NVRI Enviri Corporation

Notice of 2025 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 2025 Annual

Meeting of Stockholders

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Enviri Corporation (the “Company”).

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 2025 Annual Meeting of Stockholders and Proxy Statement.   In this letter, I want to highlight our longstanding commitment to good corporate governance practices and our ongoing program to refresh the composition of our Board of Directors (the “Board”). The objective of this program is to ensure that our Directors have the right mix of backgrounds, skills, and experiences to support the strategic direction of Enviri.

In this regard, I would like to acknowledge that our Independent Lead Director, David C. Everitt, and Phillip C. Widman, a member of our Audit and Governance committees, will retire in connection with the Annual Meeting. Mr. Everitt has served as an independent Director since 2010, Independent Lead Director since October 2018, and previously served as Non-Executive Chairman and Interim President and CEO. Mr. Widman has served as an independent Director since 2014 and previously served as Chair of the Board’s Audit Committee. On behalf of the Board, I wish to thank Dave and Phil for their dedication and many valuable contributions in service to Enviri.

The Board intends to elect Edgar M. Purvis, Jr., the current Chair of the Board’s Management Development and Compensation Committee, to serve as the Board’s Independent Lead Director beginning immediately after the Annual Meeting. Furthermore, we are very pleased to nominate Nicholas C. Fanandakis, a highly accomplished executive, as a new independent Director. We intend to identify and appoint a second new independent Director in the coming months. In addition, the Company expects to continue to make changes to its Board of Directors in 2026 as part of its Board refreshment program.

Enviri has refreshed its Board with three new members within the last four years and, following these anticipated changes, our independent Directors will have an average tenure of less than 6 years.

Your vote is very important to us, and I encourage you to vote your shares whether or not you plan to 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, 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 [•], 2025

Table of Contents

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Notice of 2025 Annual Meeting of Stockholders

Thursday, April 24, 2025

9:00 a.m., Eastern Time

Via Virtual Meeting Format

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Enviri Corporation (the “Company”) will be held on Thursday, April 24, 2025, beginning at 9:00 a.m., Eastern Time via the Internet at https://meetnow.global/MTYYVCA. Stockholders and others will not be able to attend the Annual Meeting in person. Any reference in this Proxy Statement to attending the Annual Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

The purposes of the meeting are as follows:

The Proxy Statement accompanying this Notice of 2025 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 24, 2025 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 “notice and access” 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 2025 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, whether or not you plan to attend the Annual Meeting. 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 [•], 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 24, 2025. The Notice of 2025 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

2025 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 the fiscal year ended December 31, 2024 for additional information.

Proxy Summary

OUR DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following eight 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 [•], 2025, 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 https://meetnow.global/MTYYVCA on Thursday, April 24, 2025, beginning at 9:00 a.m., Eastern Time. Our principal executive offices are located at Two Logan Square, 100-120 North 18^th Street, 17^th Floor, Philadelphia, PA 19103.

We are excited to continue to utilize 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 14, 2025. 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.

These materials were first made available or sent to you on March [•], 2025. Any reference in this Proxy Statement to attending the Annual Meeting, including any reference to “in person” attendance, means attending virtually by remote communication via live webcast on the Internet.

The Notice of 2025 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

Proxy Statement

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.

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 14, 2025. 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.

Under the rules of the New York Stock Exchange (“NYSE”), if your broker does not receive voting instructions from you, the broker may exercise its discretionary voting power regarding the ratification of the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2025 (Proposal No. 2), but it does not have discretion to vote with respect to the election of directors (Proposal No. 1), the non-binding advisory proposal approving executive compensation for 2024 (Proposal No. 3), the approval of Amendment No. 5 to the 2013 Equity and Incentive Compensation Plan (Proposal No. 4), the approval of Amendment No. 3 to the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (Proposal No. 5), or the amendment to the Certificate of Incorporation to provide for officer exculpation (Proposal No. 6) without your instructions. This is referred to as a broker “non-vote.”

Proxy Statement

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.

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 than 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 Deloitte & Touche 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 and entitled to vote, 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. 5 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.

Proposal No. 5: Vote on Amendment No. 3 to the 2016 Non-Employee Directors’ Long-Term Equity 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.

