Notice of 2024 Annual Meeting of Stockholders
Thursday, April 18, 2024
9:00 a.m., Eastern Time
Via Virtual Meeting Format
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Enviri Corporation (the “Company”) will be held on Thursday, April 18, 2024, beginning at 9:00 a.m., Eastern Time via the Internet at www.meetnow.global/M56ULLD. Stockholders and others will not be able to attend the Annual Meeting in person.
The purposes of the meeting are as follows:
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To elect the nine nominees named in the Proxy Statement to serve as Directors until the 2025 Annual Meeting of Stockholders; |
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To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2024; |
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To vote, on an advisory basis, to approve the compensation of the Company’s named executive officers; |
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To vote on Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan; and |
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To conduct such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Proxy Statement accompanying this Notice of 2024 Annual Meeting of Stockholders describes each of these items in detail. In addition, the Proxy Statement contains other important information that you should read and consider before you vote.
The Board of Directors of the Company has fixed the close of business on February 23, 2024 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
The Company is furnishing proxy materials over the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO. We believe this process allows us to provide our stockholders with the information they need while lowering the costs of printing and distributing proxy materials. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.
Your vote is very important to us, and we encourage you to vote your shares as soon as possible, even if you plan to attend the Annual Meeting via the Internet. Information about how to vote your shares via the Internet, by telephone, or by signing, dating, and returning your Proxy Card can be found in the enclosed Proxy Statement.
By order of the Board of Directors,
Russell C. Hochman
Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary
March 8, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 18, 2024. The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO are available free of charge at www.envisionreports.com/NVRI (for registered stockholders) or www.edocumentview.com/NVRI (for all other stockholders), or by calling toll-free (866) 641-4276.
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2024 Proxy Statement 1 |
Proxy Statement
This Proxy Statement and the accompanying form of proxy are first being sent to the stockholders on or about March 8, 2024, and are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Enviri Corporation (the “Company,” “Enviri,” “we” or “us”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held in a virtual meeting format only via the Internet at www.meetnow.global/M56ULLD on Thursday, April 18, 2024, beginning at 9:00 a.m., Eastern Time.
We are excited to embrace technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world. Stockholders as of the record date who have a control number may attend the Annual Meeting via the Internet as a “Shareholder” and may vote during, and participate in, the Annual Meeting by following the instructions available on the meeting website during the meeting. For registered stockholders, their control number can be found on their proxy card or notice, or email they previously received.
Stockholders who hold shares through a bank, broker or other nominee must obtain a legal proxy from their bank, broker or other nominee and register in advance to be able to attend the Annual Meeting as a “Shareholder” and vote during, and participate in, the Annual Meeting. To register, such stockholders must submit an email to Computershare, our transfer agent, at legalproxy@computershare.com with proof of their legal proxy reflecting their Company share holdings (in the form of an image of their legal proxy), along with their name and email address. Registration emails must be labeled “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on April 8, 2024. Stockholders as of the record date who hold shares through a bank, broker or other nominee and properly register will receive an email from Computershare confirming their registration together with a control number.
Stockholders and other interested parties who do not have a control number may attend the Annual Meeting via the Internet as a “Guest” but will not have the option to vote or ask questions during the meeting.
The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO are available free of charge at www.envisionreports.com/NVRI (for registered stockholders) or www.edocumentview.com/NVRI (for all other stockholders), or by calling toll-free (866) 641-4276.
Questions and Answers about the Company’s Annual Meeting
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Who is entitled to vote at the Annual Meeting? |
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You can vote if, as of the close of business on February 23, 2024 (the “Record Date”), you were a stockholder of record of the Company’s common stock (“Common Stock”). As of the Record Date, there were 79,834,916 shares of our Common Stock outstanding. Stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date on each matter presented for voting at the Annual Meeting. There are no cumulative voting rights. |
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How do I vote my shares by proxy? |
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Most stockholders can vote their shares by proxy in three ways: |
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By Internet – You can vote via the Internet by going to www.envisionreports.com/NVRI and following the instructions outlined on that website; |
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By Telephone – In the United States and Canada, you can vote telephonically by calling (800) 652-8683 (toll free) and following the instructions provided by the recorded message; or |
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By Mail – If you received a paper copy of the proxy materials, you can vote by mail by filling out the enclosed proxy card and returning it pursuant to the instructions set forth on the card. If you wish to vote by mail but received a Notice of Internet Availability of Proxy Materials in lieu of a paper copy of the proxy materials, you may contact our Corporate Communications Department by calling (267) 857-8715 to request that a full packet of proxy materials be sent to your home address. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 4, 2024. |
Please see the Notice of Internet Availability of Proxy Materials or the information your bank, broker or other holder of record provided you for more information on these voting options.
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6 2024 Proxy Statement |
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Executive Officers
Set forth below, as of March 8, 2024, are the executive officers of the Company and certain information with respect to each of them. There are no family relationships among any of the executive officers.
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Name |
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Age |
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Position with the Company |
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F. Nicholas Grasberger III |
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60 |
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Chairman, President and Chief Executive Officer |
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Tom G. Vadaketh |
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61 |
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Senior Vice President and Chief Financial Officer |
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Samuel C. Fenice |
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49 |
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Vice President and Corporate Controller |
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Russell C. Hochman |
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59 |
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Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary |
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Jennifer O. Kozak |
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55 |
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Senior Vice President and Chief Human Resources Officer |
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Jeffrey A. Beswick |
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52 |
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Senior Vice President and Group President, Clean Earth |
F. Nicholas Grasberger III – See biography on page 18.
Tom G. Vadaketh – Senior Vice President and Chief Financial Officer since October 2023. Mr. Vadaketh most recently served as Chief Financial Officer of Bausch Health Companies Inc., a $4.5 billion pharmaceutical and medical aesthetics company. Prior to joining Bausch Health Companies Inc. in January 2022, he was the Chief Financial Officer of eResearchTechnology, Inc., a global company specializing in clinical services serving the life science industry, from September 2018 to December 2021. He began his career at Deloitte & Touche LLP and held several senior financial positions across many countries at Procter & Gamble Company and Tyco International, Ltd. Mr. Vadaketh has also been the Chief Financial Officer of various public and privately held businesses. Mr. Vadaketh is a Chartered Accountant (ACA) from the Institute of Chartered Accountants in England and Wales and a Certified Public Accountant in the United States. He received an MBA from the University of Manchester (UK).
Samuel C. Fenice – Vice President and Corporate Controller since August 16, 2016. Mr. Fenice oversees the administration of all corporate accounting policies and procedures, including internal and external corporate reporting. Mr. Fenice joined Enviri’s Internal Audit team in 2002 and has since held progressively responsible roles in Finance, including two terms as Interim Corporate Controller. Mr. Fenice holds a Bachelor of Science degree in Accounting from The Pennsylvania State University and is a Certified Public Accountant.
Russell C. Hochman – Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since May 2015. Mr. Hochman leads the Company’s global legal, compliance, ethics and corporate secretary functions. Mr. Hochman previously served in senior legal roles with Pitney Bowes Inc. and international law firms based in New York. Mr. Hochman holds a J.D. from Albany Law School of Union University and a B.A. from Cornell University.
Jennifer O. Kozak – Senior Vice President and Chief Human Resources Officer since June 2022. Ms. Kozak leads the Company’s Human Resources strategy worldwide, including culture and employee engagement, talent management, compensation, and benefits. Ms. Kozak joined Enviri in February 2022 as Vice President, Clean Earth Human Resources. Previously, she served in roles of increasing responsibility over the last 15 years with General Electric and subsequently SUEZ Water Technologies & Solutions. Ms. Kozak holds an MBA from The Pennsylvania State University and a B.A. from Temple University.
Jeffrey A. Beswick – Senior Vice President and Group President, Clean Earth since May 2023. Before joining Enviri, he was the Chief Commercial Officer at Valicor Environmental Services, and, prior to this, he was Chief Executive Officer (U.S. Operations) of Tradebe Environmental Services. At Tradebe, Mr. Beswick was responsible for 28 locations, 10 waste management facilities and more than 900 employees. Under his leadership, the company recorded its highest year-over-year earnings growth, successfully completed two acquisitions, and instituted safety and environmental compliance initiatives resulting in significant decreases in injury rates. Prior to serving as CEO, he held progressive leadership positions, including Executive Vice President, Sales and Services, Executive Vice President, Business Development and Regional Sales. Mr. Beswick also brings his experience as Vice President, Recycling at Clean Harbors Environmental Services to Clean Earth.
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10 2024 Proxy Statement |
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The Board of Directors
The decision to administer the Board’s oversight responsibilities in this manner has a key effect on the Board’s leadership and committee structure, described in more detail below.
Oversight of Cybersecurity Risks
As part of the Board’s role in overseeing the Company’s risk management process, the Board has delegated to the Audit Committee responsibility for overseeing management’s implementation and effectiveness of the Company’s processes and risk management protocols regarding cybersecurity and information technology, including risks from cybersecurity incidents, vulnerabilities, and third-party vendors. In addition, the Audit Committee oversees the steps taken by the Company’s management to inform itself about and monitor the prevention, detection, mitigation, and remediation of such risks.
The Company’s Vice President, Chief Information Security Officer and Corporate IT, oversees the Company’s IT security department and reports to the Audit Committee quarterly regarding cybersecurity matters and related risk exposures. These reports include the results of the Company’s continuous security awareness training and anti-phishing scenarios, as well as the status of the Company’s goal of aligning its response to cybersecurity incidents with the best practices articulated by the National Institute of Standards and Technology NIST800 framework. In addition, management regularly reports on the Company’s insurance policies to the full Board, which includes the Company’s $10 million cyber insurance policy.
Environmental, Social and Governance Oversight
As noted above, the Board has charged the Governance Committee with oversight responsibility of the Company’s ESG strategy. The Governance Committee receives quarterly reports from management on the Company’s environmental and sustainability activities and risks, including risks related to climate change, and key performance indicators the Company uses to track performance. The Governance Committee provides regular updates to the Board on the Company’s environmental initiatives.
The MD&C Committee assists the Board in discharging its oversight responsibilities for the Company’s human capital management matters, including overseeing the Company’s diversity and inclusion process and initiatives. Management provides quarterly updates to the MD&C Committee on these areas and initiatives.
The full Board receives quarterly updates from both the Governance Committee and the MD&C Committee on environmental and human capital management matters and initiatives discussed within the respective committees, and also receives regular updates from management on both topics.
