Colin Sabol

About Colin R. Sabol

Independent director of Energy Recovery, Inc. since July 2023; age 57. Former President of Measurement & Control Solutions at Xylem (2017–2022) with prior leadership across Xylem’s Analytical Instrumentation, Water Treatment, and Dewatering Pump Rental businesses (2013–2017). Earlier roles include VP Growth for ITT’s Fluid & Motion Control segment (joined 2006; instrumental in spinning off Xylem in 2011) and Chief Growth Officer of GE Water (2003–2006). B.S. in Materials Engineering from Alfred University. Current ERII board committees: Compensation and Nominating & Corporate Governance (member on both). Rationale for nomination: deep water-industry operating expertise relevant to ERII’s water business.

Past Roles

External Roles

Board Governance

• Independence and roles: ERII classifies Sabol as independent; he serves on the Compensation Committee and the Nominating & Corporate Governance Committee (no chair roles). In 2024, these committees met 12 times and 4 times, respectively. All members of these committees are independent.
• Attendance: In 2024, the Board held 8 meetings and no director attended fewer than 88% of Board and committee meetings they served on; all directors attended the 2024 annual meeting of stockholders.
• Board structure: Independent Chair (Pamela L. Tondreau) with committees chaired by independent directors; five of six continuing directors are independent.
• Shareholder voting support (signals of investor confidence):
  • Director election — Sabol: 98.5% “For” (2024 Annual Meeting); 96.6% “For” (2025 Annual Meeting).
  • Say-on-Pay: 89.3% “For” (2024); 86.1% “For” (2025).

Fixed Compensation

• Program structure for non-employee directors (June 2024–June 2025 service period):
  • Annual cash retainer: $50,000 (members); Chair of Board additional $50,000 (cash).
  • Annual equity retainer (RSUs): $150,000 for members; Chair of Board additional $35,000. RSUs vest at the earlier of one year or the 2025 Annual Meeting (June 5, 2025), subject to continued service.
  • Committee chair fees (cash): Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $8,500. No additional meeting fees disclosed.
• Sabol’s 2024 director compensation (year ended Dec 31, 2024):
  • Cash fees: $50,000; Equity awards (grant-date fair value, RSUs): $149,992; Total: $199,992.
  • Unvested RSUs held at 12/31/2024: 11,127 shares.

Performance Compensation

• Equity is time-based RSUs for directors; no performance metrics disclosed for director equity. 2024 grants vest at the 2025 Annual Meeting (Jun 5, 2025) contingent on service. ERII stopped granting stock options as part of the 2024 annual long-term grants; transition to performance-based equity was aimed at executives beginning with 2025, not directors.

Note: Performance-based equity development described in the proxy pertains to executive officers; director equity remains time-based.

Other Directorships & Interlocks

• No current public-company directorships for Sabol disclosed in the proxy; prior governance roles at Faradyne Motors (JV board) and Xylem Watermark (CSR board chair). No disclosed interlocks with ERII competitors, suppliers, or customers.

Expertise & Qualifications

• Water sector operating leadership (GE Water, ITT/Xylem), portfolio transformation and M&A/spin-off experience; strategic and growth credentials considered valuable for ERII’s water business. Education: B.S. in Materials Engineering (Alfred University).

Equity Ownership

• Ownership guidelines: Non-employee directors must hold ERII stock equal to 5× the annual cash retainer; directors have five years from appointment to comply. As of the record date, all covered directors are either compliant or on pace.
• Hedging/pledging: Company policy prohibits hedging and non-recourse pledging of ERII securities by directors and employees.

Governance Assessment

Strengths and positive signals:

• Independent director with directly relevant water-industry operating and growth expertise; serves on key governance committees (Compensation; Nominating & Corporate Governance).
• Strong attendance culture: no director below 88% attendance in 2024; all directors attended the 2024 annual meeting.
• Shareholder support: Sabol re-elected with 98.5% (2024) and 96.6% (2025) support; Say-on-Pay approved at 89.3% (2024) and 86.1% (2025).
• Alignment mechanisms: director equity grants; rigorous stock ownership guidelines; prohibition on hedging/pledging; independent committees with authority to retain advisors; clawback policy updated July 2023.

Watch items and conflicts assessment:

• No related-party transactions requiring disclosure in 2024; Audit Committee oversees approval of any such transactions.
• Equity ownership as a percent of outstanding shares is de minimis (<0.1%), which is typical for outside directors and mitigated by 5× retainer ownership guideline and multi-year compliance window (Sabol appointed July 2023).

Shareholder Voting Detail (Context)

Related Policies and Controls (Company-Level)

• Independent Chair; committee leadership by independent directors; regular executive sessions.
• Clawback policy amended and restated in July 2023 consistent with Dodd-Frank; annual compensation risk assessment; prohibition on option repricing; double-trigger CIC severance (executives).
• Equity grant timing practices avoid MNPI timing considerations.

During fiscal 2024, ERII reported no related-party transactions requiring review/approval; Audit Committee charter governs related-party oversight.