Proposal No. 6: Vote on Amendment to the Company’s Certificate of Incorporation to Provide for Officer Exculpation – the affirmative vote of the holders of at least a majority of the shares outstanding 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 a particular proposal. This occurs when a stockholder’s shares are represented by a proxy at the Annual Meeting, but the stockholder abstains from voting on the proposal, or the stockholder’s shares are the subject of a broker non-vote with respect the proposal.

Broker non-votes and abstentions will not be treated as votes cast with respect to the election of Directors (Proposal No. 1), and broker non-votes, abstentions and a failure to vote with respect to the election of any Director will not affect the outcome of the election of that Director. With respect to the advisory vote to approve the compensation of our named executive officers (Proposal No. 3), the vote on Amendment No. 5 to the 2013 Equity and Incentive Compensation Plan (Proposal No. 4), and the vote on Amendment No. 3 to the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (Proposal No. 5), abstentions will have the effect of negative votes, but broker non-votes and a failure to vote on the proposal will not have any effect. With respect to the ratification of our independent auditors (Proposal No. 2), abstentions will have the effect of negative votes and a failure to vote on the proposal will not have any effect. With respect to the vote on the Amendment to the Company’s Certificate of Incorporation to provide for officer exculpation (Proposal No. 6), broker non-votes and abstentions and any failure to vote will have the effect of a negative vote on the proposal.

Proxy Statement

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 2026 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.

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 10, 2025, 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 19.

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.

Executive Officers

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.

Christophe N. Reitemeier – Senior Vice President and Group President, Harsco Environmental since January 2025. Before his appointment to this role, Mr. Reitemeier had served as Vice President and Chief Financial Officer, Harsco Environmental since 2020, and had held various leadership positions within Harsco Environmental since joining the company in 1999. Mr. Reitemeier started his career with Arthur Andersen in France before moving to DS Smith, a British multinational packaging business. He holds a master’s degree in management with a specialization in finance from NEOMA Business School in Reims, France.

Claus Heuschmid – Senior Vice President and Group President, Harsco Rail since November 2022. Mr. Heuschmid leads the global Rail business by serving Harsco Rail customers around the world and developing the company’s products and services portfolio. Prior to his appointment to this role, Mr. Heuschmid was the Chief Operating Officer for Harsco Rail. Mr. Heuschmid joined Harsco Rail in 2017 and has held several regional and global roles with increasing responsibility. Prior to joining the company, he worked at Ingersoll Rand for 16 years in various business leadership positions in different divisions, and before that, he worked with Ernst & Young LLP.

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 and stakeholders. 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.

As part of our longstanding commitment to good corporate governance practices, we continue to refresh our Board composition to ensure our Directors have the right mix of backgrounds, skills, and experiences to support the strategic direction of Enviri. In furtherance of this objective, our Board has nominated Nicholas C. Fanandakis, a highly accomplished executive, as the Company’s newest independent Director in connection with the Annual Meeting.

Furthermore, our Independent Lead Director, David C. Everitt, and Phillip C. Widman, a member of our Audit and Governance committees, will retire in connection with the Annual Meeting. In addition, the Company expects to continue to make changes to its Board in 2026 as part of its Board refreshment program.

Enviri has refreshed its Board with three new members within the last four years and, following these anticipated changes, our independent Directors will have an average tenure of less than 6 years.

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 2024 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, President & CEO of the Company, as Chairman of the Board. The Board intends to elect Edgar Purvis, Jr. as Independent Lead Director of the Board, effective immediately following the Annual Meeting. Mr. Purvis is replacing David C. Everitt, who has served as Independent Lead Director since 2018.

When the Board appoints a Lead Director, it reviews the Lead Director’s role and responsibilities to ensure responsible oversight, including taking into account feedback received from existing investors. The Company’s Lead Director has the following responsibilities, which are set forth in the Company’s Corporate Governance Principles:

The Board of Directors

Finally, the Board has established three standing committees comprised entirely of independent Directors 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.

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 and its 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 diverse 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, 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, to the extent consistent with applicable legal requirements, that all new Board nominees be drawn from a pool that includes diverse candidates that consider the factors above.

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, 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.

In accordance with a Cooperation Agreement between the Company and Neuberger Berman Group LLC and certain of its affiliates (“Neuberger Berman”), the Board recently nominated Nicholas C. Fanandakis as a new independent Director and anticipates appointing an additional highly qualified independent Director in the coming months. In addition, the Company expects to continue to make changes to its Board in 2026 as part of its Board refreshment program.

