Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Enviri Corporation

Two Logan Square

100-120 North 18^th Street, 17^th Floor

Philadelphia, PA 19103

Two Logan Square

100-120 North 18^th Street, 17^th Floor

Philadelphia, PA 19103

Invitation to Attend 2024 Annual Meeting of Stockholders

Thursday, April 18, 2024

9:00 a.m., Eastern Time

Via Virtual Meeting Format

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Enviri Corporation (the “Company”). The Annual Meeting will again be held via 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. Stockholders and others will not be able to attend the Annual Meeting physically in person; however, stockholders that follow the instructions set forth on the virtual meeting hosting site will be able to ask questions.

Information about the business to be conducted at the Annual Meeting, including a listing and discussion of the various matters on which you will be asked to act, can be found in the attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to us, and I encourage you to vote your shares whether or not you plan to virtually attend the Annual Meeting. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Questions and Answers About the Company’s Annual Meeting.”

On behalf of my fellow members of the Board of Directors, I want to thank you in advance for voting and for your continued support of our Company.

Sincerely,

		F. Nicholas Grasberger III Chairman, President & Chief Executive Officer

March 8, 2024

Table of Contents

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:

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.

Proxy Summary

2024 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

This Proxy Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you may wish to consider prior to voting. Please review the complete Proxy Statement and the Company’s Annual Report on Form 10-K for additional information.

Proxy Summary

OUR DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following nine nominees for Director. Additional information regarding each Director nominee’s experience, skills and qualifications to serve as a member of the Company’s Board of Directors can be found in the section entitled “Nominees for Director.”

Governance Highlights

GOVERNANCE HIGHLIGHTS

Executive Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to provide competitive pay based on Company performance, attract, retain, and motivate our senior leaders, align the interests of executives with those of our stockholders, and drive long-term stockholder value. To achieve these objectives, our program includes the following key features:

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

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.

Proxy Statement

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.

If you do not instruct the Trustee how to vote your shares, the Trustee will vote them in the same proportion as those shares for which the Trustee did receive voting instructions.

Proxy Statement

Proposal No. 1: Election of Directors – nominees for the Board of Directors will be elected if more votes are cast in favor of a nominee then are cast against such nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Auditors – the affirmative vote of the holders of at least a majority of the shares present at the Annual Meeting, in person or by proxy, is required.

Proposal No. 3: Vote, on an Advisory Basis, to Approve the Compensation of the Company’s Named Executive Officers – the affirmative vote of the holders of at least a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote is required.

Proposal No. 4: Vote on Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan – the affirmative vote of the holders of at least a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote is required.

In certain circumstances, a stockholder will be considered to be present at the Annual Meeting for quorum purposes but will not be deemed to have cast a vote on each particular proposal. This occurs when a stockholder withholds a vote or abstains from voting on a proposal, or in the event of a broker non-vote. In accordance with Delaware law and our Restated Certificate of Incorporation and by-laws, broker non-votes will not be treated as votes cast with respect to the election of Directors (Proposal No. 1) and therefore will not affect the outcome of Director elections. With respect to the advisory vote to approve the compensation of our named executive officers (Proposal No. 3) and the vote on Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan (Proposal No. 4), abstentions will have the effect of negative votes, but broker non-votes will not have any effect. With respect to the ratification of our auditors (Proposal No. 2), abstentions will have the effect of negative votes.

If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.

Proxy Statement

The individuals appointed by the Board to serve as proxies for the Annual Meeting will vote your shares in accordance with the instructions you provide on your proxy card or through your Internet or telephonic vote. If you submit a proxy but do not indicate how your shares should be voted on a particular matter, your shares will be voted as follows:

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.

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.

The Board of Directors

General Oversight

The Board has general oversight responsibility for the Company’s affairs. Although the Board does not have responsibility for day-to-day management of the Company, Board members stay informed about the Company’s business through regular meetings, site visits and other periodic interactions with management. The Board is deeply involved in the strategic planning process for the Company and each of its business divisions. The Board also plays an important oversight role in the Company’s risk management, leadership development and succession planning processes.

Composition

The Board is currently comprised of nine Directors, eight of whom qualify as independent. There are no family relationships among any of the directors, or between any director and any of the Company’s executive officers. In accordance with the Board’s Corporate Governance Principles and applicable sections of the NYSE Listed Company Manual (the “NYSE Rules”), the independent Directors regularly meet in executive session. These meetings allow the independent Directors to discuss important issues, including the business and affairs of the Company as well as matters concerning management, without any member of management present. During the 2023 fiscal year, the independent Directors held five meetings.

Leadership Structure

The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified Director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate.