The Company also voluntarily discloses key ESG matters and metrics both on its website and in its annual Environmental, Social and Governance Report. The Company’s most recent Environmental, Social and Governance Report, published in October 2023, is available on its website at www.enviri.com/sustainability. Unless specifically stated herein, documents and information on the Company’s website are not incorporated by reference in this proxy statement.
Experience, Skills and Qualifications
The Governance Committee works with the full Board to determine the appropriate characteristics, skills and experiences for the Board as a whole as well as its individual members. While the Governance Committee has not established minimum criteria for Director candidates, it has established important factors that it considers when evaluating potential candidates. These factors are set forth in the Board’s Corporate Governance Principles and include integrity and strength of character, mature judgment, strategic thinking, demonstrated leadership skills, relevant business experience, experience with international business issues and risk, public company experience, innovation, technology or information technology expertise, availability, career specialization, relevant technical skills, time and willingness to perform duties as a Director, absence of conflicts of interest, diversity and the extent to which the candidate would fill a present need on the Board. In addition, as explained in more detail below in the section entitled “Diversity,” the Board is committed to a policy of inclusiveness that requires all new Board nominees to be drawn from a pool that includes diverse candidates, with a commitment to seeking out highly qualified women and minority candidates.
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2024 Proxy Statement 13 |
The Board of Directors
In addition to evaluating new Director candidates, the Governance Committee regularly assesses the composition of the Board in order to ensure it reflects an appropriate balance of knowledge, skills, expertise, diversity and independence. As part of this assessment, each Director is asked to identify and assess the particular experiences, skills and other attributes that qualify him or her to serve as a member of the Board. Based on the most recent assessment of the Board’s composition completed in February 2024, the Governance Committee and the Board have determined that, in light of the Company’s current business structure and strategies, the Board has an appropriate mix of Director experiences, skills, qualifications and backgrounds.
Set forth below is a general description of the types of experiences and skills the Governance Committee and the Board believe to be particularly relevant to the Company at this time:
Leadership Experience
Directors who have demonstrated significant leadership experience over an extended period of time, especially current and former executive officers or leaders of significant business units, provide the Company with valuable insights that can only be gained through years of managing complex organizations. These individuals understand both the day-to-day operational responsibilities facing senior management and the role Directors play in overseeing the affairs of large organizations.
International Experience
Given the Company’s global footprint and current focus on growing its presence in emerging markets, Directors with experience in markets outside the United States are critical to the Company’s long-term success.
Innovation and Technology Experience
In light of the important role of innovation and technology to the Company’s businesses, Directors with innovation and technology experience add significant value to the Board.
Financial Experience
Directors with an understanding of accounting, finance and financial reporting processes, particularly as they relate to large, multi-national businesses, are critical to the Company. Accurate financial reporting is a cornerstone of the Company’s success, and Directors with financial expertise help to provide effective oversight of the Company’s financial measures and processes.
A description of the most relevant experiences, skills, attributes and qualifications that qualify each Director candidate to serve as a member of the Board is included in his or her biography.
Diversity
The Board believes that diversity is one of many important considerations in board composition. To ensure the Board is comprised of members with an appropriate mix of characteristics, skills, experiences and backgrounds, the Board has adopted a Board diversity policy, which is set forth in the Board’s Corporate Governance Principles as well as the Governance Committee’s written charter. Pursuant to the diversity policy, the Board is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes and ensuring that Board nominees are drawn from a pool that includes diverse candidates, including women and minority candidates.
Currently, the Board includes two female directors: C. I. Haznedar and R.M. O’Mara. Ms. O’Mara joined the Board in June 2023, replacing K. G. Eddy, who retired in August 2023 after reaching the retirement age under the Company’s Corporate Governance Principles.
As noted above, the Governance Committee evaluates the current composition of the Board from time to time to ensure that the Directors reflect a diverse mix of skills, experiences, backgrounds and opinions. Depending on the current composition of the Board, the Governance Committee may weigh certain factors, including those relating to diversity, more or less heavily when evaluating potential Director candidates.
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14 2024 Proxy Statement |
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Corporate Governance
We have a long-standing commitment to good corporate governance practices. These practices come in many different forms and apply at all levels of our organization. They provide the Board and our senior management with a framework that defines responsibilities, sets high standards of professional and personal conduct and promotes compliance with our various financial, ethical, legal and other obligations and responsibilities.
Corporate Governance Principles
The Board has adopted Corporate Governance Principles that, along with the charters of the Board committees, provide the framework for our Board’s operation and governance. The Governance Committee is responsible for overseeing and reviewing our Corporate Governance Principles at least annually and recommending any proposed changes to the Board for approval. The Corporate Governance Principles are available on our website at https://www.enviri.com/corporate-governance in the Corporate Governance section.
Code of Conduct
We have adopted a Code of Conduct applicable to our Directors, officers and employees worldwide. The Code of Conduct is issued in booklet form and an online training program facilitates new employee orientation and individual refresher training. Our Code of Conduct is produced in over 20 languages. The Code of Conduct, including amendments thereto or waivers thereof granted to a Director or executive officer, if any, can be viewed on our website at https://www.enviri.com/corporate-governance in the Corporate Governance section.
Stockholder and Interested Party Communications with Directors
The Board has established a formal process for stockholders and interested parties to communicate directly with the Lead Director, the non-management Directors or with any individual member of the Board. Stockholders and interested parties may contact any member of the Board by writing to the specific Board member in care of our Corporate Secretary at our Corporate Headquarters (Two Logan Square, 100-120 North 18th Street, 17th Floor, Philadelphia, PA 19103). Our Corporate Secretary will forward any such correspondence to the applicable Board member; provided, however, that any such correspondence that is considered by our Corporate Secretary to be improper for submission to the intended recipients will not be provided to such Directors. In addition, Board members, including the Lead Director, can be contacted by e-mail at BoardofDirectors@enviri.com.
Director Independence
The Board has affirmatively determined that the following eight Directors are independent pursuant to the applicable independence requirements set forth in the NYSE Rules and by the SEC because they either have no relationship with the Company (other than as a Director and stockholder) or because any relationship they have with the Company is immaterial: Messrs. Earl, Everitt, Laurion, Purvis, Quinn and Widman, and Mses. Haznedar and O’Mara. In making these independence determinations, the Board, in consultation with the Governance Committee, reviewed the direct and indirect relationships between each Director and the Company and its subsidiaries, as well as the compensation and other payments each Director received from or made to the Company and its subsidiaries.
Nominations of Directors
The Governance Committee is responsible for overseeing the selection of qualified nominees to serve as members of the Board. Consistent with the Board diversity policy, in administering its oversight responsibilities, the Governance Committee is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn
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2024 Proxy Statement 25 |
Report of the Audit Committee
The Audit Committee is currently composed of five Directors, each of whom is considered independent under the rules of the NYSE and the SEC. The Board has determined that each of Messrs. Laurion, Quinn and Widman qualifies as an “audit committee financial expert” as that term is defined under the rules promulgated by the SEC.
The Audit Committee operates pursuant to a written charter that complies with the guidelines established by the NYSE.
The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors following each Audit Committee meeting and as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss our Annual Report on Form 10-K and quarterly reports on Form 10-Q prior to their being filed with the SEC, and meets with management and our independent auditors to review and discuss our quarterly earnings prior to their release.
The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor our financial record keeping and controls, management is ultimately responsible for our financial reporting process, including our system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of our financial statements and issuing a report thereon.
The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for the year ended December 31, 2023 and related periods. These discussions focused on the quality, not just the acceptability, of the accounting principles used by us, key accounting policies followed in the preparation of the financial statements and the reasonableness of significant judgments made by management in the preparation of the financial statements and alternatives that may be available.
In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has also received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.
Based on the review and discussions referred to above, the Audit Committee’s review of the representations of management and the report of the independent auditors, the Audit Committee recommended to the Board that the audited financial statements be included (and the Board approved such inclusion) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE:
J. S. Quinn, Chair
J. F. Earl
C. I. Haznedar
T. M. Laurion
P. C. Widman
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32 2024 Proxy Statement |
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Compensation Discussion & Analysis
Onboarding Messrs. Vadaketh and Beswick
Tom G. Vadaketh, Senior Vice President and Chief Financial Officer
On October 16, 2023, Mr. Tom G. Vadaketh joined the Company as the Senior Vice President and CFO. In addition to offering Mr. Vadaketh a market-based annual compensation package, it was critical to also provide him with one-time awards to compete with offers for equity compensation from his current employer as well as several other companies offering similar inducement awards. Mr. Vadaketh’s one-time “sign-on” package utilized a mix of cash and equity. It included a one-time cash bonus of $720,000 subject to pro-rated repayment if Mr. Vadaketh voluntarily terminates his employment with the Company within two years. It also included a one-time grant of RSUs with a value equal to $1,500,000. The RSUs will vest pro-rata on each of November 7, 2024, November 7, 2025, and November 7, 2026. In addition, Mr. Vadaketh entered into the Company’s standard confidentiality and non-competition agreements, as well as the Company’s change of control severance agreement. Mr. Vadaketh is subject to share ownership requirements equal to three times his base salary.
Jeffrey A. Beswick, Senior Vice President & Group President, Clean Earth
On May 1, 2023, Mr. Jeffrey A. Beswick joined the Company as the Senior Vice President and Group President of Clean Earth. In addition to offering Mr. Beswick a market-based annual compensation package, it was critical to also provide him with one-time awards to compete with offers for equity compensation from his current employer as well as several other companies offering similar inducement awards. Mr. Beswick’s one-time “sign-on” package utilized a mix of cash and equity. It included (i) a one-time cash bonus of $150,000 and (ii) a relocation expense payment to Mr. Beswick, determined in a manner similar to relocation benefits previously offered under the Executive Philadelphia Relocation Program as described below, in the amount of $125,000 plus a tax gross up of $52,935, in each case, subject to pro-rated repayment if Mr. Beswick voluntarily terminates his employment with the Company within two years. The offer also included a one-time grant of RSUs, PSUs, and SARs with a value equal to $819,375. The RSUs and SARs will vest pro-rata on each of May 7, 2024, May 7, 2025, and May 7, 2026. The PSUs will cliff-vest on December 31, 2025, subject to the TSR performance result. In addition, Mr. Beswick entered into the Company’s standard confidentiality and non-competition agreements, as well as the Company’s change of control severance agreement. Mr. Beswick is subject to share ownership requirements equal to three times his base salary.
