Wolfgang Beck
MERCER INTERNATIONALAbout Wolfgang Beck
Wolfgang Beck, age 51, is Senior Vice President, Global Product Sourcing at Mercer International (MERC) since September 1, 2022, after leading Mercer’s German wood business in multiple roles since 2005 and serving as Managing Director of Mercer Holz since 2016; earlier, he worked for a German state forest organization and in the German financial sector, and he has been Managing Director of wood2M (Mercer JV) since 2016 and a committee chair/member in various wood industry associations . Company performance during his tenure includes a sharp rebound in fiscal 2024: Operating EBITDA rose to $243.7M from $17.5M in 2023, while total revenues increased to $2,043.4M (+2% y/y) and the year-end share price was $6.50; management cited improved markets, lower costs, mass timber growth, and >$100M debt reduction in Q4 2024 as contributors . The executive pay program emphasizes pay-for-performance: PSUs granted in 2022 (three-year period ended 12/31/2024) paid 0% due to ROAA below 2% and TSR at the 14th percentile, reflecting strict performance gates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercer Holz | Managing Director | 2016–present | Led German wood procurement/logistics; supported fiber supply and operational efficiency across Mercer’s mills . |
| Mercer German wood business | Various leadership roles | 2005–2016 | Advanced sourcing operations and integration across German assets, paving groundwork for expanded solid wood and mass timber footprint . |
| German state forest organization | Early-career professional | N/A | Public-sector forestry experience underpinning sourcing expertise . |
| German financial sector | Early-career professional | N/A | Finance exposure complementing commercial execution in procurement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| wood2M (Mercer JV) | Managing Director | 2016–present | Joint venture with another pulp & paper manufacturer; facilitates wood sourcing collaboration . |
| Various wood industry associations | Committee chair/member | N/A | Industry engagement and policy/standards influence . |
Fixed Compensation
- Not disclosed for Beck (not a Named Executive Officer in MERC’s proxy tables), which report base salary and cash/benefits only for NEOs .
- Program context: Base salary is set to market median, reviewed annually; perquisites include automobile, health, defined-contribution pension arrangements, and select housing allowances for certain roles; severance/COC terms may be present in some executive contracts but no single-trigger COC; no defined benefit pension, SERP, excise tax gross-ups, or option repricing .
Performance Compensation
Short-Term Incentive Plan (STIP) – Executive Program Design
| Component | Weight | Measurement Mechanics | Payout Scale |
|---|---|---|---|
| Operating EBITDA | 40% | Actual vs “STIP Target EBITDA” set on mid-cycle pricing assumptions | <55%→0%, 55%→50%, 100%→100%, >150%→200% . |
| Safety (TRIR) | 10% | TRIR vs min/target/max by site; weighted average for executives | Interpolated 0–200% around site thresholds . |
| GHG Emissions Intensity | 5% | kgCO2e/ADMT vs site targets (pulp); NA for sawmill/mass timber | Interpolated 0–200% around site thresholds . |
| Productivity | 15% | ADMTs or m3/hour or mass timber orders/backlog vs budget by site | Interpolated 0–200% around site thresholds . |
| Costs/Profitability | 10% | Unit cash costs (pulp) or EBITDA per m3 (sawmills) or total EBITDA (mass timber) | Interpolated 0–200% around site thresholds . |
| Individual Goals | 20% | Annual objectives approved by HR Committee | Committee discretion . |
Notes: 2024 STIP payouts for NEOs ranged 73–79% of target, illustrating partial achievement; Beck’s specific bonus outcomes are not disclosed .
Long-Term Incentive Program (LTIP) – PSUs
| Feature | Detail |
|---|---|
| Vehicle | Performance Share Units (PSUs) granted annually; three-year performance period; 0–200% payout scaling . |
| Metrics | 50% Absolute ROAA, 50% Relative TSR vs global pulp/paper peer group (e.g., IP, UPM, SCA, Stora Enso, Suzano, West Fraser) . |
| ROAA Scale | <2%→0%; 2–4.99%→50–99%; 5–7.99%→100–199%; >8%→200% . |
| TSR Scale | <25th pct→0%; 25–49th→50–99%; 50–75th→100–199%; >75th→200% . |
| Vesting cadence | 2024 PSU grants eligible after 12/31/2026; committee assesses on audited results; unvested awards forfeited if criteria unmet . |
| Recent outcome | 2022 PSU cohort vested at 0% (ROAA −0.81%, TSR 14th percentile) underscoring pay-for-performance . |
| Change-of-control protection | If terminated within 12 months post-CoC, PSUs deemed achieved at 100% target and settle immediately (double-trigger design) . |
Equity Ownership & Alignment
- Beneficial ownership: Beck is listed among “current executive officers” but his individual share count is not broken out; aggregate ownership for directors/executives (19 persons) was 653,936 shares and 220,402.9 DSUs/Cash DSUs (<1% of outstanding) as of the record date; individual holdings are disclosed for NEOs and directors, not for Beck .