In 2018, the Board elected F. Nicholas Grasberger III, our President & CEO, as Chairman of the Board. In addition, the Board elected David C. Everitt as independent Lead Director of the Board. When the Board appointed Mr. Everitt as the Lead Director, the Board reviewed the Lead Director’s role and responsibilities to ensure responsible oversight, including taking into account feedback received from existing investors.

As Lead Director, Mr. Everitt has the following responsibilities, which are set forth in the Company’s Corporate Governance Principles:

Finally, the Board has established three standing committees to assist with its oversight responsibilities: (1) the Audit Committee; (2) the Management Development and Compensation Committee (the “MD&C Committee”); and (3) the Governance Committee. Each of the Audit Committee, MD&C Committee and Governance Committee is comprised entirely of independent Directors.

The Board of Directors

Board Role in Risk Oversight

Management is responsible for identifying, evaluating, managing and mitigating the Company’s exposure to risk. It is the Board’s responsibility to oversee the Company’s risk management process and to ensure that management is taking appropriate action to identify, manage and mitigate key risks. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to committees for further consideration and evaluation. The following table summarizes the role of the Board and each of its committees in overseeing risk:

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.

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.

The Board of Directors

The Board and the Governance Committee believe that the Company’s current Directors, as a group, reflect the diverse mix of skills, experiences, backgrounds and opinions necessary to foster an effective decision-making environment and promote the Company’s culture across the globe. Each of the Company’s current Directors has significant experience working in international environments (including Directors who have lived and worked outside the United States for significant portions of their careers), and Board member experiences cover a wide range of industries.

Service on Other Boards

The Company’s Corporate Governance Principles provide limitations and requirements for Directors’ service on other boards of directors. Independent Directors who are members of the Audit Committee may serve on audit committees of no more than three public companies, including the Board. Non-Executive Directors may serve on the boards of directors of no more than four public companies, including the Board. The Company’s Corporate Governance Principles provide for the Board to make an exception on a case-by-case basis; however, no exceptions have been made for existing Directors. The Governance Committee reviews annually each Director’s time commitments to other companies in determining whether each Director should be nominated to the Board at an upcoming Annual Meeting.

In addition, in the event a Director is invited to serve on another for-profit company’s board of directors, such Director must provide advance notice to the Chairman of the Board and the Chair of the Governance Committee, and the Board must approve the additional time commitment on such Director before the Director may accept the invitation. In considering such approval, the Board takes into consideration the extent to which a Director’s ability to adequately fulfill his or her responsibilities to the Company and the Board may be impaired by service on other boards or committees.

Proposal 1: Election of Directors

The first proposal to be voted on at the Annual Meeting is the election of nine Directors, each of whom has been recommended for election by the Board. If elected, the Directors will hold office until the next annual meeting of stockholders or until their successors are elected and qualified, subject to the Board’s resignation requirement (as described in more detail below).

The Board recommends that stockholders vote “FOR” the election of each of the following nominees:

As discussed above, under the Company’s Restated Certificate of Incorporation, in any uncontested election, each Director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. This is known as a “majority voting standard.” If any Director nominee fails to receive more “for” votes than votes “against” for his or her election, then such Director will be required by the Company’s by-laws to tender his or her resignation to the Board for consideration. The Governance Committee will then review the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days following certification of the election results. In the event the Board determines not to accept the Director’s resignation, the Board will also disclose the reasons such resignation was rejected. The Director who tendered his or her resignation will not participate in the Governance Committee’s recommendation or the Board’s decision. If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.

Proposal 1: Election of Directors

Nominees for Director

All of the following Directors have been recommended for election by the Governance Committee, and the Board has approved all such recommendations. Each of the following nominees for Director has accepted the nomination and has agreed to serve as a Director if elected by the Company’s stockholders.

The information set forth below states the name of each nominee for Director standing for re-election, his or her age (as of March 1, 2024), a listing of present and recent employment positions, the year in which he or she first became a Director of the Company, other directorships held, the nominee’s specific experience, qualifications, attributes or skills that qualify him or her to serve as a Director and the committees of the Board on which the individual serves.

Nominees for Election as Directors with Terms Expiring in 2025

James F. Earl

Proposal 1: Election of Directors

David C. Everitt

F. Nicholas Grasberger III

Proposal 1: Election of Directors

Carolann I. Haznedar

Timothy M. Laurion

Proposal 1: Election of Directors

Rebecca M. O’Mara

Edgar (Ed) M. Purvis, Jr.

Proposal 1: Election of Directors

John S. Quinn

Phillip C. Widman

Meetings and Committees of the Board

Meetings of the Board and Director Attendance at Annual Meeting

The Board held six meetings during the fiscal year ended December 31, 2023. Each Director attended at least 75% of the aggregate number of Board and applicable committee meetings held during 2023.