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.

The Board of Directors

Industry Experience

The Company’s mission of turning the world to green requires highly specialized knowledge and expertise. Directors with experience in the environmental, industrial, and locomotive industries bring 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.

Operational Experience

Our Directors have significant experience driving results for organizations around the world and leverage their knowledge to advance the Company’s strategic objectives.

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 and the Governance Committee’s written charter. Pursuant to the diversity policy, and to the extent consistent with applicable legal requirements, the Board is committed to seeking out candidates with diverse backgrounds, experiences, and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates.

As noted above, the Governance Committee regularly evaluates the Board’s current composition 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 (to the extent consistent with applicable legal requirements) more or less heavily when evaluating potential Director candidates.

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, including those especially relevant to our lines of business.

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.

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

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 Cybersecurity Framework (NIST CSF).

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 July 2024, 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.

Proposal 1: Election of Directors

The first proposal to be voted on at the Annual Meeting is the election of eight 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, 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. If any Director nominee fails to receive more “for” votes than “against” votes for his or her election, then such Director will be required by the Company’s Amended and Restated Bylaws and our corporate governance policies 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 2026 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, 2025), 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 2026

James F. Earl

Proposal 1: Election of Directors

Nicholas C. Fanandakis

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

Meetings and Committees of the Board

Meetings of the Board and Director Attendance at Annual Meeting

The Board held nine meetings during the fiscal year ended December 31, 2024. Each Director attended at least 75% of the aggregate number of Board and applicable committee meetings held during 2024.

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 2024 virtually attended the Annual Meeting of Stockholders in 2024.

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, 2025, is shown in the following chart:

All Directors listed above, including committee chairs, served on the respective committees listed above for the entire 2024 fiscal year.

Meetings and Committees of the Board

The table below identifies the number of meetings held by each committee in 2024, 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 available 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 addition, the Board has affirmatively determined that Nicholas C. Fanandakis, a Director nominee, is also independent. In making these independence determinations, the Board, in consultation with the Governance Committee, reviewed the direct and indirect relationships between each Director and Director nominee and the Company and its subsidiaries, as well as the compensation and other payments each Director and Director nominee 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 candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates, to the extent consistent with applicable legal requirements.

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.

Corporate Governance

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. For instance, in the case of Mr. Fanandakis, the Governance Committee engaged a search firm to identify potential Director candidates, and he was also recommended for consideration by a current independent Director of the Board. The Governance Committee evaluates all Director candidates in the same manner, regardless of the source of the recommendation for the Director.

In addition, as noted above, the Company recently entered into a Cooperation Agreement with Neuberger Berman pursuant to which the Company has agreed to mutually identify and agree upon one independent director candidate by April 17, 2025 and one additional independent director candidate by September 14, 2025.

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:

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.

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 2024 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, 2024, 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 grants, 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 first business day of the payment year. 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.

2024 Director Compensation

The table below details the compensation earned by our non-employee Directors for 2024:

As of December 31, 2024, non-employee Directors held the following RSUs and deferred equity awards: Mr. Earl, 31,034; Mr. Everitt, 56,727; Ms. Haznedar, 65,685; Mr. Laurion, 29,451; Ms. O’Mara, 16,025; Mr. Purvis, 16,025; Mr. Quinn 29,451; and Mr. Widman, 27,236.

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 2024 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 24, 2025, 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), (6), (7) and (8) to the table (percentages are calculated assuming continued beneficial ownership at February 24, 2025).

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, 2024 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, 2024 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 (“PwC”), our principal auditor for the years ended December 31, 2024 and December 31, 2023.

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.

Change of Independent Registered Public Accounting Firm

The Audit Committee has completed a strategic request-for-proposal process to review the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2025. The objective of this process is to practice good corporate governance with respect to our retention of an independent registered public accounting firm as outlined in the Audit Committee charter, including on-going evaluation of the firm’s qualifications, independence and renumeration. We requested proposals from several independent registered public accounting firms, including PwC, in the process.

