Carolann I. Haznedar

About Carolann I. Haznedar

Independent director at Enviri Corporation (ticker NVRI), age 65, serving since October 2018. She spent 35 years at DuPont leading multi-billion-dollar global businesses (Packaging & Industrial Polymers; Engineering Polymers; Kevlar Life Protection; Specialty Fluorochemicals) after starting in manufacturing control systems; earlier, she worked on microprocessor control nav/comm systems at aviation firm EdoAire/Edo-Aire. She is currently Chair of the Board Governance Committee and serves on the Audit Committee; the Board has affirmatively determined she is independent under NYSE/SEC rules. Her profile emphasizes operational excellence, global leadership, profitable growth, and talent development, which align with Enviri’s industrial and ESG oversight needs .

Past Roles

External Roles

Board Governance

• Committees (as of Mar 1, 2025): Governance Committee Chair; Audit Committee member. The Board’s three standing committees (Audit; Management Development & Compensation “MD&C”; Governance) are fully independent, and executive sessions of independent directors occur at each regularly scheduled Board meeting .
• Independence: The Board affirmatively determined Haznedar is independent under NYSE/SEC rules, after reviewing direct/indirect relationships and payments; non-employee director compensation is structured and disclosed .
• Attendance: The Board met 9 times in FY2024, and each director attended at least 75% of aggregate Board and applicable committee meetings; directors attended the 2024 annual meeting virtually. In FY2023 the Board met 6 times with each director at least 75% attendance and virtual annual meeting attendance .
• Stockholder engagement: The Board provides direct communication channels to individual directors via the Corporate Secretary and dedicated email; Governance Committee oversees director nominations with diversity policy and use of search firms where appropriate .

Committee membership snapshot:

• Messrs. Everitt and Widman expected to retire in connection with the annual meeting .

Fixed Compensation

Director compensation history (cash retainer/fees and equity grants):

Program structure (non-employee directors):

• Annual cash retainer: $75,000; Lead Director retainer: $35,000; Committee Chair retainers: Audit $17,500; MD&C $17,500; Governance $17,500; Committee Member retainers: $10,000; per-meeting fees for meetings in excess of standard schedule: $1,500 (in-person/telephonic Board and in-person committee) or $750 (telephonic committee). Annual RSU grant value: $125,000. Participation in Deferred Compensation Plan permitted .
• Deferred Compensation Plan: directors may defer fees and RSUs into an interest-bearing account (tied to 5-year U.S. Treasury note yield) or a company phantom share account; credits quarterly; phantom shares earn dividend equivalents and are paid out in cash; potential early payout upon termination after change in control .

Performance Compensation

• Director equity grants: Each non-employee director received 16,025 RSUs on May 8, 2024, expected to vest on April 24, 2025; computed under FASB ASC 718; dividend equivalents settle after vesting .
• Vesting policy: RSUs vest on the earlier of first anniversary of grant or next annual meeting; accelerated vesting upon death/disability/mandatory retirement; pro rata vesting upon other termination events .

Company performance metrics under Board oversight (NEO AIP context, indicative of governance rigor):

Clawback and hedging: Strong anti-hedging policy and recovery of performance-based compensation (including stock-based awards) if restatement due to material noncompliance; clawback aligned with Dodd-Frank/NYSE, administered by MD&C .

Other Directorships & Interlocks

Expertise & Qualifications

• Operational excellence and global P&L leadership across industrial materials, automotive polymers, life protection, and specialty chemicals; track record of profitable growth and lean organizations .
• Finance committee chair experience at a public company (Allison Transmission) and governance committee membership; enhances NVRI’s oversight in risk, capital, and governance .
• Technical foundation in manufacturing control systems and aviation nav/comm design; relevant to industrial safety, process controls, and technology oversight .
• Independence and committee leadership at NVRI: Governance Chair; Audit member .

Equity Ownership

• Director stockholding requirement: five times the annual retainer ($75,000), compliance required within five years; includes vested/unvested RSUs and phantom shares. As of Dec 31, 2024, all non-employee directors with ≥5 years of service (including Haznedar, director since 2018) were in compliance .

Governance Assessment

• Strengths: Long-tenured industrial operator with deep P&L and manufacturing controls expertise; Governance Chair plus Audit member signals high engagement in board process; independence affirmed; attendance at least 75% with robust executive session practices. Stockholder support strong with ~94% Say-on-Pay approval in 2024; anti-hedging and clawback policies in place; significant director stock ownership requirements support alignment .
• Compensation alignment: Director pay mix balanced (cash + annual RSUs). RSUs one-year vesting and ownership guidelines (5x retainer) promote skin-in-the-game; ability to defer compensation into phantom shares further aligns economics .
• Risk indicators: No related-party transactions disclosed involving Haznedar; independence confirmed; no pledging disclosures flagged. Company LTIP PSU zero payout due to low TSR performance (4th percentile) indicates pay-for-performance discipline at the executive level under MD&C oversight, which Governance Committee and Board monitor .
• RED FLAGS: None disclosed specific to Haznedar (no consulting fees, loans, or related-party dealings; no hedging/pledging exceptions noted). Continue monitoring for interlocks between NVRI and Allison Transmission supply/customer relationships; none disclosed in current proxy .