It is our policy to request that all Board members attend annual stockholder meetings. However, we also recognize that personal attendance by all Directors is not always possible. All Directors that served on the Board at the time of the Annual Meeting of Stockholders in 2023 virtually attended the Annual Meeting of Stockholders in 2023.

Committees of the Board

The Board has established standing Audit, Management Development and Compensation, and Governance committees. Membership in each of these committees, as of March 1, 2024, is shown in the following chart:

All Directors listed above, including committee chairs, served on the respective committees listed above for the entire 2023 fiscal year, except as follows:

Meetings and Committees of the Board

The table below identifies the number of meetings held by each committee in 2023, provides a brief description of the duties and responsibilities of each committee, and provides general information regarding the location of each committee’s charter:

Meetings and Committees of the Board

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 18^th Street, 17^th 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

Corporate Governance

from a pool that includes diverse candidates, including women and minority candidates. Beyond those specific parameters, the Governance Committee has not adopted formal selection procedures, but instead utilizes general guidelines that allow it to adjust the selection process to best satisfy the objectives established for any Director search. The Governance Committee considers Director candidates recommended by any reasonable source, including current Directors, management and stockholders. In the case of Mr. Laurion and Ms. O’Mara, the Governance Committee engaged a search firm to identify potential Director candidates.

Pursuant to its charter, the Governance Committee has the authority to retain search firms to assist it in identifying candidates to serve as Directors and to approve the fees and other retention terms of any such firms. The Governance Committee evaluates all Director candidates in the same manner, regardless of the source of the recommendation of such Director candidate.

The Governance Committee will consider recommendations for Director candidates from stockholders if such recommendations are submitted in writing to:

Corporate Secretary

Enviri Corporation

Two Logan Square

100-120 North 18^th Street

17^th Floor

Philadelphia, PA 19103

Any such written recommendation from stockholders must set forth the following information:

Corporate Governance

On October 19, 2022, in connection with the effectiveness of new SEC rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law, and a periodic review of the by-laws by the Company, the Board of Directors adopted amended and restated by-laws. Among other things, the amendments effected enhanced procedural mechanics and disclosure requirements in connection with stockholder nominations of directors, including requiring additional disclosures, addressing matters relating to Rule 14a-19 under the Exchange Act, and requiring that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee within 10 days following the date of any reasonable request by the Board or any Board committee. The Governance Committee believes that these procedural requirements are intended solely to ensure that it has a sufficient basis on which to assess potential Director candidates and are not intended to discourage or interfere with appropriate stockholder nominations. The Governance Committee does not believe that any such requirements subject any stockholder or proposed nominee to any unreasonable burden.

The Governance Committee and the Board reserve the right to change the above procedural requirements from time to time and/or to waive some or all of the foregoing requirements with respect to certain nominees, but any such waiver shall not preclude the Governance Committee from insisting upon compliance with any and all of the above requirements by any other recommending stockholder or proposed nominees.

Non-Employee Director Compensation

The general policy of our Board is that compensation for non-employee Directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Governance Committee annually reviews market data regarding comparable director compensation programs. This data is prepared by management and the independent compensation consultant utilizing several broad board compensation studies completed within one year of the Governance Committee’s review.

The compensation structure for non-employee Directors for 2023 was as follows:

In addition to the above-listed compensation, Directors are reimbursed for reasonable travel expenses related to attendance at Board or committee meetings.

Our Board has instituted a stockholding requirement for Board members equal to five times the annual retainer. Board members have five years from the date they join the Board to comply with this requirement. Vested and unvested RSUs, as well as phantom shares acquired through deferral of Director fees (as described below), are included for purposes of determining compliance with Director stockholding requirements. On December 31, 2023, all of our non-employee Directors who had served for at least five years were in compliance with Director stockholding requirements.

Beginning in 2016, RSUs are granted under the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (the “Director Plan”). Each RSU under the Director Plan vests at the close of business on the earlier of (i) the first anniversary of the grant date or (ii) the annual meeting of stockholders in the year immediately following the year of grant, subject to accelerated vesting in full if service as a Director terminates due to death, disability or under a mandatory retirement policy, and subject to pro rata vesting in the event of termination of service in other circumstances. Each RSU will be settled by issuance of a share of our common stock. Dividend equivalents on the RSUs are not paid prior to vesting, but are settled thereafter.