On November 22, 2024, PwC notified the Audit Committee that it would not be able to meet our economic expectations and, therefore, had decided not to participate in the request-for-proposal process and to decline to stand for re-election as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

As a result of this process, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective on February 20, 2025, following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the SEC. PwC continued as the Company’s independent registered public accounting firm for the year ending December 31, 2024. On February 20, 2025, when the

Fees Billed by the Independent Auditors for Audit and Non-Audit Services

Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the SEC, PwC completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of PwC as our independent registered public accounting firm ended as of that date.

As reported on the Company’s Current Report on Form 8-K, dated November 22, 2024, and amended on February 26, 2025, the audit reports of PwC on the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2023 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During our fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through February 20, 2025 (the date of PwC’s report in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024),

During our fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through February 20, 2025, we have not consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement between the Company and PwC within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, we provided PwC with a copy of a Current Report on Form 8-K/A reporting the change in our independent registered public accounting firm for the fiscal year ending December 31, 2025, containing substantially the same disclosures as above. We requested that PwC provide us with a letter addressed to the SEC stating whether it agreed with the statements made by the Company in the Form 8-K/A, and, if not, stating the respects in which it did not agree. A copy of PwC’s letter dated February 26, 2025 is attached as Exhibit 16.1 to the Current Report on Form 8-K/A filed by the Company on February 26, 2025.

Proposal 2: Ratification of Appointment of

Independent Auditors

The Audit Committee has completed a process to review the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2025. As a result of this review process, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as independent auditors to audit our financial statements for the fiscal year ending December 31, 2025. Although not required to do so, the Board has determined to submit the Audit Committee’s appointment of Deloitte 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 Deloitte & Touche 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, 2025 would be changed. However, the Audit Committee may review whether to seek new independent auditors for the fiscal year ending December 31, 2026.

Representatives of Deloitte will attend the Annual Meeting, with the opportunity to make a statement and answer questions of stockholders. Representatives of PricewaterhouseCoopers LLP, our principal auditor for the year ended December 31, 2024, are not expected to be present at the Annual Meeting.

Required Vote: The ratification of the appointment of Deloitte 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 Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025.

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 2024 compensation earned by our NEOs. Pursuant to the disclosure requirements contained in the SEC rules, our NEOs for the fiscal year 2024 are listed below.

EXECUTIVE SUMMARY

Enviri Today

After several years of targeted organic investments and strategic mergers and acquisitions, Harsco Environmental and Clean Earth operate in more than 250 sites around the world. These businesses are pursuing innovative initiatives that are focused on recycling and reuse services and technologies that deliver the highest quality environmental solutions for customers. Moreover, with a broad range of high-quality equipment, cutting-edge technology, and worldwide support, Harsco Rail takes care of customer needs for virtually all major aspects of track maintenance. The Company’s key focus is to capitalize on the operational and financial efficiencies at Harsco Environmental, Clean Earth, and Harsco Rail 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 CD&A reviews the objectives and elements of Enviri’s executive compensation program and discusses the 2024 compensation earned by our NEOs listed below:

Compensation Discussion & Analysis

Our 2024 Business Overview

In 2024, Enviri achieved year-over-year revenue and earnings growth on an organic basis, driven by effective execution across its business segments. Clean Earth saw record earnings growth resulting from strong operational and expense management performance, successful improvement and growth initiatives, and the continued recognition of its value proposition by customers. Clean Earth’s healthy cash flow, along with contributions from Harsco Environmental supported Enviri’s financial objectives, including targeted asset sales and debt management. Harsco Environmental continued to provide innovative solutions to the market. In addition, Harsco Rail focused on operational improvements and strengthening the management team. Our overall financial and operational achievements showcase Enviri’s ability to create value through operational excellence, strategic initiatives, and a strong customer value proposition. The following summarizes our key business priorities and our notable achievements for the fiscal year:

