Tom Vadaketh
About Tom G. Vadaketh
Independent Class II director at Kimball Electronics since 2022; age 63 as of 2025. Currently Chief Financial Officer of Enviri Corporation (NYSE: NVRI) since October 2023; previously CFO of Bausch Health (Jan 2022–Oct 2023) and EVP/CFO of eResearch Technology (Sep 2018–Dec 2021); earlier finance leadership roles at Procter & Gamble and Tyco. Credentials include ACA (Institute of Chartered Accountants in England and Wales), MBA from Manchester Business School, and Certified Public Accountant. Brings 30+ years of financial leadership with emphasis on growth and transformation, including experience in healthcare products and medical devices sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enviri Corporation (NYSE: NVRI) | Chief Financial Officer | Oct 2023–present | Public-company CFO; environmental services; financial leadership and transformation experience |
| Bausch Health (NYSE/TSX: BHC) | Chief Financial Officer | Jan 2022–Oct 2023 | Global pharma/medical devices; CFO oversight of finance, reporting, controls |
| eResearch Technology, Inc. | EVP & Chief Financial Officer | Sep 2018–Dec 2021 | Led controllership, treasury, tax, FP&A |
| Procter & Gamble; Tyco International | Finance leadership roles | 20+ years (prior to 2018) | Progressive responsibilities across large, complex organizations |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Enviri Corporation (NYSE: NVRI) | Chief Financial Officer | Current executive role (non-directorship) |
| Other public company boards | — | None (Number of other public boards = 0) |
Board Governance
- Independence and tenure: Independent director since 2022; Class II—stood for re‑election in 2025 .
- Committee roles: Audit Committee Chair; committee comprised of Tom G. Vadaketh (Chair), Gregory J. Lampert, and Gregory A. Thaxton. The Board determined all Audit Committee members are “financially literate” and “audit committee financial experts” per applicable standards .
- Committee workload/expertise: Audit Committee held 9 meetings in FY2025 and 9 in FY2024; remit covers financial reporting, internal controls, auditor oversight, internal audit, compliance, and risk (including IT risk) .
- Board attendance: In FY2025 the Board met 7 times; each director attended at least 75% of combined Board and committee meetings, and all directors attended the last Annual Meeting of Share Owners .
- Board leadership structure: Independent committee chairs; Audit Chair is Tom G. Vadaketh; separate Independent Chair of the Board .
- Related‑party transactions: Audit Committee administers a related‑party transactions policy; no related‑party transactions or conflicts reported in FY2025 or FY2024 .
- Anti‑hedging/pledging and clawbacks: Policy prohibits directors and officers from pledging or hedging company stock; company maintains a “no fault” clawback policy aligned with restatements and misconduct provisions .
- Ownership guidelines: Directors must hold stock equal to 3x annual cash retainer, retain 100% of net vested shares until compliant, with a target compliance window not longer than 5 years from appointment .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $85,000 |
| Stock Awards ($) | $125,000 | $125,000 |
| Total ($) | $210,000 | $210,000 |
| Shares elected in lieu of cash (qty; price; valuation date) | 3,368 shares at $25.24 (Nov 27, 2023) | 4,453 shares at $19.09 (Nov 15, 2024) |
| Equity retainer shares (qty; price) | 4,953 shares at $25.24 | 6,548 shares at $19.09 |
| Deferral elections | Deferred receipt of cash‑in‑stock and annual equity retainer under Deferral Plan | Deferred receipt of cash‑in‑stock and annual equity retainer under Deferral Plan |
Notes:
- The increase in equity retainer share count from 4,953 to 6,548 reflects the lower grant-date stock price year over year (values computed under ASC 718) .
- Audit Committee Chair responsibilities are consistent with the higher cash fee ($85,000 vs $80,000 for some non-chair directors) .
Performance Compensation
- Non‑employee director compensation consists of cash retainer plus time‑based stock awards; no performance metrics, options, or PSUs are disclosed for directors in FY2024 or FY2025 director compensation tables .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Performance‑based director compensation disclosed | None | None |
| Option/PSU awards for directors disclosed | None | None |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | Number of other public company directorships = 0 (reduces overboarding risk) |
Expertise & Qualifications
- Financial expert: Board determined all Audit Committee members (including Vadaketh) are audit committee financial experts and financially literate .
- Credentials: ACA (ICAEW), MBA (Manchester Business School), CPA .
- Sector experience: Executive roles in companies that manufacture/market medical devices and healthcare products; brings 30+ years of financial leadership in complex organizations .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding Shares | Notes |
|---|---|---|---|
| Sep 9, 2024 | 18,704 | <1% (each individual total less than 1%) | Includes shares credited under the Non‑Employee Directors Stock Compensation Deferral Plan potentially distributable within 60 days after terminating Board service (director footnote) |
| Sep 15, 2025 | 29,705 | <1% (each individual total less than 1%) | Includes shares credited under the Non‑Employee Directors Stock Compensation Deferral Plan potentially distributable within 60 days after terminating Board service (director footnote) |
- Ownership policy: Directors must hold stock equal to 3x annual cash retainer and retain 100% of net shares until compliant; target compliance within 5 years of appointment .
- Anti‑hedging/pledging: Directors are prohibited from pledging or hedging company stock .
Governance Assessment
-
Positives (investor confidence):
- Audit Committee Chair with formal “financial expert” designation; strong audit, controls, and risk scope; consistent meeting cadence (9 per year in FY2024/FY2025) supports robust oversight .
- Independent status; no other public company board seats; mitigates overboarding/time‑constraint concerns .
- No related‑party transactions reported in FY2024 or FY2025; strong anti‑hedging/pledging and clawback policies; director ownership guidelines align incentives with shareholders .
- Board attendance threshold met (≥75% for each director); all directors attended the last Annual Meeting .
-
Watch items:
- Concurrent executive role (CFO at Enviri) can concentrate time/attention; however, absence of other public board seats and strong committee focus mitigates overboarding risk .
-
Compensation mix signals:
- Stable cash retainer with a meaningful equity component; year‑over‑year increase in share count due to lower grant‑date stock price; use of deferral for both equity retainer and cash‑in‑stock elections further aligns long‑term interests .
-
RED FLAGS:
- None disclosed related to conflicts, related‑party transactions, hedging/pledging, or attendance .