Non-Employee Director Compensation

The Deferred Compensation Plan for Non-Employee Directors allows each non-employee Director to defer all or a portion of his or her Director compensation, including RSU grant, until some future date selected by the Director. Pursuant to the Director’s election, the accumulated deferred compensation is held in either an interest-bearing account or a Company phantom share account. The interest-bearing deferred account accumulates notional interest on the account balance at a rate equal to the five-year United States Treasury Note yield rate in effect from time to time. Contributions to the phantom share account are recorded as notional shares of the Company’s Common Stock. Deferred amounts are credited to the Director’s account quarterly on the 15th of February, May, August and November. The number of phantom shares recorded is equal to the number of shares of Common Stock that the deferred compensation would have purchased at the market price of the stock on the day the account is credited. Dividend equivalents are earned on the phantom shares and are credited to the account as additional phantom shares. All phantom shares are non-voting and payments out of the account are made solely in cash, based upon the market price of the Common Stock on the date of payment selected by the Director. Under certain circumstances, the accounts may be paid out early upon termination of directorship following a change in control.

Directors who are actively employed by us receive no additional compensation for serving as Directors, and we do not pay consulting or professional service fees to Directors.

2023 Director Compensation

The table below details the compensation earned by our non-employee Directors for 2023:

As of December 31, 2023, non-employee Directors held the following RSUs and deferred equity awards: Mr. Earl, 13,426; Mr. Everitt, 74,094; Ms. Haznedar, 51,555; Mr. Laurion, 13,426; Ms. O’Mara, 13,575; Mr. Purvis, 13,426; Mr. Quinn 29,350; and Mr. Widman, 24,637.

Share Ownership of Directors, Management

and Certain Beneficial Owners

The following table sets forth information with respect to the beneficial ownership of our outstanding voting securities, stock options and other stock equivalents by: (1) our Chairman, President & CEO, our CFO, and the other three current executive officers named in the 2023 Summary Compensation Table, whom we refer to collectively as our NEOs; (2) each Director and Director candidate; (3) all current Directors and executive officers as a group; and (4) certain beneficial owners of more than 5% of our Common Stock. All of our outstanding voting securities are Common Stock.

Beneficial ownership information in the table is as of February 23, 2024, except the number of shares beneficially owned by beneficial owners of more than 5% of the Common Stock which is as of the dates stated in footnotes (3), (4), (5) and (6) to the table (percentages are calculated assuming continued beneficial ownership at February 23, 2024).

Share Ownership of Directors, Management and Certain Beneficial Owners

Except as otherwise stated, each individual or entity has sole voting and investment power over the shares set forth opposite his, her or its name. Other than Mr. Grasberger, none of the Directors, Director candidates or executive officers individually beneficially owned more than 1% of our Common Stock.

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

Fees Billed by the Independent Auditors

for Audit and Non-Audit Services

The following table sets forth the amount of audit fees, audit-related fees, tax fees and all other fees billed or expected to be billed by PricewaterhouseCoopers LLP, our principal auditor for the years ended December 31, 2023 and December 31, 2022.

The Audit Committee has considered the possible effect of non-audit services on the auditors’ independence and pre-approved the type of non-audit services that were rendered. The Audit Committee has adopted a policy authorizing the pre-approval of certain audit, non-audit and tax services (and related fees) to be provided by the independent auditors. The services to be provided are to be reviewed with the Audit Committee and approval is given for a specific dollar amount and for a period of not greater than 12 months. Services that are not pre-approved in this manner must be pre-approved on a case-by-case basis throughout the year. Additionally, if the pre-approved fee is exceeded, the Audit Committee must be advised of such overruns. In making its decision regarding the approval of services, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the independent auditor is best positioned to provide such services and whether the services might enhance the Company’s ability to manage or control risk or improve audit quality. No services were provided during the last two fiscal years pursuant to the de minimis safe harbor exception from the pre-approval requirements.

All of the fees included in the table above were pre-approved by the Audit Committee.

Proposal 2: Ratification of Appointment of Independent Auditors

The Audit Committee has appointed PricewaterhouseCoopers LLP as independent auditors to audit our financial statements for the fiscal year ending December 31, 2024. Although not required to do so, the Board has determined to submit the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors to stockholders for ratification as a matter of good corporate governance. In the absence of contrary direction from stockholders, all proxies that are submitted will be voted in favor of the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors.

If this proposal is not ratified by at least a majority of the shares of our outstanding common stock present in person or by proxy and entitled to vote on matters at the Annual Meeting, the appointment of the independent auditors will be reevaluated by the Audit Committee. Due to the difficulty and expense of making any substitution of auditors, it is unlikely that their appointment for the audit of the financial statements for the fiscal year ending December 31, 2024 would be changed. However, the Audit Committee may review whether to seek new independent auditors for the fiscal year ending December 31, 2025.

A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting, with the opportunity to make a statement and answer questions of stockholders.

Required Vote: The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors will be approved if it receives the approval of at least a majority of the shares represented at the Annual Meeting.

