Jeffrey A. Beswick
About Jeffrey A. Beswick
Senior Vice President and President, Clean Earth (Enviri Corporation) since May 2023. Prior roles include Chief Commercial Officer at Valicor Environmental Services and CEO (U.S. Operations) at Tradebe Environmental Services, where he delivered the company’s highest year-over-year earnings growth, completed two acquisitions, and instituted safety and environmental compliance initiatives that reduced injury rates; prior experience also includes Vice President, Recycling at Clean Harbors Environmental Services . 2024 AIP payout was 113.95% of target driven by Clean Earth BUC of $77.0 million, with strong strategic goal performance; by contrast, PSUs tied to three-year relative TSR paid out 0% for both the 2021–2023 and 2022–2024 cycles (5th and 4th percentile vs. S&P 600 Industrials), underscoring stock performance risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valicor Environmental Services | Chief Commercial Officer | Not disclosed | Commercial leadership in environmental services |
| Tradebe Environmental Services (U.S.) | CEO (U.S. Operations); prior EVP roles (Sales & Services, Business Development, Regional Sales) | Not disclosed | Highest YoY earnings growth, two acquisitions, improved safety/compliance with reduced injury rates |
| Clean Harbors Environmental Services | Vice President, Recycling | Not disclosed | Recycling operations expertise brought to Clean Earth |
External Roles
No external public-company board roles or director committee positions are mentioned in the executive officer bio .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary Rate ($) | — | $494,000 | $518,700 (5% increase) |
| Salary Actually Paid ($) | $319,712 | $494,000 | — |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Target AIP (% of Base) | 75% | 75% |
| Enviri Consolidated BUC factor (%) | 172% | 85% |
| Business Unit BUC factor (%) | 200% (Clean Earth) | 122% (Clean Earth) |
| Strategic Goals achievement (%) | 150% | 150% |
| ESG Goals achievement (%) | 112.5% (Clean Earth) | 87.5% |
| Combined payout factor (%) | 180.6% | 113.95% |
| Final AIP Earned ($) | $433,169 | $422,185 |
LTIP Target and Mix
| LTIP Target (% of Salary) | Vehicle Mix |
|---|---|
| 125% | Equal mix across PSUs, RSUs, and SARs for NEOs (CEO mix differs) |
2024 LTIP Grants (Grant Date: 3/11/2024)
| Instrument | Quantity/Terms | Grant Date Fair Value ($) |
|---|---|---|
| PSUs (threshold/target/max) | 6,276 / 25,102 / 50,204 | $302,228 |
| RSUs | 25,102 shares | $205,836 |
| SARs | 40,840; strike $8.20; expires 3/11/2034 | $205,834 |
PSU vesting: cliff vest on December 31, 2026; RSUs generally vest ratably over three years; SARs vest in three equal annual installments on the first three anniversaries of grant .
Outstanding Equity Awards (as of year-end 2024)
| Instrument | Status | Strike | Expiration | Quantity | Value |
|---|---|---|---|---|---|
| SARs (2024 grant) | Unexercisable | $8.20 | 3/11/2034 | 40,840 | — |
| SARs (2023 grant) | Exercisable / Unexercisable | $9.31 | 5/9/2033 | 16,142 / 32,285 | — |
| RSUs (unvested) | Not vested | — | — | 44,660 | $343,882 |
| PSUs (unearned at target) | Not vested | — | — | 14,783 | $113,831 |
Equity Ownership & Alignment
| Date (Beneficial Ownership Table) | Shares Beneficially Owned | % of Class | Other Stock Equivalents |
|---|---|---|---|
| Feb 23, 2024 | 0 | <1% | 107,101 |
| Feb 24, 2025 | 13,813 | <1% | 98,400 |
- Stock ownership guidelines: NEO requirement increased from 2x salary in 2024 to 3x salary in 2025; CEO remains 6x salary . No shares may be sold until the guideline is met (hardship exception); five-year phase-in applies. As of Dec 31, 2024, Beswick is within the phase-in period and continues to accumulate shares .
- Anti-hedging and clawback: Company maintains strong anti-hedging policies and a recovery (clawback) policy for wrongfully earned performance-based pay in the event of a restatement .
Employment Terms
Change-in-Control (CIC) Severance Agreement
- Double-trigger severance; no excise tax gross-ups (either pay excise tax or reduce benefits to avoid tax) .
- Beswick’s CIC benefits: 2x highest base salary in effect in the 90 days prior to CIC through termination date, plus 2x highest target annual incentive; rolling three-year term; equity accelerates only upon qualifying termination following a CIC (Beswick agreement does not include material divestment provisions) .
