Jennifer O. Kozak
About Jennifer O. Kozak
Senior Vice President and Chief Human Resources Officer at Enviri Corporation (NVRI) since June 2022; joined in February 2022 as VP, Clean Earth Human Resources. Age 55 as of March 8, 2024; holds an MBA from The Pennsylvania State University and a B.A. from Temple University . Long-term incentive PSUs tied to relative TSR have paid out 0% for the 2021–2023 and 2022–2024 performance cycles (5th and 4th percentile vs S&P 600 Industrials), signaling stringent pay-for-performance alignment .
Company performance context (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $2,133,981,000* | $2,366,020,000* | $2,342,645,000 |
| EBITDA ($USD) | $197,997,000* | $238,152,000* | $235,578,000* |
| *Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enviri (Clean Earth) | VP, Human Resources | 2022 | Led HR strategy for Clean Earth BU prior to promotion; supported network unification and talent framework initiatives later reflected in AIP goals . |
| SUEZ Water Technologies & Solutions | HR leadership roles | ~2007–2022 | Roles of increasing responsibility over 15 years, building global HR experience across industrial services . |
| General Electric | HR leadership roles | ~2007–2022 | Progressive HR responsibilities, foundation for compensation, talent management, and global operations expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in proxy biographies | — | Proxy materials list no public company directorships or external committee roles for Kozak . |
Fixed Compensation
Multi-year summary compensation (actual paid):
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $277,865 | $410,000 | $426,400 |
| Bonus | $25,000 | $85,000 | $0 |
| All Other Compensation | $12,356 | $39,750 | $54,084 |
| Total | $567,991 | $1,553,265 | $1,333,666 |
Base salary trajectory and approved rates:
| Effective Date | Base Salary |
|---|---|
| Jan 1, 2023 | $410,000 |
| Jan 1, 2024 | $426,400 (4% merit increase) |
| Jan 1, 2025 | $441,324 (3.5% merit increase) |
Performance Compensation
Annual Incentive Plan (AIP) design and results:
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Target AIP ($) | $266,500 | $277,160 |
| Metric Weightings | 80% Enviri Consolidated BUC; 10% Strategic; 10% ESG | 80% Enviri Consolidated BUC; 10% Strategic; 10% ESG |
| BUC Result (% of target) | 172% (consolidated) | 85% (consolidated) |
| Non-Financial Goals Payout | Strategic 75%; ESG 100% | Strategic 75%; ESG 100% |
| Final AIP Earned ($) | $426,667 (160.1% of target) | $236,972 (85.5% of target) |
Long-Term Incentive Plan (LTIP) – RSUs, PSUs, SARs: RSUs (service-based, one-third annual vesting):
| Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Mar 4, 2022 | 3,479 | — | One-third annually over 3 years |
| Mar 7, 2023 | 22,931 | $170,836 | One-third annually over 3 years |
| Mar 11, 2024 | 21,667 | $177,669 | One-third annually over 3 years |
PSUs (performance-based, cliff vest):
| Grant Date | Target PSUs | Performance Period | Vesting Terms | Valuation Basis |
|---|---|---|---|---|
| Mar 4, 2022 | 5,218 (target) | 2022–2024 | Cliff vest Dec 31, 2024; payout 0% based on 4th percentile TSR vs S&P 600 Industrials | — |
| Mar 7, 2023 | 22,931 (target) | 2023–2025 | Cliff vest Dec 31, 2025; 29% of target used for market value disclosure as of 12/31/2024 | Market value at $7.70 × 29% of target |
| Mar 11, 2024 | 21,667 (target) | 2024–2026 | Cliff vest Dec 31, 2026; threshold (25%) assumption used for market value disclosure | Market value at $7.70 × 25% of target |
SARs (options-like, 10-year term, three-year ratable vesting):
| Grant Date | SARs (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| Mar 7, 2023 | 37,464 | $7.45 | 3/7/2033 | Ratable over 3 years |
| Mar 11, 2024 | 35,252 | $8.20 | 3/11/2034 | Ratable over 3 years |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | Percent of Class | Other Stock Equivalents |
|---|---|---|---|
| Feb 22, 2023 | 1,739 | <1% | 8,697 |
| Feb 23, 2024 | 10,230 | <1% | 70,152 |
| Feb 24, 2025 | 34,517 | <1% | 102,676 |
Stock ownership policies:
- Ownership requirements: three times salary for non-CEO NEOs; six times for CEO .
- Phase-in/compliance: NEOs have five years to meet guidelines; unvested options/SARs excluded; effective Jan 1, 2023, unvested performance shares excluded from compliance; no share sales permitted until guidelines are satisfied (hardship exception possible) .
- As of Dec 31, 2022, Kozak was within the five-year phase-in period and accumulating shares .
Insider transactions and potential selling pressure:
- RSU vesting cadence (one-third annually) suggests periodic withholding/sales for taxes near vest dates; example reporting includes Form 4 filings indicating RSU-related activity in March 2024 and March 2025 .
Employment Terms
Change-in-control and severance economics:
- Double-trigger CIC agreements; no excise tax gross-ups; rolling three-year term (renews annually) .
- Material divestment added to acceleration terms in 2024 (qualifying termination following CIC or material divestment accelerates RSUs/SARs/PSUs per plan terms) .
Illustrative potential payments (as of measurement dates):
| Scenario Element | 2022 (12/31) | 2023 (12/31) | 2024 (12/31) |
|---|---|---|---|
| RSUs (unvested and accelerated) | $32,821 | $237,690 | $297,952 |
| Multiple of Base Salary | $820,000 | $820,000 | $852,800 |
| Multiple of Target AIP | $533,000 | $533,000 | $554,320 |
| NQ RSIP & Unpaid Deferred Comp | $0 | $11,212 | $33,428 |
| RSIP | $30,932 | $85,758 | $143,445 |
| Life Insurance Proceeds (death) | $400,000 | $800,000 | $800,000 |
| Total (CIC Involuntary/Good Reason) | $1,416,753 | $1,687,660 | $1,881,945 |
Termination/change-in-control framework (Kozak):
- Benefits upon CIC with qualifying termination include multiples of base salary and target annual incentive, and acceleration of unvested equity; unpaid earned AIP for the year is not incremental .
Investment Implications
- Strong retention features: double-trigger CIC, rolling three-year term, and broad equity acceleration upon qualifying termination support management continuity but also create a potential bid for shares in M&A/divestment scenarios; no excise tax gross-ups is governance-friendly .
- Pay for performance: Zero PSU payouts on two recent cycles due to very low relative TSR (5th and 4th percentile), compressing realized equity comp and limiting windfalls; RSUs and SARs retain service/stock price alignment .
- AIP alignment: Corporate BUC (cash/returns proxy) drives 80% of Kozak’s AIP, with strategic and ESG goals comprising the balance; 2023 payout at 160.1% fell to 85.5% in 2024, consistent with lower BUC performance—reducing near-term cash awards and selling pressure from tax withholdings .
- Ownership build underway: Beneficial ownership increased meaningfully from 2023 to 2025 while still below 1% of shares outstanding; stock ownership guidelines restrict sales until compliance is achieved, mitigating insider selling overhang .
- Net signal: Realized pay leans on service-based RSUs/SARs amid PSU underperformance; retention protections are balanced by shareholder-friendly elements. Monitor Form 4s around March vest dates for tax-related dispositions rather than directional selling .