		The Board recommends that stockholders vote “FOR” the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.

Compensation Discussion & Analysis

INTRODUCTION

In this Compensation Discussion & Analysis (“CD&A”), we review the objectives and elements of Enviri’s executive compensation program and discuss the 2023 compensation earned by our NEOs. Pursuant to the disclosure requirements contained in the SEC rules, our NEOs for fiscal 2023, consisting of five current NEOs and two former executives, are listed below.

EXECUTIVE SUMMARY

Enviri Today

After several years of targeted organic investments and strategic mergers and acquisitions, Enviri is an organization with more than 150 operating sites around the world. With a streamlined portfolio of businesses and mitigated business cyclicality, Enviri is pursuing innovation initiatives that are focused on decarbonization, energy efficiency and enhanced resource recovery technologies to deliver the highest quality environmental management. The Company’s key focus is to capitalize on the operational and financial efficiencies at Harsco Environmental and in Clean Earth to drive strong cash flow and create long-term stockholder value.

Our Leadership

Enviri is led by a strong and dedicated senior management team. Their broad executive leadership experience exemplifies Enviri’s global outlook and commitment to diversified activities. This Compensation Discussion & Analysis (“CD&A”), reviews the objectives and elements of Enviri’s executive compensation program and discusses the 2023 compensation earned by our NEOs listed below:

Our NEO list also includes the following individuals who are no longer employed by the Company:

Compensation Discussion & Analysis

Our 2023 Business Overview

In 2023, Enviri delivered strong results, with Harsco Environmental (“HE”) and Clean Earth (“CE”) realizing meaningful year-on-year earnings growth driven by solid execution across the Company. Our adjusted EBITDA margin was the highest since 2019, reflecting strong operational and cost performance, successful improvement and growth initiatives, and the continued recognition of our value-proposition by customers. We also made further progress on our ongoing objective to reduce leverage, supported by healthy cash flow generated by Harsco Environmental and Clean Earth. Following is a summary of our key business priorities and our notable achievements for the fiscal year:

		Key Business Priorities
		•  Achieve strong financial results while strengthening free cash flow generation.   •  Significantly improve capital structure.   •  Further expand our capabilities to provide sustainable environmental solutions to our customers.   •  Launch Enviri Values and continue to advance ESG initiatives.
		Notable Financial & Operational Achievements
		•  Generated revenues of $2.1 billion, a 10% increase compared with the prior year.   •  Increased free cash flow from the Company’s two operating segments by 223% percent compared with 2022.   •  Increased operating income of $111.0 million compared to operating loss of ($57.3) million in 2022.   •  Implemented our new Belonging Program, demonstrating our organization-wide commitment to fostering a diverse, collaborative, and inclusive workplace.   •  Enviri’s total recordable incident rate (“TRIR”) was 0.81 because of our strong commitment to foster our visible safety culture.
		Key Business Priorities
		•  Achieve strong increases in revenues and earnings.   •  Increase proportion of mill services that provide environmental benefits to steel customers.   •  Grow ecoproducts™ businesses.
		Notable Financial & Operational Achievements
		•  Increased revenues to $1.14 billion, representing an increase of 7.5% compared with 2022.   •  Brought to market Magsort, a new crushing technology enabling enhanced metal recovery.   •  Increased ecoproducts™ sales (the re-use of byproducts or waste) by 11%.   •  Finalized approximately 22 renewals and new growth contracts with estimated revenues of about $500 million over the life of these contracts, while adhering to strict contract underwriting practices.
		Key Business Priorities
		•  Achieve strong increases in revenues and earnings.   •  Advance key technology initiatives and partnerships for the treatment of per-and polyfluoralkyl substances (“PFAS”), positioning the Company to benefit as related spending accelerates.   •  Build out operating systems to integrate the business into a single network.   •  Add treatment capabilities at existing transfer, storage, and disposal facilities.
		Notable Financial & Operational Achievements
		•  Increased revenues to $928 million, representing an increase of 12% compared with 2022.   •  Processed over 691 million pounds of hazardous and nonhazardous waste, 3.4 million tons of contaminated soil, and 700 million pounds of materials recycled or reused.   •  Introduced ReSolve, a new program focusing on PFAS remediation and management.   •  Completed numerous continuous improvement projects that materially enhanced and streamlined core operating, billing and logistics systems.   •  Diverted waste from landfills and incinerators by recycling or beneficially re-using more than 90% of processed material.

Compensation Discussion & Analysis

Advancing our ESG Initiatives

The Company’s mission is to be a global leader in environmental solutions. In 2023, our ESG initiatives continued to further our mission and position us as an ESG leader.