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40 2024 Proxy Statement |
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Discussion and Analysis of 2023 Compensation
With respect to setting the compensation for the other NEOs, the MD&C Committee strives to deliver a competitive level of total compensation to each of the NEOs by evaluating and balancing the following objectives:
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Factors While Evaluating NEO Compensation |
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• The strategic importance of the position within our executive team; |
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• The overall performance level of the individual and the potential to make significant contributions to the Company in the future; |
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• The value of the position in the marketplace; |
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• Internal pay equity; and |
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• Our executive compensation structure and guiding principles. |
Target total direct compensation for our NEOs, excluding the Chairman, President & CEO is designed to deliver approximately 29% of the annual compensation opportunity in the form of base salary (fixed compensation) and approximately 71% of the annual compensation opportunity in the form of variable compensation at target performance. The amounts of compensation realized by our NEOs will vary from the target awards based upon performance evaluated under the terms of our variable compensation plans.
Each year, the Chairman, President & CEO presents his Enviri talent review to the MD&C Committee to discuss the individual performance and potential of each of the NEOs. The Chairman, President & CEO submits compensation recommendations to the MD&C Committee for each NEO. These recommendations address all elements of compensation, including base salary, target annual incentive compensation, long-term equity-based compensation, perquisites, and other benefits. In evaluating these compensation recommendations, the MD&C Committee considers information such as the NEOs’ individual performance, the performance of the Company, and the compensation of similarly situated executive officers as determined by the referenced benchmark data. The MD&C Committee applies the same considerations as noted above when making its compensation decisions for the Chairman, President & CEO.
2023 Compensation Decisions Details
Base Salary
Base salary represents a stable source of income (fixed compensation) and is a standard element of compensation necessary to attract and retain talent. Base salary is set at the MD&C Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected Compensation Peer Group and survey data from a broader index of comparable companies, our business strategy, our short- and long-term performance goals, and individual factors, such as position, salary history, individual performance and contribution, an individual’s length of service with the Company, and placement within the general base salary range offered to our NEOs.
During 2023, the MD&C Committee approved merit-based salary increases for all eligible NEOs to become effective January 1, 2023. Mr. Grasberger’s increase was approved by the Board. Mr. Grasberger’s increase of 4% was merit-based consistent with the overall timing and budget for all merit-based salary increases for Enviri employees in the United States. Messrs. Hochman and Mitchell’s increases were merit-based and further adjusted to bring their salaries to a more competitive market level for their experience and role. As Ms. Kozak was promoted to her role of Senior Vice President and CHRO late in 2022, no merit increase was awarded. As Mr. Minan was the Interim Senior Vice President and CFO, he was excluded from this review. Messrs. Beswick and Vadaketh were not eligible for merit increases based on their hire dates of May 1st, 2023 and October 16th, 2023, respectively.
Consistent with this process, early in 2024, the MD&C Committee also approved merit-based salary increases, which became effective January 1, 2024, for our NEOs other than Mr. Grasberger, while the MD&C Committee recommended, and the Board approved, maintaining Mr. Grasberger’s base salary at its 2023 level, all as shown in the table below. Mr. Beswick and Ms. Kozak
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2024 Proxy Statement 49 |
Discussion and Analysis of 2023 Compensation
Other Compensation Elements
During 2023, we provided our NEOs with the following broad-based employee benefits on the same terms that apply to our non-executive U.S. employees:
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Disability insurance; and |
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401(k) plan participation. |
Term life insurance benefits equal to two times the individual’s salary up to a maximum benefit of $800,000 are provided to our NEOs. Our NEOs, except for Mr. Beswick, are also eligible to participate in the Non-Qualified Retirement Savings and Investment Plan (“NQ RSIP”), which supplements the Retirement Savings and Investment Plan (“RSIP”) with respect to 401(k) contributions that could not be made because of Internal Revenue Service compensation and contribution limitations.
We provided other benefits to certain NEOs during 2023. While rarely used, the Board maintains a policy regarding our Chairman, President & CEO’s personal use of our corporate aircraft. In the event of personal use of the corporate aircraft, our Chairman, President & CEO is taxed on the imputed income attributable to personal use of our aircraft, and our Chairman, President & CEO does not receive a tax gross-up from us with respect to such imputed amounts.
To support the executives’ relocation to the Greater Philadelphia area, NEOs required to relocate were eligible to participate in the Executive Philadelphia Relocation Program. This program offered the participants two options for relocation assistance. Option one supported the sale of their principal residence and purchase of a new one in the Philadelphia area. The second option was a one-time lump sum amount to facilitate a transition to a new residence. Both options required the NEO to agree with the terms and conditions of a repayment agreement which contains a pro-rata repayment schedule should the NEO terminate employment from the Company within two years of receipt of relocation payments. Standard tax treatments were applied, which included a gross-up to all estimated tax liabilities. Please see amounts reported under the “All Other Compensation” column in the Summary Compensation Table detailed below.
We offer limited perquisites and other personal benefits to our NEOs at competitive levels with those provided by our Peer Group companies, as well as the larger group of companies within the general industry that are similar in overall size and relative performance. We believe the other benefits we provided to our NEOs were necessary to help us attract and retain our senior executive team and the values of these benefits were reasonable, competitive, and consistent with the overall executive compensation program.
For more information on the perquisites and certain other benefits provided to the NEOs in 2023, see the All Other Compensation Table that serves as a supplement to the 2023 Summary Compensation Table.
Nonqualified Deferred Compensation – 401(k) Plans
Retirement Savings and Investment Plan
Under the RSIP, we make matching contributions to the account of each participating employee equal to 100% of the employee’s contributions up to the first 3% of compensation and 50% of the employee’s contributions up to the next 2% of compensation. In addition, the RSIP provides for a discretionary contribution, as decided by the Company each year, to the account of each eligible employee who remains an active employee as of December 31 of such plan year. Under the NQ RSIP, we provide the matching and discretionary contributions, if any, that would otherwise be made under the qualified portion of the RSIP for salaried employees’ contributions, but for Internal Revenue Code limitations under Section 402(g), Section 401(a)(17), Section 415 or Section 401(m). Company contributions to the NQ RSIP are made in the form of credits of non-qualified deferred compensation to bookkeeping accounts maintained as a record of the benefits to which employees are entitled.
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Discussion and Analysis of 2023 Compensation
Mr. Grasberger and Mr. Hochman previously met their ownership guidelines. Mr. Minan is not subject to any ownership guidelines since he is not eligible to participate in the Company’s LTIP Program. As of December 31, 2023, Mr. Vadaketh met his ownership guidelines while Mr. Beswick and Ms. Kozak are within the five-year phase-in period for meeting their ownership guidelines and continue to accumulate shares. Mr. Mitchell is no longer employed with the Company, and thus is not subject to any ownership guidelines.
Right to Recover Incentive Compensation
Consistent with the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the NYSE Listed Company Manual, the Board has adopted a policy providing for the Company to recover (or “claw back”) from certain current and former key employees any wrongfully earned performance-based compensation, including stock-based awards, if the Company is required to prepare an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, subject to certain limited exceptions permitted by applicable law or listing standards. Such claw back may be implemented by a number of available methods, as set forth in the Company’s policy and as determined by the MD&C Committee.
These provisions are designed to deter and prevent detrimental behavior and to protect our investors from financial misconduct.
Policies on Hedging and Pledging of Shares
Consistent with the Dodd-Frank Act, the Company’s Insider Trading Policy prohibits all Board members, employees, including corporate officers, from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company securities (or “hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like), and other hedging transactions designed to minimize the risk inherent in owning common stock, such as zero-cost collars and forward sales contracts.
Additionally, Board members and executives are prohibited from pledging shares as collateral for a loan or in a margin account.
Policy Regarding Tax and Accounting Impact on Executive Compensation
The MD&C Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the NEOs. Under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance-based compensation was repealed for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million is generally not deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the MD&C Committee believes that its primary responsibility is to provide a compensation program that attracts, retains, and rewards the executive talent necessary for our success. Consequently, the MD&C Committee may pay or provide compensation that is not tax deductible or is otherwise limited as to tax deductibility.
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Discussion and Analysis of 2023 Compensation
CEO Pay Ratio Disclosure
Pursuant to Section 953(b) of the Dodd-Frank Act, the SEC issued the “Pay Ratio” disclosure rule under Item 402(u) of Regulation S-K requiring companies to disclose the ratio of annual total compensation for their Principal Executive Officer (“PEO”) to that of the employee identified as the Company’s median compensated individual.
We determined that the 2023 annual total compensation of the individual identified as the Company’s median compensated individual (excluding the CEO) was $50,665, the annual total compensation of Mr. Grasberger was $6,598,650 and the ratio between the two was 130:1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Methodology for Selecting the Median Employee
During 2023, and consistent with SEC requirements, Enviri completed a recalculation to determine its median employee for 2023.
We selected October 1, 2023 as our determination date and used foreign exchange rates effective on September 30, 2023. We applied the five percent (5%) “de minimis” allowance to exclude the following countries from our employee population totaling 4.93%:
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Egypt: 571 employees or 4.46 % of 12,801; and |
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Argentina: 56 employees or 0.44 % of 12,801; and |
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Algeria: 4 employees or 0.03% of 12,801. |
The total population used for the “de minimis” exception prior to these exclusions is 12,801, with 4,035 being U.S. based employees, and 8,135 being non-U.S. employees. After applying the five percent (5%) “de minimis” exclusion, the total population is 12,170.
In selecting the median employee, we utilized a valid statistical sampling approach to identify a cluster of employees within 10% of the median, using a consistently applied compensation measure of annual base pay. To determine annual base pay for our hourly and our part-time employee population, we used reasonable assumptions to calculate the actual hours worked. From the cluster of employees at or near the median, we selected a median employee that best represented our overall employee population.
Putting the Ratio in Context
As discussed in the CD&A of this proxy, we target pay and benefits at competitive levels based on the job duties and location of the employee. It is our philosophy to offer total remuneration opportunities that actively support recruiting, motivating, and retaining talented employees at all levels within our organization.
Our workforce is global – we have employees located in 36 countries around the world. Our international employee footprint is driven by the needs of our clients, with the majority of our employees working at client sites outside of the United States. As such, when interpreting our pay ratio results, it is important to keep in mind that pay practices vary by country based on client contract terms, local statutory requirements, cost of living and applicable local market competitive pay practices.