		Key Business Priorities
		•  Achieve solid financial results while strengthening free cash flow generation.   •  Significantly improve capital structure supported by initiative to sell assets totaling $50 million to $75 million.   •  Further expand our capabilities to provide sustainable environmental solutions to our customers.   •  Publish the Sustainability Report and continue to advance ESG initiatives.
		Notable Financial & Operational Achievements
		•  Generated $2.4 billion of revenue, largely unchanged from the prior year when adjusted for the impact of foreign exchange translation and business divestitures.   •  Increased free cash flow from the Company’s two environmental operating segments by 4% percent compared with 2023.   •  Exceeded asset sale target of $50 million to $75 million.   •  Renewed and extended the Company’s revolving credit and account receivable securitization facilities.   •  Reduced covenant net leverage ratio to 4.07x at the end of 2024.   •  Enviri’s total recordable incident rate (“TRIR”) was 0.71 because of our strong commitment to foster our visible safety culture.
		Key Business Priorities
		•  Achieve increases in revenues and earnings.   •  Increase proportion of mill services that provide environmental benefits to steel customers.   •  Grow ecoproducts™ businesses.
		Notable Financial & Operational Achievements
		•  Revenues increased modestly compared with the prior year on an organic basis, as growth investments and improvements were offset by the impact of site exits.   •  Increased ecoproducts™ sales (the re-use of byproducts or waste) by 11%, after divesting Performix and Reed Minerals.   •  Finalized approximately 26 renewals and new growth contracts with estimated revenues of about $700 million over the life of these contracts, while adhering to strict contract underwriting practices.   •  Our SteelPhaltTM operations, known for its innovative use of recycled materials in high-performance asphalt, opened its first site outside the United Kingdom and completed rebranding efforts.

Compensation Discussion & Analysis

		Key Business Priorities
		•  Achieve increases in revenues and earnings.   •  Advance key technology initiatives and partnerships for the treatment of per-and polyfluoroalkyl 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 $940 million, representing an increase of 1% compared with 2023.   •  2024 operating income increased 20% to more than $92 million.   •  Completed numerous continuous improvement projects that materially enhanced and streamlined core operating and logistics systems.   •  Processed over 236 million pounds of hazardous and nonhazardous waste recycled or reused, 71 million gallons of wastewater recycled or reused, and 3.8 million tons of soil and dredge material.   •  Executed first-of-its-kind waste treatment agreement with Veolia to provide long-term guaranteed incineration capacity.   •  Diverted waste from landfills and incinerators by recycling or beneficially re-using more than 90% of processed material.
		Key Business Priorities
		•  Achieve increases in revenues and earnings.   •  Implement operational improvements to reduce bottlenecks and improve manufacturing efficiencies.
		Notable Financial & Operational Achievements
		•  Revenues totaled $291 million, largely unchanged from the prior year.   •  Executed numerous operating initiatives to streamline manufacturing and improve operational effectiveness as well as strengthened operations team with key hires.

Compensation Discussion & Analysis

Advancing our ESG Initiatives

The Company’s mission is to be a global leader in environmental solutions. In 2024, 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 2024, Harsco Environmental recorded its lowest TRIR result in a number of years. Clean Earth continued its safety journey and Harsco Rail continues 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 all our employees.
		Our global Belonging and Inclusion Council, chaired by our CHRO, continued furthering their goals of fostering a workplace culture for all employees where our people are treated fairly and with respect, feel valued, are fully involved, and have a strong sense of belonging. In 2024, a live leadership training session was conducted with senior leaders across Enviri to reinforce these principles. The interactive training reinforced concepts of living Enviri’s Belonging principles and promoting safe and inclusive spaces for everyone.
		Enviri Women, an employee resource group that is open to everyone, promotes awareness and the advancement of all Enviri employees through personal and professional development, mentorship, and empowerment. This year, Enviri Women expanded their mentorship program to include additional countries and employees from all divisions and successfully paired mentees with seasoned mentors.
		We established our third employee resource group this year, called CultureLink. CultureLink is committed to fostering a sense of belonging in all employees by celebrating the diverse cultures of the countries in communities in which Enviri operates. Through education, engagement, and collaboration, the group aims to create a globally inclusive environment where all employees can share their unique cultural perspectives, learn from one another, and contribute to a global workplace that honors and values cultural diversity.
		Since Philadelphia is our home, we continued our efforts to improve the lives within the Greater-Philadelphia community, through our philanthropic program – Thrive.

Our 2024 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

2025 AIP Decisions and Changes

The MD&C Committee has approved changes to the financial metrics for the 2025 AIP, replacing Business Unit Contribution (“BUC”) with two distinct performance metrics: Adjusted EBITDA and Adjusted Free Cash Flow. With financial performance continuing to account for 80% of the AIP award opportunity, this change enhances NEO accountability by sharpening the focus on profitable growth, operational efficiency, and disciplined capital management. In addition, changing our AIP to use widely recognized financial metrics provides our stockholders with greater transparency into our key financial performance drivers.

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.