		Our Values guide our employees’ behaviors and decisions. Our Code of Conduct equips every Enviri employee with the tools, training, and guidance to do the right things the right way.
		In 2023, Clean Earth materially improved its TRIR results and Harsco Environmental also continued to deliver best in class TRIR results. We attribute these safety outcomes to our Visible Felt Leadership program — a leadership model that drives senior management to demonstrate visible and genuine caring and concern for the overall well-being of our employees.
		Our global Belonging and Inclusion Council, co-chaired by our CEO and CHRO, expanded to include 16 cross-functional leaders from our business units. Our Council’s goals include continuing to foster a workplace culture where our people are treated fairly and with respect, feel valued, are fully involved, and have a strong sense of belonging. We recognize and celebrate that every individual has a unique contribution to make. In 2023, we signed the PwC CEO Call to Action demonstrating our commitment to diversity, inclusion and fostering belonging.
		Enviri Women, our employee resource group that promotes the advancement of women across all Enviri through personal and professional development, mentorship, and empowerment, continued its efforts. This year, this program expanded to over 11 chapters inclusive of LATAM, China, South Africa, several chapters in Europe as well as India and the US. In addition, Enviri Women sponsored a mentorship program which successfully paired mentees with seasoned mentors.
		We established our second employee resource group, called VetNet. VetNet’s purpose is to create a community that embraces active-duty service members, veterans, and others who support our veterans.
		With Philadelphia being our new home, we launched Thrive—our new philanthropic program designed to help improve lives within the Greater-Philadelphia community.

Rail Divestiture

The Rail business unit is classified and reported as discontinued operations in the Company’s audited consolidated financial statements for the year ended December 31, 2023. Rail is a non-core business with a unique asset base and a positive long-term outlook, and the Company remains committed to selling this business on a disciplined basis.

Our 2023 Compensation Highlights

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.

Compensation Discussion & Analysis

Discussion of Chief Executive Officer Pay

We believe our executive compensation program strikes an appropriate balance between our ability to attract, motivate, develop, and retain highly qualified leaders and help to ensure our executives’ interests are parallel with the long-term interests of our stockholders.

The MD&C Committee looks at CEO compensation through various lenses to ensure that it is setting appropriate and competitive total target compensation opportunities and approving actual compensation outcomes that are aligned with actual performance results and stockholder expectations.

Target vs. Realized Pay

The CEO’s total compensation package is initially targeted at or near the median (50^th percentile) of market data for executives in similar positions. An emphasis is placed on variable pay at risk, which enables the compensation structure to deliver pay above or below target depending on performance. Total target compensation opportunities are set by the MD&C Committee at the beginning of each performance period and are intended to be forward looking. A significant portion of executive pay is delivered in the form of long-term incentives with strong alignment to the stock price returns with our stockholder experience.

Realized Pay

As a large majority of pay opportunity represents potential pay that could be realized in future years, we also reviewed the CEO’s realized pay for each full year. In short, realized pay is comprised of actual pay earned including base salary and AIP payouts plus the value of vested/exercised equity awards during the period. While Mr. Grasberger’s pay opportunity is established to be competitive with median market levels, his realized pay varies (as noted above) based on Enviri’s actual stock price performance, equity vesting and incentive payouts.

Compensation Discussion & Analysis

Evaluating realized pay provides the MD&C Committee with an additional measure to assess the robustness of our pay for performance. Realized pay demonstrates the positive correlation between larger cash and equity payouts in years of strong performance and lower cash and equity payouts in years of weak performance. In the illustration below, total realized pay consisted of the following:

Realized Pay as a Percent of Pay Opportunity

As shown in the chart below, Mr. Grasberger’s realized pay in 2021, 2022 and 2023 was lower than his total target compensation, demonstrating the “at-risk” nature of a substantial portion of his pay. It also shows that his realized pay has declined commensurate with the Company’s TSR, demonstrating alignment with stockholder experience and the MD&C Committee’s commitment to pay-for-performance.

As shown below, Mr. Grasberger’s total realized pay for 2021 to 2023 was 41% of the target pay opportunity granted over the same time period due to mixed results of actual AIP payments, no PSU payouts for the past three years, no SARs exercised, and standard RSUs vesting.

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.

Compensation Discussion & Analysis

Program Governance Highlights

We strive to maintain a program that is consistent with market best practices, supportive of our business structure, and aligned with our stockholders’ expectations. The table below presents our compensation governance practices and policies:

Discussion and Analysis of 2023 Compensation

Compensation Guiding Principles

The Company has a set of principles that guide our compensation program design with the core assumption that executive compensation is a highly effective business tool when designed, communicated and administered properly. The principles listed below strongly influenced our executive compensation decisions for 2023.