Lastly, total compensation for our Senior Executives is comprised of a significant portion that varies based on financial and stock price performance of the Company. Eighty-two percent (82%) of our CEO’s total pay varies with performance while the majority of pay for our median employee seventy-eight percent (78%) is fixed base salary and overtime. The equity portion of the CEO’s pay used in the pay ratio calculation reflects his “opportunity” and the actual value of these awards will vary based on stock price and performance.
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Proposal 3: Vote, on an Advisory Basis, to Approve Named Executive Officer Compensation
In accordance with the Dodd-Frank Act and related SEC rules, and as required under Section 14A of the Exchange Act, our Board has adopted a policy of providing an annual stockholder vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement.
Response to Previous Say-on-Pay Votes
Stockholders voted strongly in support of Enviri’s executive compensation programs in 2023 with approximately 98% of votes cast in support of the program. We believe the continued support demonstrates that we are committed to attaining the highest levels of stockholder support for our executive compensation programs and that we respect input from our stockholders and take their concerns seriously.
As described in detail under “Compensation Discussion & Analysis,” our executive compensation program’s primary objective is aligning our executives’ pay with the interests of our stockholders. The program is also designed to reward short and long-term financial, strategic and operational business results, while facilitating the Company’s need to attract, motivate, develop and retain highly-qualified executives who are critical to our long-term success.
We have many compensation practices that help ensure that our compensation programs are strongly aligned with our goals and strategies and promote good pay and corporate governance practices. These practices are discussed in detail under “Compensation Discussion & Analysis” and include:
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Tie a significant amount of executive pay to Company performance; |
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Reward for business unit, corporate, and individual performance; |
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Maintain a clawback policy in the event of a material financial restatement; |
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Prohibit hedging and short sales; |
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Utilize an independent compensation advisor and review performance and independence annually; |
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Conduct an annual risk review and make program changes as necessary; |
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Require a “double trigger” for severance payments upon a change in control; and |
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Maintain substantial stock ownership guidelines and stock holding requirements for Directors and executive officers that promote alignment of their interests with our stockholders’ interests. |
Please read the “Compensation Discussion & Analysis” section for additional details about our executive compensation programs, including information about the fiscal year 2023 compensation of our NEOs.
We are asking our stockholders to support our NEO compensation as described in this Proxy Statement. This proposal gives you, as a stockholder, the opportunity to express your views on our NEOs’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our NEOs described in this Proxy Statement. Our MD&C Committee and our Board believe our overall program effectively implements our compensation philosophy and achieves our goals. Accordingly, we ask you to vote “FOR” the following resolution at our Annual Meeting:
“RESOLVED, that Enviri Corporation’s stockholders approve, on an advisory basis, the compensation paid to Enviri Corporation’s Named Executive Officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders
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88 2024 Proxy Statement |
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
On February 26, 2024, upon the recommendation of the MD&C Committee, the Board adopted Amendment No. 4 to the Company’s 2013 Equity and Incentive Compensation Plan (the “2013 Plan”) subject to stockholder approval of certain provisions of the amendment solicited by this proxy statement. The amendment is set forth in Appendix A hereto.
We are seeking stockholder approval to amend the 2013 Plan to (i) increase the number of shares of Common Stock of the Company (the “Shares”) reserved for issuance under the 2013 Plan by an additional 1,600,000 Shares, increasing the total number of Shares under the 2013 Plan from 12,077,000 to 13,677,000, with a corresponding increase in the total number of shares that may be issued or transferred upon the exercise of incentive stock options from 12,077,000 to 13,677,000 and (ii) increase the total number of Shares issuable in connection with “full value awards” (awards other than stock options, SARs or other awards for which the holder pays the intrinsic value existing as of the date of grant) from 8,088,000 Shares to 9,688,000 Shares (an increase of 1,600,000). We are also amending the 2013 Plan to clarify that neither dividends nor dividend equivalents may be paid out until after such time (if any) as the underlying award vests. Our continuing ability to offer equity incentive awards under the 2013 Plan is critical to our ability to attract, motivate and retain qualified personnel, particularly in light of the highly competitive market for employee talent in which we operate.
The Board has determined that it is in the best interests of the Company and its stockholders to approve this proposal. The Board has approved the amendment to the 2013 Plan and share increase subject to stockholder approval and recommends that stockholders vote in favor of this proposal at the Annual Meeting. Stockholder approval of this proposal requires the affirmative vote of a majority of the outstanding Shares that are present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.
If stockholders approve this proposal, Amendment No. 4 to the 2013 Plan and the share increase will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, Amendment No. 4 to the 2013 Plan and share increase will not take effect and our 2013 Plan will continue to be administered in its current form. The remainder of this discussion, when referring to the 2013 Plan, refers to the 2013 Plan as if this proposal to amend the 2013 Plan is approved by our stockholders, unless otherwise specified or the context otherwise references the 2013 Plan prior to amendment.
Background
The 2013 Plan was initially adopted by the Board on March 18, 2013, and our stockholders approved it in April 2013. Subsequently, Amendment No. 1 to the 2013 Plan was adopted by the Board on February 16, 2017, and our stockholders approved it in April 2017. Subsequently, Amendment No. 2 to the 2013 Plan was adopted by the Board on February 20, 2019, and our stockholders approved it in April 2020. Subsequently, Amendment No. 3 to the 2013 Plan was adopted by the Board on February 25, 2023, and our stockholders approved it in April 2023.
As of December 31, 2023, approximately 2,884,520 Shares remained available for grant under the 2013 Plan, of which 1,707,491 were issuable as “full value awards” under the remaining 2013 Plan limitation. In connection with their review and approval of Amendment No. 4, the MD&C Committee and the Board reviewed updated data concerning the 2013 Plan as of February 13, 2024. As of that date, approximately 3,110,187 Shares remained available for grant under the 2013 Plan, of which 1,933,158 were issuable as “full value awards” under the remaining 2013 Plan limitation. The Board believes that the additional Shares to be added by Amendment No. 4, as well as the additional increase in the limitation on “full value awards,” are necessary to meet the Company’s anticipated equity compensation needs. This estimate, similar to the estimates made in connection with Amendment No. 3, is based on a forecast that takes into account our anticipated rate of growth in hiring, an estimated range of our stock price over time, our historical burn rates, and our current mix of award types under the 2013 Plan, as well as the number of Shares we have currently available for grant under our 2013 Plan. We also have also considered proxy advisory firm guidelines in determining an appropriate number of Shares to seek to add in Amendment No. 4 to the 2013 Plan.
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
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Stockholder approval is required for additional Shares. The 2013 Plan does not contain an annual “evergreen” provision but instead reserves a fixed maximum number of Shares for issuance. Stockholder approval is required to increase that number. |
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Exchange or Repricing Programs are not allowed without stockholder approval. The 2013 Plan prohibits the repricing or other exchange of underwater stock options and stock appreciation rights without prior stockholder approval. |
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No discount stock options or stock appreciation rights. The 2013 Plan requires that stock options and stock appreciation rights issued under it must have an exercise price equal to at least the fair market value of our Common Stock on the date the award is granted, except in certain situations in which we are assuming or replacing options granted by another company that we are acquiring. |
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Dividends. Dividends and dividend equivalents may not be paid out on any unvested awards. |
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No tax gross-ups. The 2013 Plan does not provide for any tax gross-ups. |
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Double trigger equity treatment. The 2013 Plan does not accelerate unvested awards automatically upon a change in control. |
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Recoupment feature. The 2013 Plan contains a recapture provision for awards granted to those who engage in “detrimental activity” as well as awards that may be covered by Section 10D of the Exchange Act. |
Nature of Amendments
Amendment No. 4 to the 2013 Plan modifies the existing 2013 Plan to: (1) increase the number of shares available for new awards under the 2013 Plan from 12,077,000 shares to a total of 13,677,000 available shares; (2) increase the number of shares that may be issued or transferred by the Company in connection with awards other than options or appreciation rights from 8,088,000 shares to 9,688,000 shares; (3) increase the number of shares that may be issued or transferred upon the exercise of incentive stock options from 12,077,000 shares to 13,677,000 shares; and (4) prohibit dividends and dividend equivalents from being paid out until after such time (if any) as the underlying awards vest. The outstanding awards under the existing 2013 Plan will continue to remain outstanding in accordance with their terms.
Description of the 2013 Plan, as Amended
The following is a description of the principal provisions of the 2013 Plan, as amended. This summary is qualified in its entirety by reference to the full text of Amendment No. 4 attached as Appendix A to this Proxy Statement, and to the 2013 Plan document as previously amended through Amendment No. 2 thereto.
2013 Plan Highlights
Administration. The 2013 Plan is administered by the MD&C Committee. The MD&C Committee may delegate its authority under the 2013 Plan to a subcommittee. The MD&C Committee or the subcommittee may delegate to one or more of its members or to one or more of our officers, agents or advisors, administrative duties or powers, and may authorize one or more officers to do one or both of the following (subject to certain limitations described in the 2013 Plan):
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designate employees to receive awards under the 2013 Plan; and |
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determine the size of any such awards. |
Reasonable 2013 Plan Limits. Subject to adjustment as described in the 2013 Plan, total awards under the 2013 Plan are limited to 13,677,000 shares. In addition, the 2013 Plan contains a 71% full-value award limit, which means that, subject to adjustment as described in the 2013 Plan, the aggregate number of shares actually issued or transferred by us in connection with “full value awards” (awards other than stock options, SARs or other awards for which the holder pays the intrinsic value existing as of the date of grant) will not exceed 9,688,000 shares (an increase of 1,600,000). However, all 13,677,000 shares available for awards under the 2013 Plan may be used for stock options and SARs. These shares may be shares of original issuance or treasury shares or a combination of the foregoing.
The 2013 Plan also provides that, subject to adjustment as described in the 2013 Plan:
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the aggregate number of shares of common stock actually issued or transferred upon the exercise of incentive stock options, or ISOs, will not exceed 13,667,000 shares of common stock; |
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
Stock Options. The MD&C Committee may grant stock options that entitle the optionee to purchase shares of common stock at a price not less than market value per share at the date of grant. The option price is payable:
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in cash, check or wire transfer at the time of exercise; |
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by the transfer to us of common shares owned by the participant having a value at the time of exercise equal to the option price; |
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by a combination of such payment methods; or |
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by such other method as may be approved by the MD&C Committee. |
Further, each grant of stock options will specify whether payment of the option price is payable subject to any other conditions or limitations established by the MD&C Committee or our withholding shares of common stock otherwise issuable pursuant to a “net exercise” arrangement.
