Enviri Corporation
12/18/2025 | Press release | Distributed by Public on 12/18/2025 11:37
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment Of Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on November 20, 2025, Enviri Corporation (the "Corporation"), entered into definitive agreements with Veolia Environnement S.A., a French société anonyme ("Buyer"), for the sale of the Corporation's "Clean Earth" business, including (a) an Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement"), by and among the Corporation, CLEH, Inc., a newly formed Delaware corporation and a direct wholly owned subsidiary of the Corporation ("CLEH"), Enviri LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CLEH, Buyer, and Liberty Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Buyer, and (b) a Separation Agreement, dated as of November 20, 2025 (the "Separation Agreement"), by and among the Corporation, CLEH, Buyer, and Enviri II Corporation, a newly formed Delaware corporation and direct wholly owned subsidiary of the Corporation.
In connection with the transactions contemplated by the Merger Agreement and the Separation Agreement (collectively, the "Transactions"), certain employees of the Corporation, including its named executive officers (the "NEOs"), may become entitled to payments and benefits that may be treated as "excess parachute payments" within the meaning of Section 280G ("Section 280G") of the Internal Revenue Code of 1986, as amended (the "Code").
On December 15, 2025, to mitigate the potential negative tax consequences of Section 280G and Section 4999 of the Code on the Corporation and the NEOs, the Management Development and Compensation Committee (the "Committee") of the Corporation's Board of Directors approved accelerated vesting and settlement (the "Acceleration") of certain performance share units ("PSUs") issued to certain employees of the Corporation, including the NEOs, in fiscal year 2024 and fiscal year 2025 (the "2024 PSUs" and "2025 PSUs", respectively) that would otherwise have been eligible to vest and settle in fiscal year 2027 and fiscal year 2028, respectively. Specifically, the Committee approved the following accelerated vesting and settlement of PSUs held by the NEOs, effective as of December 17, 2025:
•For F. Nicholas Grasberger III, a total of 432,920 of his 2024 PSUs and 630,766 of his 2025 PSUs.
•For Tom G. Vadaketh, a total of 127,034 of his 2024 PSUs.
•For Russell C. Hochman, a total of 70,682 of his 2024 PSUs.
•For Jeffrey A. Beswick, a total of 50,204 of his 2024 PSUs and 86,020 of his 2025 PSUs.
•For Jennifer O. Kozak, a total of 43,334 of her 2024 PSUs and 60,992 of her 2025 PSUs.
Had the vesting and settlement of these awards not been accelerated at this time, the vesting and settlement of the 2024 PSUs and the 2025 PSUs would have occurred shortly prior to the consummation of the Transactions under the terms of the Merger Agreement.
The Committee conditioned the Acceleration on each NEO's execution of an Acceleration and Recoupment Agreement (a "Clawback Agreement"). Each Clawback Agreement provides the following protections to the Corporation in exchange for the Acceleration:
•If the Merger Agreement is terminated in accordance with its terms without the transactions being consummated, the NEO will be required to repay to the Corporation or its successor a "recoupment amount" equal to the excess of the fair market value of the number of shares of the Corporation's common stock ("Shares") subject to the accelerated PSUs over the fair market value of the Shares subject to the number of the PSUs that the NEO would have earned in the ordinary course (or in connection with a different corporate transaction), in each case, measured as of the applicable vesting event. This recoupment amount would also be reduced by the Corporation to account for taxes paid by the NEO as a result of the Acceleration and any other amounts the Corporation determines to be appropriate.
•If the NEO's employment with the Corporation is terminated (a) by the NEO or (b) by the Corporation for cause, in either case, prior to consummation of the Transactions, the NEO will be required to repay to the Corporation or its successor a recoupment amount equal to the fair market value of the number of Shares equal to the number of accelerated PSUs, measured as of December 17, 2025. This recoupment amount would also be reduced by the Corporation to account for taxes paid by the NEO as a result of the Acceleration and any other amounts the Corporation determines to be appropriate.
•The NEO is required to comply with the terms of a restrictive covenant agreement attached to the Clawback Agreement. If the NEO fails to comply with the restrictive covenants, the NEO will be required to repay to the Corporation or its successor an amount equal to the fair market value of the number of Shares equal to the number of accelerated PSUs, measured as of December 17, 2025, less taxes paid by the NEO as a result of the Acceleration, and may also be subject to further legal and equitable remedies available to the Corporation.
This description of the Clawback Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Clawback Agreement, a copy of which is filed as Exhibit 10.1 herewith and is incorporated by reference herein.
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