Talent Management Strategy

Integral with our guiding principles is our talent management strategy, developed by management, and supported by the MD&C Committee and the Board. Delivering our strategic goals and driving positive stockholder return requires a strong focus on attracting and retaining a talented senior management team.

Annually, the Enviri talent review is performed to assess the critical organizational capabilities required to execute the Company’s strategy, executive team performance, succession depth, and retention risk across all critical executive leadership positions. Feedback is sought from both the MD&C Committee and the Board. In addition, Board members are involved in the selection process for our NEOs.

Discussion and Analysis of 2023 Compensation

Overview of 2023 Compensation Decisions and Actions

Applying our principles and stated compensation practices, the MD&C Committee reviewed each NEO’s compensation package individually with the objective of supporting our business strategies, ensuring market competitiveness, providing incentives to motivate and retain our key executives, and underpinning our succession planning process.

Elements of 2023 NEO Compensation Program

The key elements of our 2023 NEO compensation program are described in the following table:

Target Total Compensation Mix

As reflected in the following charts, the MD&C Committee approved a significant amount of each NEO’s target total compensation opportunity in the form of variable (AIP plus LTIP Targets), rather than fixed, compensation for 2023. The chart below computes each compensation component at target as a percentage of the CEO and all other NEOs target total compensation, excluding retirement benefits and post-employment payments.

Discussion and Analysis of 2023 Compensation

Compensation Decision-Making Framework

General Process

Executive compensation decisions are the product of several factors, in each case subject to modification by the MD&C Committee as it may deem necessary at its discretion and are also dependent upon whether the decisions are made in the normal pay setting cycle or under special circumstances for a newly appointed or hired executive. For 2023, the predominant factors influencing pay determinations for our NEOs included:

Roles

MD&C Committee

All members of the MD&C Committee are independent Directors, enabling them to be objective representatives for our stockholders. The MD&C Committee oversaw the design and development of our 2023 NEO compensation program and determined our CEO’s compensation consistent with the overall objectives of the program. In addition, the MD&C Committee approved all incentive compensation plans and approved or revised recommendations made by the Chairman, President & CEO for compensation decisions affecting any of the other NEOs.

Chairman, President & CEO

Our Chairman, President & CEO, assisted by our Human Resources department, administered the executive compensation program as delegated by the MD&C Committee. Mr. Grasberger met with the MD&C Committee and, in collaboration with the independent compensation consultant, made recommendations related to the overall structure of our NEO compensation program, set and evaluated 2023 AIP metrics, including the non-financial measures, and made specific recommendations regarding the form and amount of compensation opportunities for the other NEOs.

Final decisions regarding NEO compensation are always made by the MD&C Committee, and the Chairman, President & CEO does not play any role with respect to his own compensation.

Independent Compensation Consultant

Our MD&C Committee has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. At least annually, the MD&C Committee formally conducts an evaluation as to the effectiveness of the independent compensation consultant and periodically runs a request for proposal process to ensure the independent compensation consultant is meeting its needs. For 2023, our MD&C Committee retained the services of Pearl Meyer & Partners, LLP (“Pearl Meyer” or “Compensation Consultant”). The following services were provided:

Discussion and Analysis of 2023 Compensation

At the MD&C Committee’s direction during 2023, management provided all MD&C Committee materials to Pearl Meyer and discussed such materials and any related recommendations in advance of each MD&C Committee meeting. Pearl Meyer considered and discussed the information with the MD&C Committee chairperson, specifically identifying any issues or concerns. The MD&C Committee considered Pearl Meyer’s input as part of its decision-making process.

Independence Assessment: No Conflicts of Interest

The MD&C Committee assessed the independence of Pearl Meyer in 2023, as required under NYSE listing rules. The MD&C Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to the Compensation Consultant described above. Based on this review, we are not aware of any conflict of interest raised by the work performed by Pearl Meyer that would prevent it from serving as an independent consultant to the MD&C Committee.

Management Consultants

Our human resources department retained Willis Towers Watson (“WTW”) during 2023 to provide additional executive compensation support. Our human resources department also used various survey data compiled by WTW to provide information to the MD&C Committee as part of its decision-making processes.

In 2023, WTW also provided pension plan-related and other similar advice to our human resources and finance departments as well as measurement support for various casualty exposures. The decision to engage WTW for these non-compensation related services was made by management.

Discussion and Analysis of 2023 Compensation

How We Used Market Data for 2023 Pay Decisions

Our first step in establishing pay levels for each of our NEOs is to target compensation initially at or near the median (50^th percentile) of market data for executives in similar positions. In reviewing compensation of our NEOs and setting compensation for 2023, the MD&C Committee consulted with Pearl Meyer in late 2022 and referenced two sources of market data when making decisions: survey data and peer group data. As we are a diversified services company, no other company perfectly matches our profile, and we believe our most direct competitors for executive talent are not necessarily limited to companies within our peer group. Below are details concerning survey and peer group data.

