James F. Earl
About James F. Earl
Independent director of Enviri Corporation since 2012; age 68. Earl is a retired Executive Vice President of GATX Corporation with decades in rail leasing and operations, bringing deep industry and international experience to NVRI’s board; he serves on the Audit and Management Development & Compensation (MD&C) Committees and is deemed independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GATX Corporation | Executive Vice President; President, GATX Rail International; CEO, American Steamship Company (division of GATX) | EVP 2006–2018; Rail Intl/ASC 2012–2018 (retired Mar 1, 2018) | Led international railcar/locomotive leasing and maritime operations; recipient of Norman W. Seip Award for Industry Excellence |
| Soo Line Railroad | Management roles | Prior to 1988 | Rail operations/management experience |
| Southern Pacific Transportation Company | Management roles | Prior to 1988 | Rail operations/management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Two privately‑held regional railroad companies | Director | Current | Names not disclosed in proxy; industry adjacency to NVRI’s Rail segment |
| Textainer Group Holdings Ltd. | Director | Prior; ended 2024 | Served until sale to Stonepeak in 2024 |
Board Governance
- Committee assignments: Audit Committee member; MD&C Committee member; not a chair .
- Independence: Board determined Earl is independent per NYSE/SEC standards .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; annual meeting attendance was virtual by all directors .
- Executive sessions: Independent directors held five executive sessions in 2024 .
- Committee meeting cadence and mandates:
- Audit: 6 meetings; oversees financial reporting, ERM framework, cybersecurity oversight, independent auditor engagement .
- MD&C: 7 meetings; oversees executive compensation design, risk, clawbacks, succession planning, independent consultant use .
- Governance: 5 meetings; oversees ESG strategy, board composition, independence, director pay recommendations, compliance program .
- Lead Independent Director: Transition from David C. Everitt to Edgar M. Purvis, Jr. post‑2025 AGM (not Earl) .
Fixed Compensation
| Element | Amount/Policy | 2024 Earl Amount |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Included in cash fees |
| Committee member retainer (each) | $10,000 per committee; chair retainer $17,500 in lieu of member fee | Two committees (Audit, MD&C) → $20,000 included in cash fees |
| Meeting fees (in excess of baseline) | $1,500 in‑person/telephonic; $750 telephonic committee (for meetings beyond regular schedule) | Included as applicable in cash fees |
| 2024 Fees earned or paid in cash | — | $94,992 |
| Stockholding requirement | 5× annual retainer; 5‑year compliance window; all non‑employee directors with ≥5 years were compliant as of Dec 31, 2024 | Earl (>5 years) in compliance |
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant date fair value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 8, 2024 | 16,025 | $124,995 | Expected to vest Apr 24, 2025; accelerated on death/disability/mandatory retirement; pro‑rata for other terminations; one share per RSU; dividend equivalents settle after vesting |
Notes:
- Non‑employee director equity is time‑based RSUs; no performance‑conditioned awards or bonuses are used for directors .
- Directors may elect to defer cash and/or RSUs under the Deferred Compensation Plan (interest‑bearing or phantom share accounts) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Assessment |
|---|---|---|---|
| Two regional railroads (names not disclosed) | Private | Director | Industry adjacency to NVRI’s Harsco Rail business; mitigants: independence, board conflict policies, and no related‑party transactions disclosed |
| Textainer Group Holdings Ltd. | Public (until sale) | Director (prior) | Ended with 2024 sale; no current interlocks with NVRI executives/committees disclosed |
Expertise & Qualifications
- Rail/industrial expertise: Senior management in rail leasing and maritime operations; decades in railroad management .
- International business: Led GATX Rail International; brings global operational perspective .
- Financial/operational oversight: Experience aligns with Audit and MD&C committee mandates .
Equity Ownership
| Holder | Shares beneficially owned | % of class | Other stock equivalents | RSUs/deferred equity awards held (as of Dec 31, 2024) |
|---|---|---|---|---|
| James F. Earl | 97,234 | <1% | 15,009 | 31,034 |
- Shares outstanding (record date Feb 24, 2025): 80,212,637 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and executives .
- Ownership guidelines: 5× retainer; Earl compliant given >5 years service .
Governance Assessment
- Board effectiveness: Earl’s rail and international background is directly relevant to NVRI’s Harsco Rail and environmental services operations; dual committee service (Audit, MD&C) supports robust oversight of financial integrity, compensation risk, and succession planning .
- Independence and attendance: Independent, with at least 75% meeting attendance; participates in a board with regular independent executive sessions (five in 2024), enhancing oversight quality .
- Compensation alignment: Director pay mix is balanced (cash retainer + equity RSUs); strong governance policies include stock ownership requirements, clawbacks (for executives), and prohibition on hedging/pledging; MD&C uses independent consultant (Pearl Meyer) with no conflicts .
- Shareholder signals: 2024 say‑on‑pay approval ~94% indicates investor support for compensation frameworks overseen by MD&C (Earl member) .
- Conflicts/related‑party: No related‑party transactions in 2024; formal related‑party approval processes exist; MD&C members (including Earl) have no compensation interlocks requiring disclosure .
- RED FLAGS: None disclosed for Earl. Potential adjacency risk from private railroad directorships given NVRI’s Rail segment, but mitigated by independence determinations and absence of related‑party transactions .