To the extent permitted by law, the Committee may permit payment of the exercise price in a broker-assisted process by which the proceeds of a sale through a broker of some or all of the option shares are forwarded to the Company in payment of the exercise price.
Stock options will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. No stock option may be exercisable more than ten years from the date of grant. Each grant will specify the period of continuous service with us or any subsidiary that is necessary before the stock options become exercisable. See “2013 Plan Highlights – Minimum Vesting Periods.” A grant of stock options may provide for the earlier vesting of such stock options in the event of the retirement, death or disability of the participant or a double-trigger change of control. Any grant of stock options may specify management objectives (as described below) that must be achieved as a condition to exercising such rights. Stock options granted pursuant to the 2013 Plan may not provide for any dividends or dividend equivalents thereon.
SARs. A SAR is a right, exercisable by the surrender of a related stock option (if granted in tandem with stock options) or by itself (if granted as a free-standing SAR), to receive from us an amount equal to 100%, or such lesser percentage as the MD&C Committee may determine, of the spread between the base price (or option exercise price if a tandem SAR) and the value of our shares of common stock on the date of exercise. Any grant may specify that the amount payable on exercise of a SAR may be paid by us in cash, in shares of common stock, or in any combination of the two.
SARs will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Any grant of a tandem SAR will provide that it may be exercised only at a time when the related stock option is also exercisable, at a time when the spread is positive, and by surrender of the related stock option for cancellation. Successive grants of a tandem SAR may be made to the same participant regardless of whether any tandem SARs previously granted to the participant remain unexercised. Each grant will specify in respect of each free-standing SAR a base price that may not be less than the market value per share of common stock on the date of grant.
Successive grants may be made to the same participant regardless of whether any free-standing SARs previously granted to the participant remain unexercised. No free-standing SAR granted under the 2013 Plan may be exercised more than ten years from the date of grant. Each grant will specify the period of continuous service with us or any subsidiary that is necessary before the SARs become exercisable. See “2013 Plan Highlights – Minimum Vesting Periods.” A grant of SARs may provide for the earlier exercise of such SARs in the event of the retirement, death or disability of the participant or a double-trigger change of control. Any grant of SARs may specify management objectives (as described below) that must be achieved as a condition to exercising such SARs. SARs granted pursuant to the 2013 Plan may not provide for any dividends or dividend equivalents thereon.
Restricted Stock. A grant of restricted stock involves the immediate transfer by us to a participant of ownership of a specific number of shares of common stock in consideration of the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such shares of common stock. The transfer may be made without additional consideration or in consideration of a payment by the participant that is less than current market value at the date of grant, as the MD&C Committee may determine.
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
Restricted stock that vests upon the passage of time must be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code for a period no shorter than three years, except that the restrictions may be removed ratably during the three-year period as the MD&C Committee may determine. Each such grant or sale of restricted stock will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the restricted stock will be prohibited or restricted in the manner and to the extent prescribed by the MD&C Committee at the date of grant (which restrictions may include, without limitation, rights of repurchase or first refusal or provisions subjecting the restricted stock to a continuing substantial risk of forfeiture in the hands of any transferee). The MD&C Committee may provide in certain situations for a shorter period during which the forfeiture provisions are to apply in the event of the retirement, death or disability of the grantee or a double-trigger change of control.
Any grant of restricted stock may specify management objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. If the grant of restricted stock provides that management objectives must be achieved to result in a lapse of restrictions, the restrictions cannot lapse sooner than one year, but may be subject to earlier lapse or modification by virtue of the retirement, death or disability of a participant or a double-trigger change of control. The MD&C Committee may grant some awards, including restricted stock, that are not subject to these minimum vesting requirements, so long as the aggregate number of such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
Any grant of restricted stock may also specify, in respect of any applicable management objectives, a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of restricted stock on which restrictions will terminate if performance is at or above the minimum level or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the termination of restrictions.
The MD&C Committee may grant some awards, including restricted stock, that are not subject to the minimum time-based or performance-based vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
Any grant or sale of restricted stock may require that any or all dividends or other distributions paid with respect to the restricted stock during the period of restriction be automatically deferred and reinvested in additional shares of restricted stock, which may be subject to the same restrictions as the underlying award. However, dividends or other distributions on restricted stock with restrictions that lapse as a result of the achievement of management objectives will be deferred until and paid contingent upon the achievement of the applicable management objectives. Dividends and dividend equivalents may not be paid out on any unvested Restricted Stock awards.
RSUs. A grant of RSUs constitutes an agreement by us to deliver common shares or cash to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the restriction period as the MD&C Committee may specify. During the applicable restriction period, the participant will have no rights of ownership in the common shares deliverable upon payment of the RSUs and will have no right to vote the common shares. The MD&C Committee may, at the date of grant, authorize the payment of dividend equivalents on RSUs on either a current, deferred or contingent basis, either in cash or in additional shares of common stock. However, dividends or other distributions on shares of common stock underlying RSUs with restrictions that lapse as a result of the achievement of management objectives will be deferred until and paid contingently upon the achievement of the applicable management objectives.
RSUs with a restriction period that lapses only by the passage of time will have a restriction period of at least three years, except that the restriction period may expire ratably during the three-year period as determined by the MD&C Committee. Additionally, the MD&C Committee may provide in certain situations for a shorter restriction period in the event of the retirement, death or disability of the grantee, or a double-trigger change of control. Any grant of RSUs may specify management objectives that, if achieved, will result in termination or early termination of the restriction period applicable to such shares of common stock. If the RSUs have a restriction period that lapses only upon the achievement of management objectives, the restriction period cannot lapse sooner than one year, but may be subject to earlier lapse or modification by virtue of the retirement, death or disability of the grantee or a double-trigger change of control. The MD&C Committee may grant some
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
awards, including RSUs, that are not subject to the minimum time-based or performance-based vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
RSUs will be evidenced by an evidence of award containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by such participant that is less than the market value per share of common stock at the date of grant. Each grant or sale of RSUs will also specify the time and manner of payment of the RSUs that have been earned and will specify that the amount payable with respect to such grant will be paid by us in shares of common stock or cash, or a combination of the two.
Any grant of RSUs may also specify, in respect of any applicable management objectives, a minimum acceptable level of achievement and may set forth a formula for determining the number RSUs for which the restriction period will terminate if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the termination of restrictions. Dividends and dividend equivalents may not be paid out on any unvested Restricted Stock Unit awards.
Cash Incentive Awards, Performance Shares and Performance Units. A cash incentive award is a cash award based on the achievement of management objectives. A performance share is the equivalent of one common share and a performance unit is the equivalent of $1.00 or such other value as determined by the MD&C Committee. A participant may be granted any number of cash incentive awards, performance shares or performance units, subject to the limitations set forth above. The participant will be given one or more management objectives to meet within a specified period, or Performance Period. The specified Performance Period will be a period of time not less than one year, except in certain circumstances in the case of the retirement, death or disability of the grantee, or a double-trigger change of control, if the MD&C Committee so determines. The MD&C Committee may, however, grant some awards, including performance shares, that are not subject to these minimum vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan. Dividends and dividend equivalents may not be paid out on any unvested Performance Shares and Performance Share unit awards.
Each grant of cash incentive awards, performance shares or performance units may specify, in respect of the relevant management objectives, a minimum acceptable level or levels of achievement and will set forth a formula for determining the number of performance shares or performance units, or amount payable with respect to cash incentive awards, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified management objectives. Any such grant must specify that the MD&C Committee must determine that the applicable management objectives have been satisfied before the payment of the award.
To the extent earned, the cash incentive awards, performance shares or performance units will be paid to the participant at the time and in the manner determined by the MD&C Committee. Any grant may specify that the amount payable with respect thereto may be paid by us in cash, shares of common stock, in restricted stock or restricted stock units, or any combination thereof. The MD&C Committee may, at the date of grant of performance shares, provide for the payment of dividend equivalents to a participant either in cash or in additional shares of common stock, subject in all cases to deferral and payment on a contingent basis based on the participant’s earning of the performance shares with respect to which such dividend equivalents are paid.
Cash incentive awards, performance shares and performance units will be evidenced by an award agreement containing such terms and provisions, consistent with the 2013 Plan, as the MD&C Committee may approve. Each grant will specify the amount of cash incentive awards, performance shares or performance units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors.
Other Awards. The MD&C Committee may, subject to limitations under applicable law, grant to any participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock or factors that may influence the value of such shares, including, without limitation:
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convertible or exchangeable debt securities; |
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98 2024 Proxy Statement |
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
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other rights convertible or exchangeable into shares of common stock; |
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purchase rights for shares of common stock; |
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awards with value and payment contingent upon our performance or specified subsidiaries, affiliates or other business units of ours or any other factors designated by the MD&C Committee; and |
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awards valued by reference to the book value of shares of common stock or the value of securities of, or the performance of specified subsidiaries or affiliates or other business units of ours. |
The MD&C Committee will determine the terms and conditions of the other awards. Shares of common stock delivered pursuant to an award in the nature of a purchase right will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of common stock, other awards, notes or other property, as the MD&C Committee will determine. Cash awards, as an element of or supplement to any other award granted under the 2013 Plan, may also be granted.
If the earning or vesting of, or elimination of restrictions applicable to, other awards is based only on the passage of time rather than the achievement of management objectives, the period of time will be no shorter than three years, except that the restrictions may be removed no sooner than ratably during the three-year period. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this section of the 2013 Plan is based on the achievement of management objectives, the earning, vesting or restriction period may not terminate sooner than one year. Any grant of an award under this section of the 2013 Plan may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award in certain circumstances in the event of the retirement, death, or disability of the participant, or a double-trigger change of control. The MD&C Committee may grant some awards, including other awards, that are not subject to these minimum vesting requirements, so long as the aggregate number of shares issued or transferred under such awards does not exceed 5% of the maximum number of shares of common stock available under the 2013 Plan.
The MD&C Committee may grant shares of common stock as a bonus, or may grant other awards in lieu of our obligation or a subsidiary’s obligation to pay cash or deliver other property under the 2013 Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the MD&C Committee in a manner that complies with Section 409A of the Internal Revenue Code.