Discussion and Analysis of 2023 Compensation

Compensation Peer Group

Each year, we review our compensation peer group to ensure our compensation is being benchmarked to comparable companies considering industry, financial, and operational similarities. The following selection criteria, among other factors, was used in the development of the compensation peer group:

Compensation Peer Group
		Diversified industrial organizations including, at a minimum, companies in these primary industries: Environmental & Facilities Services and related companies as well Industrial Machinery, Specialty Chemical, Construction Machinery and Heavy Trucks and Metals & Minerals;
		Global (multi-national) footprint, number of employees, operating in many individual locations with approximately 30% or more of total revenues deriving from outside the United States;
		Asset/capital intensive nature and/or long-term contract service providers; and
		Sized to be approximately one half to 2.5 times our size as measured by revenues basis as well as other financial measures such as enterprise value, market capitalization, price to sales, operating income, and net income.   •  Upon approval of the compensation peer group on September 30, 2022, Enviri’s total revenue was at the 47th percentile.   •  As of September 30, 2023, Enviri’s revenue was at the 54th percentile of the compensation peer group.

Ensuring our compensation peer group is aligned with our business objectives is an ongoing priority. Enviri reviewed the compensation peer group during June 2022. At that time, and consistent with the parameters of our selection criteria described above, the Company’s revenue was within a reasonable range. As such, and considering the Rail divestiture had not occurred, the MD&C Committee approved the recommendation of Enviri management and Pearl Meyer that no changes were necessary to the peer group for purposes of setting compensation levels for 2023.

Although there are other companies that compete with Enviri’s various business segments, some were not included in the compensation peer set due to their differences in size and scope as compared to Enviri. Companies included in the 2023 compensation peer group were companies that had one or more business aspects that corresponded with one or more of the main aspects of our business. The following companies comprise the 2023 compensation peer group (“Compensation Peer Group”).

Discussion and Analysis of 2023 Compensation

Initial Benchmarking

In reviewing base salaries, target total cash compensation, and target total compensation for 2023, the MD&C Committee initially targeted each NEO’s compensation opportunity at or near the 50^th percentile of both the Compensation Peer Group data and survey data. The MD&C Committee believes NEOs should not be compensated at either the high or low end of compensation as compared to the market, but rather should receive a reasonable level of compensation based on both the Company’s overall performance and their individual performance. The MD&C Committee then sets final compensation amounts either above or below the initial benchmarks, specifically taking into account:

While past performance is considered by the MD&C Committee in setting current year target compensation opportunities, the effect of current performance is much more significant in determining the level at which those compensation opportunities are earned and paid. Our program provides each NEO an opportunity to earn a competitive level of compensation each year if we achieve our pre-established objectives, with an opportunity to earn greater amounts by helping us exceed those targets or lesser amounts when performance falls short of targets.

Impact of NEO Individual Performance on 2023 Compensation

The compensation structure for the Chairman, President & CEO is designed to deliver approximately 18% of the annual compensation opportunity in the form of base salary (fixed compensation) and the remaining 82% in the form of variable compensation (target annual incentive compensation and target long-term equity-based compensation). The actual compensation amount realized by the CEO may vary from this target based upon performance evaluated under the terms of our variable compensation plans (For further details, please refer to the Discussion of the Chief Executive Officer Pay section above).

Once per year, the MD&C Committee completes an evaluation with respect to the Company’s goals and objectives and makes a report to the Board. Based upon this assessment, the CEO’s compensation was set for the 2023 fiscal year, including base salary, annual incentive target, long-term equity-based compensation, perquisites, and other benefits. When evaluating the total level of CEO compensation for the 2023 fiscal year, the MD&C Committee considered the following information:

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:

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 1^st, 2023 and October 16^th, 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

Discussion and Analysis of 2023 Compensation

received merit increases of 4%, which were consistent with the overall timing and budget for all merit-based salary increases for Enviri employees in the United States. Mr. Hochman’s increase was merit-based and further adjusted to bring his salary to a more competitive market level for his experience and role. Since Mr. Vadaketh was recently appointed to his role, no merit adjustment was made.

The table below reflects the base salaries approved by the MD&C Committee:

2023 AIP Awards

The NEOs were eligible to participate in the 2023 AIP Program, which provides the opportunity to earn a performance-based cash incentive based on the achievement of near-term financial goals and specific strategic and ESG goals. The MD&C Committee is given discretion to reduce (but not increase) the final payout amounts for the NEOs.