Corporate GovernanceApr 29, 2026, 04:55 PM
NVRI Files 10-K/A with Governance, Comp Details; 2023-25 PSUs Payout 200%
AI Summary
ENVIRI Corp (NVRI) filed a Form 10-K/A to amend its 2025 Annual Report, including previously omitted information for Items 10-14 of Part III, covering Directors, Executive Officers, Corporate Governance, and Executive Compensation. This amendment was necessary as a definitive proxy statement was not filed within 120 days. The filing details executive compensation for 2025, noting strong shareholder support and a 200% payout for Performance Share Units (PSUs) from the 2023-2025 performance period due to 84th percentile Total Stockholder Return. It also outlines executive transitions related to upcoming merger/separation transactions.
Key Highlights
- NVRI filed 10-K/A to include previously omitted Part III information (Items 10-14).
- 2023-2025 Long-Term Incentive Plan (LTIP) PSUs paid out at 200% of target.
- Total Stockholder Return (TSR) was at the 84th percentile vs. S&P 600 Industrials Index.
- 2025 Annual Incentive Plan (AIP) awards ranged from 56.6% to 100.80% of target.
- AIP financial metrics updated to Adjusted EBITDA and Adjusted Free Cash Flow.
- Shareholder advisory vote on executive compensation received approximately 94% support.
- CEO F. Nicholas Grasberger III to remain through merger/separation for transition.
- Russell C. Hochman appointed President & COO, to become New Enviri CEO post-transaction.
- Two directors filed late Form 4s for restricted stock units due to administrative error.