Management Objectives. The 2013 Plan requires that the MD&C Committee establish “management objectives” for purposes of performance shares, performance units and cash incentive awards. When so determined by the MD&C Committee, stock options, SARs, restricted stock, RSUs, dividend equivalents or other awards under the 2013 Plan may also specify management objectives. Management objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual participant or of the subsidiary, division, department, region, function or other organizational unit within the company or subsidiary in which the participant is employed. The management objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance criteria themselves. Prior to the amendment of Section 162(m) of the Internal Revenue Code by the TCJA, the MD&C Committee could grant awards subject to management objectives that may or may not have been intended to qualify as “qualified performance-based compensation” under Section 162(m). During that time, the management objectives applicable to any award intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code to a “covered employee,” within the meaning of 162(m) of the Internal Revenue Code, were based on one or more, or a combination, of the following criteria:
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cash flow from operations; |
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free cash flow (cash from operations minus capital expenditures plus asset sales); |
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earnings (including, but not limited to, earnings before interest, taxes, depreciation and amortization); |
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earnings per share, diluted or basic; |
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earnings per share from continuing operations; |
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2024 Proxy Statement 99 |
Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
the MD&C Committee may, in its sole discretion (other than in the event of a change in control), accelerate the time at which:
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such stock option or SAR or other award may be exercised; |
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such substantial risk of forfeiture or prohibition or restriction on transfer will lapse; |
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such restriction period will end; or |
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such cash incentive awards, performance shares or performance units will be deemed to have been fully earned or the time when such transfer restriction will terminate. |
The MD&C Committee may also waive any other limitation or requirement under any such award, other than a limitation or requirement that is mandatory under the 2013 Plan.
The MD&C Committee may amend the terms of any awards granted under the 2013 Plan prospectively or retroactively. Except in connection with certain corporate transactions described in the 2013 Plan, no amendment will materially impair the rights of any participant without his or her consent.
Our Board may, in its discretion, terminate the 2013 Plan at any time. Termination of the 2013 Plan will not affect the rights of participants or their successors under any outstanding awards and not exercised in full on the date of termination.
In addition to the provisions in the 2013 Plan regarding acceleration of awards, up to 5% of the maximum number of shares of common stock that may be issued or transferred under the 2013 Plan, as may be adjusted, may be used for stock options, SARs, restricted stock, RSUs, performance shares, performance units and other awards granted under the 2013 Plan that do not comply with the applicable three-year vesting requirements with respect to time-vested awards or the applicable one-year vesting requirements with respect to awards subject to the achievement of performance goals.
No Repricing of Stock Options or SARs. Except in connection with certain corporate transactions described in the 2013 Plan, the terms of outstanding awards may not be amended to reduce the option price of outstanding stock options or the base price of outstanding SARs, or cancel outstanding stock options or SARs that have an exercise price or base price in excess of the current market price of the underlying shares in exchange for cash, other awards or stock options or SARs with an option price or base price, as applicable, that is less than the option price of the original stock options or base price of the original SARs, as applicable, without stockholder approval. This restriction is intended to prohibit the repricing of “underwater” stock options and SARs and will not be construed to prohibit the adjustments in connection with certain corporate transactions provided for in the 2013 Plan. This prohibition may not be amended without approval by our stockholders.
Transferability. Except as otherwise determined by the MD&C Committee (subject to applicable limitations under tax laws), no stock option, SAR, restricted stock, RSU, performance share, performance unit, cash incentive award or other awards granted under the 2013 Plan, or dividend equivalents paid with respect to awards made under the 2013 Plan, will be transferable by the participant except by will or the laws of descent and distribution, and in no event shall any such award granted under the 2013 Plan be transferred for value. Except as otherwise determined by the MD&C Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law and/or court supervision.
The MD&C Committee may provide at the date of grant additional restrictions on transfer for certain common shares earned under the 2013 Plan.
Adjustments. The MD&C Committee shall make or provide for such adjustments in the numbers of shares of common stock covered by outstanding stock options, SARs, RSUs, performance shares and performance units granted under the 2013 Plan and, if applicable, in the number of shares of common stock covered by other awards, in the option price and base price provided in outstanding stock options and SARs, in the kind of stock covered by such awards and in cash incentive awards as the
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102 2024 Proxy Statement |
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Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
MD&C Committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of participants or optionees that otherwise would result from:
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any stock dividend, stock split, combination of stock, recapitalization or other change in the capital structure of our company; |
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any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, extraordinary dividend of cash or property, issuance of rights or warrants to purchase securities; or |
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any other corporate transaction or event having an effect similar to these events or transactions or that otherwise constitutes an “equity restructuring” within the meaning of FASB ASC Topic 718. |
In the event of any such transaction or event or in the event of a change of control, the MD&C Committee, in its discretion, may provide in substitution for any or all outstanding awards under the 2013 Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require the surrender of all awards so replaced in a manner that complies with Section 409A of the Internal Revenue Code.
In addition, for each stock option or SAR with an option price or base price greater than the consideration offered in connection with any such termination or event or change of control, the MD&C Committee may in its sole discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The MD&C Committee shall also make or provide for such adjustments in the total number of shares of common stock available under the 2013 Plan, the per-person award limits expressed in shares and any other share limits under the 2013 Plan as the MD&C Committee, in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described above, subject to applicable requirements under Code Sections 409A and 162(m). However, any adjustment to the number of ISOs that may be granted under the 2013 Plan will be made only if and to the extent that such adjustment would not cause any option intended to qualify as an ISO to fail to so qualify.
Detrimental Activity and Recapture Provisions. Any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions determined by the MD&C Committee, if a participant, either during his or her employment by us or a subsidiary or within a specific period after termination of employment, engages in any “detrimental activity” (as defined in such award agreement). In addition, any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the MD&C Committee from time to time or under Section 10D of the Exchange Act, or the rules of any national securities exchange or national securities association on which our common stock is traded.
Withholding Taxes. To the extent that we are required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the 2013 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to us for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the MD&C Committee) may include relinquishment of a portion of such benefit or the delivery to us of our common stock. In no event shall the market value per share of the common stock to be withheld and delivered to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld, if necessary to avoid additional accounting expense.
Termination. No grant will be made under the 2013 Plan after April 19, 2028, but all grants made on or prior to such date will continue in effect thereafter subject to the terms of the applicable award agreement and the terms of the 2013 Plan.
Federal Income Tax Consequences
The following is a brief summary of some of the federal income tax consequences of certain transactions under the 2013 Plan based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for 2013 Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), state local or foreign tax consequences.
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2024 Proxy Statement 103 |
Proposal 4: Approval of Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
Tax Consequences to Participants
Non-Qualified Stock Options. In general, (1) no income will be recognized by an optionee at the time a non-qualified stock option is granted; (2) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares of common stock and the fair market value of the shares of common stock, if unrestricted, on the date of exercise; and (3) at the time of sale of shares of common stock acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares of common stock after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares of common stock have been held.
Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares of common stock is made by such optionee within two years after the date of grant or within one year after the transfer of such shares of common stock to the optionee, then a upon sale of such shares of common stock, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of either the two or one year holding periods described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares of common stock at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares of common stock. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.
SARs. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.
Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares of common stock are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code (“Restrictions”). However, a recipient may instead elect under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares of common stock to have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares of common stock (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant and will not be eligible for the lower qualified dividend tax rate.
RSUs. No income generally will be recognized upon the award of RSUs. The recipient of a RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred to the participant pursuant to the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.
Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received.
Cash Incentive Awards. Upon payment in respect of the earning of cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received.
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104 2024 Proxy Statement |
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Other Matters
Householding of Proxy Materials
We and some brokers “household” the Letter from our Chairman & CEO, Annual Report on Form 10-K and other proxy materials, delivering a single copy of each to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, including the Letter from our Chairman & CEO and Annual Report on Form 10-K, or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker, if your shares are held in a brokerage account, or us, if you hold registered shares, at which time we will promptly deliver separate copies of the materials to each of the affected stockholders or discontinue the practice, according to your wishes. You can notify us by sending a written request to Enviri Corporation, Two Logan Square, 100-120 North 18th Street, 17th Floor, Philadelphia, PA 19103 or by calling (267) 857-8715.
Stockholder Proposals and Nominations for Presentation at 2025 Annual Meeting of Stockholders
The 2024 Annual Meeting of Stockholders is expected to be held on April 18, 2024. If one of our stockholders wishes to submit a proposal for consideration at the 2025 Annual Meeting of Stockholders, such proposal must be received at our executive offices no later than November 10, 2024 to be considered for inclusion in our Proxy Statement and Proxy Card relating to the 2025 Annual Meeting of Stockholders. Although a stockholder proposal received after such date will not be entitled to inclusion in our Proxy Statement and Proxy Card, a stockholder can submit a proposal for consideration at the 2024 Annual Meeting of Stockholders in accordance with our by-laws if written notice is mailed and received at the principal executive offices of the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (i.e., not later than January 18, 2025); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if the first public announcement or notice of the date of such annual meeting is made or given to stockholders less than 100 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement was made or notice of the date of such meeting is mailed, whichever first occurs.
In order to nominate a candidate for election as a Director at the 2025 Annual Meeting of Stockholders, a stockholder must provide to the Secretary of the Company written notice, including the supporting information described under the heading “Corporate Governance – Nominations of Directors,” by personal delivery or mail not later than January 18, 2025. If the stockholder does not also comply with the requirements of Rule 14a-4(c) under the Exchange Act by providing notice to the Company by such date, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal.
Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees under Rule 14a-19 under the Exchange Act (“Rule 14a-19”) must comply with the requirements of the Company’s Bylaws, including the notice required under Rule 14a-19 by January 18, 2025, and comply with the requirements of Rule 14a-19. Under the Company’s Bylaws, if a stockholder provides notice pursuant to Rule 14a-19(b) that the stockholder intends to solicit proxies in support of any proposed nominee and subsequently (A) notifies the Company that such stockholder no longer intends to do so, or (B) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3), the Company shall disregard any proxies solicited for such proposed nominee. Upon request by the Company, any stockholder that has provided such a notice of intention to solicit proxies must deliver to the Secretary of the Company, no later than 5 business days prior to the 2024 Annual Meeting of Stockholders, reasonable evidence that the solicitation requirements of Rule 14a-19(a)(3) have been satisfied.
