Arve Hanstveit

About Arve Hanstveit

Independent director of Energy Recovery, Inc. since January 1995 (age 70), currently serving as CFO of Foldstar, Inc.; previously Partner/Vice President at ABG Sundal Collier (1997–2010), securities analyst and portfolio manager at TIAA‑CREF, and director at Kezzler AS (2007–2010). He holds a B.A. in Business from the Norwegian School of Management and an M.B.A. from the University of Wisconsin–Madison, and is a member of the Norwegian American Chamber of Commerce and New York Angels .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
• Independence: Board affirmatively determined Hanstveit is independent under SEC/NASDAQ rules .
• Attendance and engagement: Board held 8 meetings in 2024; no director attended fewer than 88% of Board/committee meetings; all directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet in executive session at least four times per year .
• Committee activity in 2024:
  • Audit Committee meetings: 4 (members: Buehler—Chair; Chow; Hanstveit) .
  • Nominating & Corporate Governance Committee meetings: 4 (members: Hanstveit—Chair; Sabol; Tondreau) .

Fixed Compensation

• 2024 director compensation (cash and equity): | Component | Amount ($) | Detail | |---|---:|---| | Cash fees (Board + chair fee) | 57,519 | Includes Board cash retainer and Nominating & Corporate Governance chair fee; chair fee increased mid‑year from $5,000 to $8,500 effective June 6, 2024 | | Equity awards (RSUs, grant‑date fair value) | 149,992 | Annual RSU grant; vests on earlier of one year or the 2025 Annual Meeting | | Total | 207,511 | Sum of cash + equity for FY2024 |
• Standard Board fee schedule (June 2024–June 2025): Board cash retainer $50,000; Board equity retainer $150,000 (grant‑date fair value); Nominating & Corporate Governance Chair fee $8,500 cash (increased from $5,000 on June 6, 2024) .

Performance Compensation

• Director equity is retainer‑based RSUs (not options); RSUs vest on the earlier of one year or the date of the 2025 Annual Meeting .
• 2024 RSU balance: | Metric | Shares/Value | |---|---| | Unvested RSU shares at 12/31/2024 | 11,127 | | 2024 RSU grant (grant‑date fair value) | $149,992 |
• Vesting policy for director RSUs: Annual grants vest at one year or next Annual Meeting; timing not set using MNPI; no timing around MNPI releases .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and institutional investing experience (TIAA‑CREF; ABG Sundal Collier), relevant for oversight of strategy and investor alignment .
• Board governance experience as Chair of Nominating & Corporate Governance; oversees board refreshment, independence, CEO succession, and sustainability .
• Audit committee member (meets NASDAQ “financial sophistication” standards; committee chair designated financial expert is Buehler) .

Equity Ownership

Insider Trades

• Summary: Multiple Form 4 sales in 2025; third‑party trackers indicate net sales over the last 18 months (e.g., net −175,000 shares per GuruFocus), with open‑market tranches around $12.7 per share in June 2025 .

Governance Assessment

• Board effectiveness and roles:
  • Chair of Nominating & Corporate Governance overseeing board refreshment, independence monitoring, annual evaluations, CEO succession, and sustainability oversight—core governance functions that influence board quality and long‑term strategy .
  • Member of Audit Committee (committee meets NASDAQ financial sophistication standards; reviews related‑party transactions and compliance) .
• Independence & attendance:
  • Affirmed independent; no Item 404 related‑party transactions in 2024; Board attendance ≥88% for each director; independent director executive sessions at least quarterly—supports board independence and engagement .
• Compensation and alignment:
  • Director pay mix skewed to equity (72% RSUs; 28% cash in 2024), with strict ownership guidelines (5× cash retainer) and prohibition on hedging/pledging—signals alignment with shareholders .
  • RSU vesting aligned to annual meeting timing; no repricing; equity grant timing not influenced by MNPI .
• Say‑on‑pay and shareholder feedback (broader governance climate):
  • 2024 Say‑on‑Pay support at 89.3%, and extensive investor engagement—constructive governance context .
• Potential conflicts and risk indicators:
  • No related‑party transactions requiring disclosure in 2024; Audit Committee reviews any such transactions .
  • Long tenure (director since 1995) may prompt investor scrutiny regarding refreshment/independence over time; Board highlights active refreshment (average tenure ~8 years; 4 of 6 directors ≤5 years) .
  • Insider selling in 2025 could be perceived negatively by some investors; context requires ongoing monitoring of Form 4s and holdings trends .

RED FLAGS

• Extended tenure since 1995 (contrast with Board’s stated refreshment goals) .
• 2025 insider sales activity (multiple Form 4 sales) warrant monitoring for alignment optics .
• No current public interlocks disclosed; 2024 related‑party transactions: none (positive) .