Enviri Details Executive Transitions and $28M+ Accelerated Equity Vesting Amid Clean Earth Divestiture

summarizeSummary

Enviri Corp filed an amended 10-K detailing significant executive compensation, including over $28 million in accelerated equity vesting for NEOs, and leadership transitions related to its Clean Earth divestiture.

check_boxKey Events

• Executive Leadership Transitions Detailed

  F. Nicholas Grasberger III (Chairman & CEO) will remain through the completion of the Clean Earth divestiture. Russell C. Hochman was appointed President & COO in November 2025 and will become CEO of 'New Enviri' upon closing of the transactions. Tom G. Vadaketh (SVP & CFO) will retire, and Jennifer O. Kozak (SVP & Chief Human Resources Officer) will depart following the transactions.

• Over $28 Million in Accelerated Equity Vesting for NEOs

  In December 2025, the company approved accelerated vesting of 2024 and 2025 Performance Share Units (PSUs) for Named Executive Officers (NEOs) at a 200% payout level. This included over $18 million in accelerated PSUs for CEO F. Nicholas Grasberger III, totaling over $28 million in stock awards realized on vesting for him in 2025. This action was taken to mitigate negative effects of the Clean Earth divestiture and merger agreement under Section 280G of the Code.

• Clawback Analysis Concludes No Recoupments Required

  Following a previously disclosed financial restatement related to pension errors, the company conducted a recovery analysis under its clawback policy. It concluded that no adjustments or recoupments of incentive-based compensation were required, as the restatement did not impact the financial reporting measures used for executive incentives.

• Auditor Change for 2025 Fiscal Year

  Deloitte & Touche LLP was appointed as the independent registered public accounting firm for the 2025 financial statements, replacing PricewaterhouseCoopers LLP. This information was included as part of the omitted Part III items.

auto_awesomeAnalysis

This 10-K/A filing provides critical details on executive compensation and leadership changes that were omitted from the original 10-K. The most significant event is the accelerated vesting of over $28 million in Performance Share Units (PSUs) for Named Executive Officers (NEOs), including over $18 million for the CEO, tied to the ongoing Clean Earth divestiture and merger agreement. This substantial payout, while performance-based, represents a significant cost and potential dilution. The clarity on executive transitions, including the CEO's role in the divestiture and the future CEO appointment, provides important context for the company's strategic direction. Investors should monitor the completion of the Clean Earth divestiture and the transition of leadership.