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2024 Proxy Statement 109 |
Appendix A: Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan
ENVIRI CORPORATION
2013 EQUITY AND INCENTIVE COMPENSATION PLAN
Amendment No. 4
WHEREAS, the Board of Directors and stockholders of Enviri Corporation (the “Company”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan, Amendment No. 2 to the 2013 Equity and Incentive Compensation Plan, and Amendment No. 3 to the 2013 Equity and Incentive Compensation Plan (the “Plan”);
WHEREAS, pursuant to Section 3(a) of the Plan, a total of 12,077,000 shares of the common stock, par value $1.25 per share, of the Company (the “Common Stock”) have been reserved for issuance under the Plan;
WHEREAS, the Company desires (i) to increase the number of shares issuable under the Plan to an aggregate of 13,677,000 shares, including shares previously issued thereunder, (ii) to increase the aggregate limit on the number of shares that may be issued or transferred in connection with awards other than stock options or appreciation rights to 9,688,000 shares, and (iii) to prohibit the provision of dividends or dividend equivalents on any unvested awards; and
WHEREAS, Section 18 of the Plan permits the Company to amend the Plan from time to time, subject only to certain limitations specified therein;
NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan subject to, and effective as of the date of, the approval of stockholders of the Plan as amended at the Company’s Annual Meeting of Stockholders on April 18, 2024:
1. Section 3(a)(i) of the Plan shall be, and hereby is, amended such that the first sentence of such section shall hereby be amended and restated to read as follows:
“Subject to adjustment as provided in Section 11 of this Plan, the number of shares of Common Stock that may be issued or transferred (A) upon the exercise of Option Rights or Appreciation Rights, (B) as Restricted Stock and released from substantial risks of forfeiture thereof, (C) in payment of Restricted Stock Units, (D) in payment of Performance Shares or Performance Units that have been earned, (E) as awards contemplated by Section 9 of this Plan, or (F) in payment of dividend equivalents paid with respect to vested awards made under the Plan will not exceed in the aggregate 13,677,000 shares; provided, that notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company in connection with awards other than Option Rights or Appreciation Rights granted under this Plan will not exceed 9,688,000 shares.”
2. Section 3(b) of the Plan shall be, and hereby is, amended to increase the limit on the aggregate number of shares that may be issued or transferred upon the exercise of Incentive Stock Options to 9,688,000 shares, such that the section shall hereby be amended and restated to read as follows:
“(b) Limit on Incentive Stock Options. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 13,677,000 shares.”
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110 2024 Proxy Statement |
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis (“CD&A”) for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
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Summary Compensation Table Total for PEO (2) |
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Average Compensation Actually Paid to Non-PEO NEOs (3) |
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Value of Initial Fixed $100 Investment based on: |
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Business Unit Contribution |
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$6,599 |
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$7,749 |
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$2,132 |
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$2,217 |
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$39.11 |
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$147.49 |
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($47,496) |
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$91,608 |
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$5,926 |
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($1,399) |
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$1,246 |
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$136 |
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$27.34 |
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$113.61 |
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($176,431) |
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$57,946 |
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$5,394 |
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$1,521 |
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$1,307 |
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$858 |
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$72.62 |
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$123.67 |
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$2,729 |
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$41,858 |
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$3,793 |
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$5,709 |
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$1,113 |
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$1,268 |
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$78.14 |
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$112.44 |
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($21,975) |
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$35,177 |
(1) |
Amounts reported per year include only data reported for the NEOs for the corresponding year. |
(2) |
The amounts reported in this column correspond to the amounts reported in the Company’s Proxy Statement Summary Compensation Table (“SCT”). The PEO in each covered year is Mr. Grasberger. The non-PEO NEOs for whom the average compensation is presented in this table for fiscal 2023 are Messrs. Vadaketh, Minan, Hochman, Beswick, and Ms. Kozak, and Mr. Mitchell. For 2022, Messrs. Minan, Aga, Hochman, Mitchell, Ms. Kozak, Mr. Stanton, and Ms. Livingston. For 2021, the NEOs include Messrs. Minan, Aga, Hochman, Stanton, and Ms. Livingston. For 2020, the NEOs include Messrs. Minan, Hochman, Stanton, Ms. Livingston, and Ms. McKenzie. |
(3) |
PEO and non-PEO NEO CAP was calculated as follows: |
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Summary Compensation Table Total |
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Grant Date Fair Value per SCT Total Pay |
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Compensation Actually Paid |
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F. Nicholas Grasberger III, CEO serving as the PEO |
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$6,598,650 |
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($4,374,308) |
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$5,525,031 |
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$7,749,373 |
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$5,926,007 |
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($3,938,251) |
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($3,386,836) |
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($1,399,081) |
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$5,393,717 |
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($3,920,447) |
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$47,772 |
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$1,521,043 |
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$3,793,021 |
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($2,173,365) |
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$4,089,080 |
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$5,708,736 |
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Average of Other Non-PEO NEO’s |
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$2,131,871 |
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($915,230) |
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$1,000,131 |
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$2,216,771 |
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$1,245,591 |
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($630,208) |
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($479,135) |
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$136,248 |
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$1,307,238 |
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($612,034) |
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$162,649 |
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$857,853 |
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$1,112,707 |
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($472,960) |
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$627,920 |
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$1,267,667 |
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(a) |
The additions to the SCT includes the year-end Fair Market Value (“FMV”) of the awards granted for the applicable year plus or minus the annual change in the FMV as of the year-end for unvested awards granted in prior years as well as plus or minus the change in the FMV as of the date of vesting for awards vested in each applicable year versus the ending stock price of the prior year. The FMV of each PSU grant was estimated on the measurement date using a Monte Carlo pricing model and is reported on the table below. In addition, the FMV for each SAR grant was estimated on the measurement date using a Black Scholes pricing model; details noted below. |
| Discussion and Analysis of 2023 Compensation
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$35.24 |
|
$23.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2020 |
|
$17.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$35.24 |
|
$23.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2020 |
|
$17.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$25.78 |
|
$23.01 |
|
$15.71 |
|
$17.98 |
|
|
|
|
|
|
|
|
|
12/31/2021 |
|
$16.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$20.69 |
|
$17.98 |
|
$6.48 |
|
$16.71 |
|
|
|
|
|
12/31/2022 |
|
$6.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$20.69 |
|
$17.98 |
|
$6.48 |
|
$16.71 |
|
|
|
|
|
12/31/2022 |
|
$6.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$19.52 |
