0001193125-24-063615 | DEF 14A | XBRL Viewer

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

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.

($’s in Thousands)


Year (1)	Summary Compensation Table Total for PEO (2)	Compensation Actually Paid to PEO (3)	Average Summary Compensation Total for Non-PEO NEOs (2)	Average Compensation Actually Paid to Non-PEO NEOs (3)	Value of Initial Fixed $100 Investment based on:		Net Income (6)	Business Unit Contribution (“BUC”) (7)
					Company TSR (4)	Peer Group TSR (5)

2023	$6,599	$7,749	$2,132	$2,217	$39.11	$147.49	($47,496)	$91,608

2022	$5,926	($1,399)	$1,246	$136	$27.34	$113.61	($176,431)	$57,946

2021	$5,394	$1,521	$1,307	$858	$72.62	$123.67	$2,729	$41,858

2020	$3,793	$5,709	$1,113	$1,268	$78.14	$112.44	($21,975)	$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:



Year	Summary Compensation Table Total	Less: Grant Date Fair Value per SCT Total Pay	Additions To : SCT Total Pay (a)	Compensation Actually Paid

F. Nicholas Grasberger III, CEO serving as the PEO

2023	$6,598,650	($4,374,308)	$5,525,031	$7,749,373

2022	$5,926,007	($3,938,251)	($3,386,836)	($1,399,081)

2021	$5,393,717	($3,920,447)	$47,772	$1,521,043

2020	$3,793,021	($2,173,365)	$4,089,080	$5,708,736

Average of Other Non-PEO NEO’s

2023	$2,131,871	($915,230)	$1,000,131	$2,216,771

2022	$1,245,591	($630,208)	($479,135)	$136,248

2021	$1,307,238	($612,034)	$162,649	$857,853

2020	$1,112,707	($472,960)	$627,920	$1,267,667

(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



Performance Share Units

Measurement Dates	12/31/2019		12/31/2020		12/31/2021			12/31/2022		12/31/2023	At Vesting

Award Grant Date	Fair Value Price	Stock Price @ Valuation Date	Fair Value Price	Stock Price @ Valuation Date	Fair Value Price	Stock Price @ Valuation Date	Fair Value Price	Stock Price @ Valuation Date	Fair Value Price	Stock Price @ Valuation Date	Vesting Date	Stock Price (i)

3/2/2018	$35.24	$23.01									12/31/2020	$17.98

7/30/2018	$35.24	$23.01									12/31/2020	$17.98

3/6/2019	$25.78	$23.01	$15.71	$17.98							12/31/2021	$16.71

3/10/2020			$20.69	$17.98	$6.48	$16.71					12/31/2022	$6.29

10/19/2020			$20.69	$17.98	$6.48	$16.71					12/31/2022	$6.29

3/1/2021					$19.52	$16.71	$1.26	$6.29			12/31/2023	$9.00

3/4/2022							$3.58	$6.29	$1.89	$9.00

3/7/2023									$13.12	$9.00

5/9/2023									$13.12	$9.00



Stock Appreciation Rights

Grant Date (ii)	Measurement Date	Stock Price At Measurement Date	Strike Price	Risk Free Rate	Volatility	Expected Life	Black Scholes Fair Value

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

Grant Date (ii)	Measurement Date	Stock Price At Measurement Date	Strike Price	Risk Free Rate	Volatility	Expected Life	Black Scholes Fair Value

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)

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:



Year	Summary Compensation Table Total	Less: Grant Date Fair Value per SCT Total Pay	Additions To : SCT Total Pay (a)	Compensation Actually Paid

F. Nicholas Grasberger III, CEO serving as the PEO

2023	$6,598,650	($4,374,308)	$5,525,031	$7,749,373

2022	$5,926,007	($3,938,251)	($3,386,836)	($1,399,081)

2021	$5,393,717	($3,920,447)	$47,772	$1,521,043

2020	$3,793,021	($2,173,365)	$4,089,080	$5,708,736

Average of Other Non-PEO NEO’s

2023	$2,131,871	($915,230)	$1,000,131	$2,216,771

2022	$1,245,591	($630,208)	($479,135)	$136,248

2021	$1,307,238	($612,034)	$162,649	$857,853

2020	$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:



Year	Summary Compensation Table Total	Less: Grant Date Fair Value per SCT Total Pay	Additions To : SCT Total Pay (a)	Compensation Actually Paid

F. Nicholas Grasberger III, CEO serving as the PEO

2023	$6,598,650	($4,374,308)	$5,525,031	$7,749,373

2022	$5,926,007	($3,938,251)	($3,386,836)	($1,399,081)

2021	$5,393,717	($3,920,447)	$47,772	$1,521,043

2020	$3,793,021	($2,173,365)	$4,089,080	$5,708,736

Average of Other Non-PEO NEO’s

2023	$2,131,871	($915,230)	$1,000,131	$2,216,771

2022	$1,245,591	($630,208)	($479,135)	$136,248

2021	$1,307,238	($612,034)	$162,649	$857,853

2020	$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

CAP and BUC

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

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	ENVIRI CORPORATION
Entity Central Index Key	0000045876

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