Termination/CIC Economics (as of Dec 31, 2024)
| Scenario | RSUs (Accelerated) | Salary Multiple | AIP Multiple | RSIP | Life Insurance Proceeds | Total |
|---|---|---|---|---|---|---|
| CIC — Voluntary | $0 | $0 | $0 | $54,962 | $0 | $54,962 |
| CIC — Involuntary (not for Cause) / Good Reason | $343,882 | $988,000 | $741,000 | $54,962 | $0 | $2,127,844 |
| Cause or Voluntary (non-CIC) | $0 | $0 | $0 | $54,962 | $0 | $54,962 |
| Involuntary (not for Cause, non-CIC) | $0 | $0 | $0 | $54,962 | $0 | $54,962 |
| Death | $343,882 | $0 | $0 | $54,962 | $800,000 | $1,198,844 |
| Disability | $343,882 | $0 | $0 | $54,962 | $0 | $398,844 |
| Retirement | $0 | $0 | $0 | $54,962 | $0 | $54,962 |
Performance & Track Record
- Clean Earth AIP/BUC execution: 2024 payout at 113.95% with Clean Earth BUC of $77.0 million; strong strategic goal realization (150%) .
- Relative TSR: PSU vesting for 2022–2024 paid 0% (4th percentile vs S&P 600 Industrials); 2021–2023 also paid 0% (5th percentile), highlighting equity-linked performance risk .
- Operating initiatives: Clean Earth network unification, disposal innovation, PFAS milestones among 2024 strategic goals; ESG goals include safety (TRIR), belonging and inclusion training, compliance—weighted 10% each in AIP .
- Expansion noted: Clean Earth opened a Syracuse, NY service center to enhance logistics and lab packing services; Beswick emphasized network expansion and routing efficiencies to reduce costs and environmental impact .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total comp $1.69M with equity awards (RSUs/PSUs/SARs) comprising ~$714K in grant-date value, balanced among vehicles; AIP cash payout $422K aligns with BUC and strategic/ESG results .
- Performance linkage: AIP-driven payouts vary strictly with performance; LTIP includes PSUs tied to relative TSR, which paid 0% for the last two cycles—strong pay-for-performance discipline .
- Ownership policy tightening: NEO ownership multiple increased to 3x salary in 2025 from 2x in 2024; share sale restrictions until compliance mitigate near-term selling pressure .
- Equity vesting cadence: RSUs/SARs vest schedules create predictable windows (e.g., SAR tranches on 5/9/2024–2026 and 3/11/2025–2027), relevant for monitoring potential exercise/sales; acceleration requires CIC plus qualifying termination (double trigger) .
Equity Ownership & Alignment
- Beneficial ownership increased from zero shares (Feb 2024) to 13,813 shares (Feb 2025), still <1% of the float; substantial unvested equity and PSUs provide ongoing alignment .
- Policies: Anti-hedging and clawback policies in place; five-year phase-in to meet ownership guidelines; no excise tax gross-ups in CIC benefits .
Employment Terms
- Agreement structure: Rolling three-year CIC severance agreement; double trigger; 2x salary and 2x target AIP; RSUs accelerate only upon qualifying termination post-CIC; Beswick’s agreement omits material divestment provisions (added for other NEOs in Dec 2024) .
- Base salary governance: Merit increases tied to market competitiveness and performance; Beswick’s base raised from $494,000 to $518,700 effective Jan 1, 2025 .
- Committee oversight: Independent MD&C Committee oversees metrics and awards; committee report confirms CD&A inclusion .
Investment Implications
- Alignment and risk: AIP emphasizes Clean Earth BUC (60% weighting) plus strategic and ESG goals (10% each), producing above-target 2024 payouts; however, two consecutive 0% PSU outcomes on relative TSR signal equity underperformance risk and disciplined LTIP payout governance .
- Selling pressure: Ownership guidelines restrict selling until compliance, and vesting of RSUs/SARs is staged; monitor SAR vest dates (May and March anniversaries) for potential exercise activity, contingent on price levels and policy compliance .
- Retention/CIC: Double-trigger protection (2x salary + 2x target AIP) and equity acceleration only upon qualifying termination post-CIC reduce retention risk during transactions without encouraging voluntary departure; absence of excise tax gross-ups is shareholder friendly .
- Execution: Strong operational delivery at Clean Earth (2024 BUC and strategic goals) supports cash incentive outcomes; the TSR-driven PSU zero payouts highlight the importance of sustained share performance for realized LTIP value .