|
$16.71 |
|
$1.26 |
|
$6.29 |
|
|
|
12/31/2023 |
|
$9.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.58 |
|
$6.29 |
|
$1.89 |
|
$9.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$13.12 |
|
$9.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$13.12 |
|
$9.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
|
|
|
|
|
|
Stock Price At Measurement Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2017 |
|
12/31/2019 |
|
$23.01 |
|
$13.70 |
|
1.64% |
|
45.64% |
|
3.68 |
|
$12.29 |
|
|
|
|
|
|
|
|
3/3/2017 |
|
3/3/2020 |
|
$11.40 |
|
$13.70 |
|
0.75% |
|
55.49% |
|
4.15 |
|
$4.39 |
|
|
|
|
|
|
|
|
3/2/2018 |
|
12/31/2019 |
|
$23.01 |
|
$19.80 |
|
1.66% |
|
53.19% |
|
4.42 |
|
$11.24 |
|
|
|
|
|
|
|
|
3/2/2018 |
|
3/2/2020 |
|
$12.18 |
|
$19.80 |
|
0.92% |
|
51.43% |
|
5.71 |
|
$4.22 |
|
|
|
|
|
|
|
|
3/2/2018 |
|
12/31/2020 |
|
$17.98 |
|
$19.80 |
|
0.27% |
|
61.39% |
|
4.03 |
|
$7.90 |
|
|
|
|
|
|
|
|
3/2/2018 |
|
3/2/2021 |
|
$17.02 |
|
$19.80 |
|
0.47% |
|
62.83% |
|
4.05 |
|
$7.45 |
|
|
|
|
|
|
|
|
7/30/2018 |
|
12/31/2019 |
|
$23.01 |
|
$24.65 |
|
1.69% |
|
51.20% |
|
5.11 |
|
$10.17 |
|
|
|
|
|
|
|
|
7/30/2018 |
|
7/30/2020 |
|
$15.83 |
|
$24.65 |
|
0.28% |
|
61.33% |
|
5.59 |
|
$6.82 |
|
|
|
|
|
|
|
|
7/30/2018 |
|
12/31/2020 |
|
$17.98 |
|
$24.65 |
|
0.38% |
|
63.67% |
|
5.14 |
|
$8.25 |
|
|
|
|
|
|
|
|
7/30/2018 |
|
7/30/2021 |
|
$20.12 |
|
$24.65 |
|
0.56% |
|
61.85% |
|
4.21 |
|
$8.60 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
12/31/2019 |
|
$23.01 |
|
$22.51 |
|
1.70% |
|
50.99% |
|
5.18 |
|
$10.80 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
3/6/2020 |
|
$10.29 |
|
$22.51 |
|
0.69% |
|
47.34% |
|
7.21 |
|
$2.97 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
12/31/2020 |
|
$17.98 |
|
$22.51 |
|
0.40% |
|
63.37% |
|
5.27 |
|
$8.72 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
3/6/2021 |
|
$16.95 |
|
$22.51 |
|
0.81% |
|
64.52% |
|
5.10 |
|
$8.08 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
12/31/2021 |
|
$16.71 |
|
$22.51 |
|
1.21% |
|
61.11% |
|
4.69 |
|
$7.19 |
|
|
|
|
|
|
|
|
3/6/2019 |
|
3/6/2022 |
|
$12.65 |
|
$22.51 |
|
1.65% |
|
61.30% |
|
5.20 |
|
$5.01 |
|
|
|
|
|
|
|
|
3/10/2020 |
|
12/31/2020 |
|
$17.98 |
|
$10.29 |
|
0.39% |
|
63.45% |
|
5.19 |
|
$11.86 |
|
|
|
|
|
|
|
|
3/10/2020 |
|
3/10/2021 |
|
$18.10 |
|
$10.29 |
|
0.68% |
|
61.17% |
|
4.50 |
|
$11.44 |
|
|
|
|
|
|
|
|
3/10/2020 |
|
12/31/2021 |
|
$16.71 |
|
$10.29 |
|
1.18% |
|
61.69% |
|
4.44 |
|
$10.34 |
|
|
|
|
|
|
|
|
3/10/2020 |
|
3/10/2022 |
|
$13.46 |
|
$10.29 |
|
1.89% |
|
65.65% |
|
4.00 |
|
$7.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
|
|
|
|
|
|
Stock Price At Measurement Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/10/2020 |
|
12/31/2022 |
|
$6.29 |
|
$10.29 |
|
3.95% |
|
64.86% |
|
5.21 |
|
$2.98 |
|
|
|
|
|
|
|
|
3/10/2020 |
|
3/10/2023 |
|
$7.41 |
|
$10.29 |
|
3.99% |
|
67.69% |
|
4.59 |
|
$3.69 |
|
|
|
|
|
|
|
|
10/19/2020 |
|
12/31/2020 |
|
$17.98 |
|
$14.89 |
|
0.48% |
|
61.60% |
|
5.80 |
|
$10.62 |
|
|
|
|
|
|
|
|
10/19/2020 |
|
10/19/2021 |
|
$16.97 |
|
$14.89 |
|
1.05% |
|
61.00% |
|
4.50 |
|
$8.96 |
|
|
|
|
|
|
|
|
10/19/2020 |
|
12/31/2021 |
|
$16.71 |
|
$14.89 |
|
1.26% |
|
59.97% |
|
5.05 |
|
$9.09 |
|
|
|
|
|
|
|
|
10/19/2020 |
|
10/19/2022 |
|
$4.51 |
|
$14.89 |
|
4.07% |
|
63.01% |
|
7.10 |
|
$1.85 |
|
|
|
|
|
|
|
|
10/19/2020 |
|
12/31/2022 |
|
$6.29 |
|
$14.89 |
|
3.93% |
|
61.42% |
|
6.55 |
|
$2.73 |
|
|
|
|
|
|
|
|
3/1/2021 |
|
12/31/2021 |
|
$16.71 |
|
$18.58 |
|
1.31% |
|
59.08% |
|
5.62 |
|
$8.49 |
|
|
|
|
|
|
|
|
3/1/2021 |
|
3/1/2022 |
|
$12.01 |
|
$18.58 |
|
1.62% |
|
63.29% |
|
6.27 |
|
$5.99 |
|
|
|
|
|
|
|
|
3/1/2021 |
|
12/31/2022 |
|
$6.29 |
|
$18.58 |
|
3.92% |
|
63.66% |
|
7.18 |
|
$2.78 |
|
|
|
|
|
|
|
|
3/1/2021 |
|
3/1/2023 |
|
$8.41 |
|
$18.58 |
|
4.15% |
|
61.26% |
|
6.43 |
|
$3.75 |
|
|
|
|
|
|
|
|
3/1/2021 |
|
12/31/2023 |
|
$9.00 |
|
$18.58 |
|
3.82% |
|
64.42% |
|
5.67 |
|
$3.98 |
|
|
|
|
|
|
|
|
3/4/2022 |
|
12/31/2022 |
|
$6.29 |
|
$12.65 |
|
3.91% |
|
63.45% |
|
7.41 |
|
$3.34 |
|
|
|
|
|
|
|
|
3/4/2022 |
|
3/4/2023 |
|
$8.37 |
|
$12.65 |
|
4.15% |
|
61.82% |
|
6.19 |
|
$4.38 |
|
|
|
|
|
|
|
|
3/4/2022 |
|
12/31/2023 |
|
$9.00 |
|
$12.65 |
|
3.82% |
|
64.47% |
|
5.63 |
|
$4.75 |
|
|
|
|
|
|
|
|
3/7/2023 |
|
12/31/2023 |
|
$9.00 |
|
$7.45 |
|
3.81% |
|
66.53% |
|
5.19 |
|
$5.72 |
|
|
|
|
|
|
|
|
5/9/2023 |
|
12/13/2023 |
|
$9.00 |
|
$9.31 |
|
3.81% |
|
64.92% |
|
5.51 |
|
$5.33 |
|
(i) |
Stock Prices reported equal the company’s year-end stock price for the vesting dates noted. |
|
(ii) |
The March 2020 grant FMV was estimated on measurement date using a Monte Carlo simulation because exercise price is greater than the FMV of Enviri Common Stock on the grant date. |
(4) |
Enviri’s and the Peer Group’s Total Stockholders Return (“TSR”) is based on investing $100 on December 31, 2019. |
(5) |
The Peer Group utilized is the Dow Jones US Diversified Industrials. |
(6) |
Amounts reflect the Net Income (Loss) of the Company as reported in the Form 10-K Annual Report for the corresponding fiscal years of 2023, 2022, 2021 and 2020. |
(7) |
Amounts reflect the adjusted Enviri Business Unit Contribution (BUC) as reported in the Company’s Proxy Statement for the years 2023, 2022, 2021 and 2020. For further details, please refer to the “AIP Performance Metrics and Payouts” section in the CD&A. |
|
|
|
|
Company Selected Measure Name |
BUC
|
|
|
|
Named Executive Officers, Footnote |
(2) |
The amounts reported in this column correspond to the amounts reported in the Company’s Proxy Statement Summary Compensation Table (“SCT”). The PEO in each covered year is Mr. Grasberger. The non-PEO NEOs for whom the average compensation is presented in this table for fiscal 2023 are Messrs. Vadaketh, Minan, Hochman, Beswick, and Ms. Kozak, and Mr. Mitchell. For 2022, Messrs. Minan, Aga, Hochman, Mitchell, Ms. Kozak, Mr. Stanton, and Ms. Livingston. For 2021, the NEOs include Messrs. Minan, Aga, Hochman, Stanton, and Ms. Livingston. For 2020, the NEOs include Messrs. Minan, Hochman, Stanton, Ms. Livingston, and Ms. McKenzie. |
|
|
|
|
Peer Group Issuers, Footnote |
The Peer Group utilized is the Dow Jones US Diversified Industrials.
|
|
|
|
PEO Total Compensation Amount |
$ 6,598,650
|
$ 5,926,007
|
$ 5,393,717
|
$ 3,793,021
|
PEO Actually Paid Compensation Amount |
$ 7,749,373
|
(1,399,081)
|
1,521,043
|
5,708,736
|
Adjustment To PEO Compensation, Footnote |
(3) |
PEO and non-PEO NEO CAP was calculated as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
Grant Date Fair Value per SCT Total Pay |
|
|
|
Compensation Actually Paid |
|
|
F. Nicholas Grasberger III, CEO serving as the PEO |
|
|
|
|
|
|
|
|
|
$6,598,650 |
|
($4,374,308) |
|
$5,525,031 |
|
$7,749,373 |
|
|
|
|
|
|
|
$5,926,007 |
|
($3,938,251) |
|
($3,386,836) |
|
($1,399,081) |
|
|
|
|
|
|
|
$5,393,717 |
|
($3,920,447) |
|
$47,772 |
|
$1,521,043 |
|
|
|
|
|
|
|
$3,793,021 |
|
($2,173,365) |
|
$4,089,080 |
|
$5,708,736 |
|
|
Average of Other Non-PEO NEO’s |
|
|
|
|
|
|
|
|
|
$2,131,871 |
|
($915,230) |
|
$1,000,131 |
|
$2,216,771 |
|
|
|
|
|
|
|
$1,245,591 |
|
($630,208) |
|
($479,135) |
|
$136,248 |
|
|
|
|
|
|
|
$1,307,238 |
|
($612,034) |
|
$162,649 |
|
$857,853 |
|
|
|
|
|
|
|
$1,112,707 |
|
($472,960) |
|
$627,920 |
|
$1,267,667 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,131,871
|
1,245,591
|
1,307,238
|
1,112,707
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,216,771
|
136,248
|
857,853
|
1,267,667
|
Adjustment to Non-PEO NEO Compensation Footnote |
(3) |
PEO and non-PEO NEO CAP was calculated as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
Grant Date Fair Value per SCT Total Pay |
|
|
|
Compensation Actually Paid |
|
|
F. Nicholas Grasberger III, CEO serving as the PEO |
|
|
|
|
|
|
|
|
|
$6,598,650 |
|
($4,374,308) |
|
$5,525,031 |
|
$7,749,373 |
|
|
|
|
|
|
|
$5,926,007 |
|
($3,938,251) |
|
($3,386,836) |
|
($1,399,081) |
|
|
|
|
|
|
|
$5,393,717 |
|
($3,920,447) |
|
$47,772 |
|
$1,521,043 |
|
|
|
|
|
|
|
$3,793,021 |
|
($2,173,365) |
|
$4,089,080 |
|
$5,708,736 |
|
|
Average of Other Non-PEO NEO’s |
|
|
|
|
|
|
|
|
|
$2,131,871 |
|
($915,230) |
|
$1,000,131 |
|
$2,216,771 |
|
|
|
|
|
|
|
$1,245,591 |
|
($630,208) |
|
($479,135) |
|
$136,248 |
|
|
|
|
|
|
|
$1,307,238 |
|
($612,034) |
|
$162,649 |
|
$857,853 |
|
|
|
|
|
|
|
$1,112,707 |
|
($472,960) |
|
$627,920 |
|
$1,267,667 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
CAP and Cumulative TSR / Cumulative TSR of the Peer Group
|
|
|
|
Compensation Actually Paid vs. Net Income |
CAP and Company Net Income
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
For more information about BUC, please refer to the “AIP Performance Metrics and Payout” section in the CD&A.
|
|
|
|
Total Shareholder Return Vs Peer Group |
CAP and Cumulative TSR / Cumulative TSR of the Peer Group
|
|
|
|
Tabular List, Table |
Tabular List of Most Important Financial Performance Measures In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules), to our NEOs in 2023 to our performance were:
|
|
Tabular List of Most Important Financial Measures Used for Determining NEO Pay |
|
Business Unit Contribution – (“BUC”) |
|
Relative Total Stockholder Return – (“rTSR”) |
|
|
|
|
Total Shareholder Return Amount |
$ 39.11
|
27.34
|
72.62
|
78.14
|
Peer Group Total Shareholder Return Amount |
147.49
|
113.61
|
123.67
|
112.44
|
Net Income (Loss) |
$ (47,496,000)
|
$ (176,431,000)
|
$ 2,729,000
|
$ (21,975,000)
|
Company Selected Measure Amount |
91,608,000
|
57,946,000
|
41,858,000
|
35,177,000
|
PEO Name |
Mr. Grasberger
|
|
|
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Business Unit Contribution – (“BUC”)
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Relative Total Stockholder Return – (“rTSR”)
|
|
|
|
PEO | Grant Date Fair Value per SCT Total Pay [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (4,374,308)
|
$ (3,938,251)
|
$ (3,920,447)
|
$ (2,173,365)
|
PEO | SCT Total Pay [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
5,525,031
|
(3,386,836)
|
47,772
|
4,089,080
|
Non-PEO NEO | Grant Date Fair Value per SCT Total Pay [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(915,230)
|
(630,208)
|
(612,034)
|
(472,960)
|
Non-PEO NEO | SCT Total Pay [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 1,000,131
|
$ (479,135)
|
$ 162,649
|
$ 627,920
|