Wolfram Ridder
MERCER INTERNATIONALAbout Wolfram Ridder
Wolfram Ridder, age 63, is Senior Vice President, Innovation & Government Relations at Mercer International (MERC) since February 2023, after serving as Vice President, Business Development from 2005 and earlier operating leadership roles at the Stendal and Rosenthal mills; he holds an MBA and a Master of Wood Science & Forest Product Technology from Hamburg University . Company performance relevant to incentive metrics improved markedly in 2024: Operating EBITDA rose to $243.7 million from $17.5 million in 2023 while revenues increased 2% to $2,043.4 million, though TSR over the SEC-defined lookback showed $59.84 vs $100.06 the prior year’s baseline, reflecting challenging equity performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mercer International | SVP, Innovation & Government Relations | 2023–present | Innovation, government relations leadership |
| Mercer International | VP, Business Development | 2005–2023 | Corporate business development |
| Mercer Stendal Mill | Managing Director | 2001–2005 | Operational leadership of a major pulp mill |
| Mercer International | VP Pulp Operations; Assistant to CEO | 1999–2005 | Cross-functional pulp operations and executive support |
| Mercer Rosenthal Mill | Assistant Managing Director | 1995–1998 | Mill operations management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| German Federal Research Center for Wood Science & Technology (Hamburg) | Scientist – pulping technology development | 1988–1995 | R&D in pulping technology |
Fixed Compensation
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary ($) | 443,551 | 459,519 | 3.6% cost-of-living increase effective Feb 2025 |
| Target bonus (% of base) | 65% | — | Per STIP target opportunity for 2024 |
| Cash bonus paid ($) | 226,704 | — | 51% of 2024 base salary |
| Stock awards ($) | 219,802 (PSUs grant-date fair value) | — | 2024 PSU grant valued at closing price $7.68 |
Performance Compensation
Short-Term Incentive Plan (STIP) – FY2024
| Component | Weighting | Target definition | Ridder 2024 payout of target | Vesting/Payment |
|---|---|---|---|---|
| Operating EBITDA | 40% | Payout curve: <55% of Target=0%; 55%=50%; 100%=100%; >150%=200% | 59% | Paid Feb 2025 for FY2024 |
| Safety (TRIR) | 10% | Pro-rata between Minimum/Target/Maximum TRIR; lower TRIR yields higher payout | 109% | Paid Feb 2025 |
| GHG emissions (kgCO2e/ADMT) | 5% | Pro-rata between Minimum/Target/Maximum, mill-specific thresholds | 109% | Paid Feb 2025 |
| Productivity | 15% | Pro-rata between thresholds by site (pulp production, sawmill m3/hr, mass timber backlog) | 61% | Paid Feb 2025 |
| Costs/Profitability | 10% | Site-level unit cost/EBITDA curves; weighted by fiber consumption | 94% | Paid Feb 2025 |
| Individual | 20% | Management goals; Committee-reviewed | 100% | Paid Feb 2025 |
| Total STIP achievement | — | Weighted sum of components above | 79% of bonus target | — |
Long-Term Incentive Program (LTIP) – PSUs
| Grant year | Award type | Target PSUs (#) | Max PSUs (#) | Vesting period end | Performance metrics | Status/Payout |
|---|---|---|---|---|---|---|
| 2024 | PSU | 28,620 | 57,240 | 12/31/2026 | Equally weighted ROAA and Relative TSR; 0–200% payout scales | In performance period |
| 2022 | PSU | 15,723 | — | 12/31/2024 | ROAA/TSR equally weighted; ROAA achieved (0.81)%, TSR 14th percentile → 0% | Nil vested; 0% payout |
PSU payout scales: ROAA <2%=0%; 2–4.99%=50–99%; 5–7.99%=100–199%; >8%=200%. TSR <25th%=0%; 25–49th%=50–99%; 50–75th%=100–199%; >75th%=200% .
Equity Ownership & Alignment
Beneficial ownership (Record Date: 3/27/2025)
| Name | Shares owned | Percent of outstanding |
|---|---|---|
| Wolfram Ridder | 73,755 | Less than 1% (out of 66,870,774 shares) |
Outstanding unvested awards under 2022 Plan (assumes 200% vesting)
| Name | Shares covered by awards (#) |
|---|---|
| Wolfram Ridder | 161,900 |
- Anti-hedging/anti-pledging: Executives are prohibited from hedging and are cautioned against pledging or holding MERC stock in margin accounts .
- NEO share ownership guidelines: CEO 5x salary; other NEOs 3x salary within 3 years; time-vested RSUs/DSUs count toward compliance .
- Options: No option awards reported for Ridder in 2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement date | October 2, 2006 |
| Initial base salary (EUR) | €247,200 (board-reviewed annually) |
| Annual bonus opportunity | Up to 65% of annual gross salary, targets agreed with CEO |
| Benefits | Participation in European retirement program |
| Termination notice | 6 months; effective at June 30 or December 31 |
| Change-in-control notice | Increases to 12 months upon direct/indirect majority ownership change of Mercer Europe GmbH |
| Agreement end | Terminates when Ridder reaches age 65 |
| European retirement contributions | Company contributes 10% of (gross salary + 50% of cash bonus) to German regulated plan; excess recorded to third-party fund; Ridder participates |
| Clawback policy | Recoupment of incentive comp for 3 years prior to restatement; additional clawbacks for misconduct |
| LTIP acceleration on CoC | If employment terminates within 12 months of a change of control: options/SARs vest; restricted stock vests; PSUs deemed achieved at 100% target and paid (double-trigger) |
| Tax gross-ups | Company does not provide excise tax gross-ups on perquisites |
Investment Implications
- Pay-for-performance alignment: Ridder’s 2024 bonus payout (51% of base; 79% of target) directly reflected STIP metrics that blend EBITDA, safety, GHG, productivity, and cost targets; his 2022 PSUs vested at 0% (ROAA negative; TSR 14th percentile), emphasizing true at-risk equity .
- Near-term selling pressure: With 2024 PSUs vesting after 12/31/2026 and no 2022 PSUs vesting, equity-related selling pressure appears limited in the near term; anti-hedging/anti-pledging policies further reduce forced-selling risk .
- Ownership and alignment: Ridder holds 73,755 shares (<1%); additional unvested awards cover 161,900 shares at maximum; NEO ownership guidelines require 3x salary within three years, supporting long-term alignment (compliance status not disclosed) .
- Retention risk and change-of-control economics: A defined bonus framework and double-trigger acceleration upon termination within 12 months of a change of control provide protection in strategic events, while the clawback policy mitigates misconduct risk .
- Company context: 2024 Operating EBITDA surged to $243.7 million and revenues increased modestly (+2%), but TSR under SEC’s pay-versus-performance framework showed a lower three-year cumulative value, reinforcing the importance of ROAA/TSR-weighted PSUs to incentivize durable value creation .
- Shareholder sentiment: Say-on-pay passed with ~99.2% approval in 2024, indicating strong support for the compensation program’s design .