- Stock ownership policies: NEOs (CEO 5× salary; others 3× salary) with time-based RSUs/DSUs counting toward thresholds; compliance measured over 5/3 years, respectively; policy coverage is specified for NEOs (Beck not an NEO) .
- Hedging/pledging: Hedging and derivative transactions in MERC stock are prohibited by policy; no disclosure of share pledging by executives .
- Clawback: Company-wide clawback policy covers cash/equity incentive recoupment on restatement and specified misconduct beyond SOX/NASDAQ minimums .
- Plan capacity/dilution: As of April 2025, outstanding unearned PSUs total 2.76M at 100% target (5.169M at 200%); available shares 2.756M (100%) / 346,756 (200%); three-year average burn rate 0.46% and overhang would be ~12.1% if the proposed 2.5M share increase is approved (from ~8.4%) .
Employment Terms
- Contract specifics for Beck (severance, non-compete, non-solicit, garden leave): Not disclosed.
- Plan-level change-of-control economics: If employment ends within 12 months after a change of control, equity accelerates (PSUs to 100% of target), with all forfeiture restrictions lapsing (double-trigger) .
- Severance/benefits benchmarks: NEO severance and CoC tables provided (cash severance plus accelerated equity and insurance continuation); Beck’s individual terms are not disclosed .
Company Performance During Beck’s Tenure
| Metric | FY2023 | FY2024 |
|---|---|---|
| Total revenues ($USD Millions) | 1,993.8 | 2,043.4 |
| Operating EBITDA ($USD Millions) | 17.5 | 243.7 |
| Net income (loss) ($USD Millions) | (242.1) | (85.1) |
| Price per share (year-end) ($) | 9.48 | 6.50 |
| Dividends declared per share ($) | 0.3000 | 0.3000 |
Additional highlights: Liquidity ~$488.6M and >$100M debt reduction in Q4 2024; capex of $84.3M and completion of two large U.S. mass timber projects .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~99.2% in 2024; ~91.2% in 2023 .
- Independent compensation governance: HR Committee of independent directors, use of independent consultants (review in 2022), and explicit risk management in pay design .
Compensation Structure Analysis
- Year-over-year mix: LTIP relies primarily on PSUs with three-year performance periods; recent cohorts in 2023–2024 awarded exclusively as PSUs, increasing outcome variability tied to ROAA and TSR .
- Outcome stringency: 2022 PSU vesting at 0% reflects rigorous hurdles; 2024 STIP payouts for NEOs at ~73–79% of target reflect partial achievement across EBITDA, safety, GHG, productivity, and cost/profitability .
- Peer benchmarking: TSR peer group spans global pulp/paper leaders (e.g., International Paper, UPM, SCA, Stora Enso, Suzano), anchoring the relative returns test .
- Share usage/dilution: Conservative burn rate and proposed share reserve increase designed to avoid heavier cash pay if equity pool tightens; individual award limits exist for NEOs and directors .
Equity Ownership & Alignment Details (Disclosure Status)
- Total beneficial ownership (Beck): Not individually disclosed; included in group totals for executive officers .
- Vested vs unvested, in‑the‑money options: MERC shows no outstanding options; PSUs and RSUs are primary vehicles; Beck’s individual split not disclosed .
- Pledging/Hedging: Hedging prohibited; no pledging disclosures identified .
- Ownership guidelines: Apply to NEOs; Beck’s compliance status not applicable/not disclosed .
Employment Terms (Disclosure Status)
- Employment start date in current role: September 1, 2022 .
- Contract term, auto‑renewal, non‑compete/non‑solicit/garden leave: Not disclosed.
- Severance, change‑of‑control: Not disclosed individually; plan‑level equity acceleration on termination within 12 months post‑CoC .
- Clawback: Active and broader than SOX/NASDAQ minimums .
Investment Implications
- Alignment and discipline: Zero vesting for 2022 PSU cohort underscores stringent long-term hurdles (ROAA/TSR) and lowers windfall risk, while STIP paying below 100% in 2024 evidences moderated annual payouts relative to targets .
- Execution signals: 2024 rebound in Operating EBITDA and progress in liquidity and debt reduction suggest improved operating cadence in materials markets; continued reliance on PSUs ties meaningful upside to sustained ROAA and relative TSR over 2024–2026 .
- Overhang/issuance risk: Proposed increase in the 2022 Plan share reserve (raising overhang to ~12.1% on a 200% PSU scenario) balances retention with potential dilution; if a change-of-control occurs, double-trigger 100% PSU vesting could add supply and affect insider selling dynamics .
- Governance comfort: High say‑on‑pay approvals and hedging prohibitions reduce misalignment risk; absence of excise tax gross‑ups, SERP, option repricing, or single‑trigger COC supports shareholder-friendly posture .
Key gaps: MERC does not disclose Beck’s base salary, target bonus, or individual equity grant sizes/payouts; ownership is not itemized for non‑NEO executives. Analysts should monitor future proxies and Form 4 filings for any changes in grant size, vesting outcomes, or dispositions .