration from Simon Fraser University; core credentials in accounting, finance, capital markets, and international markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercer International Inc. | Independent Chairperson | Feb 26, 2024–present | Leads Board effectiveness, sets agendas, chairs executive sessions of independent directors |
| Mercer International Inc. | Lead Director | May 28, 2021–Feb 26, 2024 | Chaired executive sessions; governance leadership |
| Mercer International Inc. | Director | Jan 2003–present | Member, Governance & Nominating Committee; ceased as Chair Mar 1, 2024 |
| Pemcorp Management Inc. | President & CEO | 1990–present | Corporate finance and management consulting leadership |
| Davidson & Company (Chartered Accountants) | Founding Partner | 1984–1990 | Business advisory services |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Independence: Board determined McCartney and 8 other nominees are independent; he serves as independent Chairperson .
- Committee assignments: Member, Governance & Nominating Committee; ceased as its Chair on March 1, 2024; not listed on Audit, Human Resources, or Environmental, Health & Safety Committees in 2024 .
- Attendance: 100% attendance at Board and committee meetings during 2024 (exceptions noted for other directors; none for McCartney). Board held 19 meetings; independent director-only sessions held 4 times and chaired by McCartney .
- Board processes and policies: Majority voting in uncontested elections; annual evaluations; independent committees; regular executive sessions .
- Director stock ownership guidelines: Minimum holding equal to 5x annual cash retainer within five years; all non-employee directors of 5+ years, including the Chairperson, met the guideline as of record date .
- Anti-hedging/pledging: Prohibits hedging Mercer stock; cautions against pledging/margin use .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (Chair) | $136,250 | Annual Chair retainer $135,000; amount reflects appointment period leading to 2024 meeting |
| Equity awards | $178,750 | Elected 100% in DSUs; 18,816 DSUs granted June 3, 2024 vest at 2025 meeting; includes one-time $13,750 DSU grant at Chair appointment |
| Total | $315,000 | No meeting fees; expenses reimbursed |
Additional director program parameters:
- Standard annual awards: $165,000 equity for Chair; $100,000 equity for other non-employee directors; ability to elect DSUs/Cash DSUs in lieu of cash retainer (up to specified limits); one-year vesting on annual awards .
Performance Compensation
| Metric Category | Mercer Program Detail | Weight/Scale |
|---|---|---|
| Short-Term Incentive Plan (executives) | Operating EBITDA vs mid-cycle target, Safety (TRIR), GHG emissions intensity, Productivity, Costs/Profitability, Individual goals | Weights: 40%, 10%, 5%, 15%, 10% (15% for sawmills), 20%; payout scales 0–200% per component |
| Long-Term Incentive Program (executives) | PSUs with 3-year performance based on Absolute ROAA and Relative TSR vs peer group | Each component 0–200%; ROAA thresholds: <2%→0%, 5–7.99%→100–199%; TSR percentiles: <25th→0%, >75th→200% |
Note: Non-employee director equity grants (restricted stock/DSUs) are time-based and not tied to performance metrics; vest on meeting date .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None disclosed for McCartney |
| Compensation committee interlocks | None among HRC members; McCartney not on HRC in 2024 |
Expertise & Qualifications
- Accounting/finance: Chartered Professional Accountant; extensive capital markets and international experience; former founding partner at an accounting firm .
- Board leadership: Independent Chairperson responsibilities include ensuring cohesive board function, agenda setting, supervising management’s progress, chairing executive sessions, and leading evaluations .
- Governance: Member of Governance & Nominating Committee; instrumental in board leadership structure transition to independent Chair in 2024 .
Equity Ownership
| Holder | Shares Owned | DSUs/Cash DSUs | Ownership % |
|---|---|---|---|
| William D. McCartney | 113,650 | 18,816 (unvested DSUs) | <1% |
Additional alignment signals:
- Meets director stock ownership guideline (≥5x cash retainer) as a long-tenured director .
- Hedging prohibited; no pledging disclosed; Section 16(a) insider reporting fully compliant in 2024 .
Insider Filings and Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | All directors and officers complied; no delinquent filings |
Governance Assessment
- Strengths: Independent Chair with deep finance credentials; 100% attendance; chaired all independent executive sessions; robust governance framework (majority voting, independent committees, stock ownership policy) . Director compensation emphasizes equity via DSUs, enhancing alignment; McCartney elected 100% of equity compensation in DSUs and met ownership guidelines .
- Pay-for-performance oversight: Executive STIP includes EBITDA, safety, GHG, productivity, and cost metrics; LTIP uses ROAA and relative TSR—clear linkage to performance outcomes; 2022 PSU tranche vested at 0%, demonstrating rigor; say-on-pay support was ~99.2% in 2024, indicating investor confidence in pay practices .
- Potential watch items: Very long tenure (since 2003) may raise independence perceptions in some frameworks; the Board explicitly rejects term/age limits while highlighting refreshment and independent Chair structure to mitigate concerns . Concentrated ownership (33.9% by a 5%+ holder) is a general governance risk; independent leadership and committee oversight (including related party transaction review) partially mitigates this .
Board Activity 2024
| Meeting Type | Count | Attendance |
|---|---|---|
| Full Board | 19 | McCartney 100% |
| Independent director-only | 4 | McCartney chaired all |
| Audit Committee | 4 | Not a member |
| Human Resources Committee | 5 | Not a member |
| Governance & Nominating Committee | 6 | Member; ceased as Chair Mar 1, 2024 |
| Environmental, Health & Safety Committee | 4 | Not a member |
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews and approves all related party transactions; Board prefers to avoid them; factors include fairness, business rationale, and director independence .
- Disclosures: No related party transactions requiring disclosure for McCartney; Section 16(a) reporting fully compliant .
Director Compensation Program Parameters
| Role | Cash Retainer | Equity (annual grant) | Chair/Committee Fees |
|---|---|---|---|
| Chairperson | $135,000 | $165,000 (restricted stock/DSUs, one-year vest) | Committee Chair fee $20,000 (Audit/HRC/GNC/EHSC) |
| Non-employee director | $80,000 | $100,000 (restricted stock/DSUs) | Committee Chair fee $20,000 |
Policy notes:
- No meeting fees; reimbursement of expenses .
- Non-Employee Director Incentive Program allows election of DSUs/Cash DSUs in lieu of cash/equity up to specified limits; annual equity awards vest at meeting date .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~99.2%; Board and HRC consider shareholder feedback in program design; equity plan amendment proposal carefully reviewed for burn rate/overhang .
RED FLAGS
- None disclosed related to attendance, Section 16 compliance, hedging/pledging, or related-party transactions for McCartney .
- Long tenure acknowledged; Board refreshment ongoing and independent Chair role established in 2024 to strengthen oversight .