John S. Quinn
About John S. Quinn
Independent director since 2021; age 66. Quinn is Audit Committee Chair and an “audit committee financial expert,” with a career spanning CFO and operating leadership roles across waste and recycling and automotive distribution; he is a retired CPA. Tenure on the Board is four years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LKQ Corporation | Executive Strategic Advisor | 2020–2022 | Strategic counsel to Fortune 500 parts distributor |
| LKQ Europe (division of LKQ) | CEO & Managing Director | 2015–2019 | Led largest European aftermarket auto parts distributor |
| LKQ Corporation | EVP & CFO | 2009–2015 | Corporate finance leadership |
| Casella Waste Industries | SVP, Treasurer & CFO | 2008–2009 | Finance leadership in waste services |
| Allied Waste / Republic Services (post-merger) | CAO; SVP Finance | 2001–2008 | Senior finance roles through merger integration |
| Waste Management International plc | CAO; Finance Director | 1997–2001 | International finance leadership |
| Waste Management Inc. (Canada subsidiaries) | Financial & operational roles | 1987–1997 | Progressively senior roles; retired CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mekonomen AB (Nasdaq Stockholm) | Chairman of the Board | 2017–2021 | Served on Audit, Nomination, and Remuneration Committees |
Board Governance
- Independence: The Board determined Quinn is independent under NYSE and SEC rules.
- Committee assignments: Audit Committee Chair; Management Development & Compensation (MD&C) Committee member.
- Financial expertise: The Board designated Quinn an “audit committee financial expert.”
- Board/committee activity and attendance: Board held 9 meetings in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings. Audit (6 meetings), MD&C (7), Governance (5). Independent directors met in executive session five times in 2024.
- Service on other boards policy: Non-executive directors are limited to four public company boards (including Enviri); Audit Committee members may serve on up to three public audit committees (including Enviri). No exceptions were made.
- Auditor oversight: As Audit Chair, Quinn’s committee oversaw a 2025 auditor transition from PwC to Deloitte after PwC declined to stand for re-election; company reported no disagreements or reportable events with PwC, and no consultations with Deloitte prior to engagement.
Fixed Compensation
| Component | Program Terms (2024) | Quinn 2024 Actual |
|---|---|---|
| Annual cash retainer | $75,000 (base retainer) | $102,492 (includes committee chair/member retainers and meeting fees as applicable) |
| Committee retainers | Audit Chair $17,500; Audit Member $10,000; MD&C Chair $17,500; MD&C Member $10,000; Governance Chair $17,500; Governance Member $10,000 (chair fees in lieu of member fees) | Included in cash total above |
| Meeting fees | Only paid for meetings beyond regular schedule: $1,500 in-person/telephonic board and in-person committee; $750 telephonic committee | Included if applicable within cash total |
Note: The amounts above reflect Enviri’s non-employee director pay framework and Quinn’s actual fees in 2024.
Performance Compensation
| Equity Vehicle | 2024 Grant Mechanics | Quinn 2024 Grant Details |
|---|---|---|
| RSUs (Director Plan) | Annual grant intended value $125,000; each director granted 16,025 RSUs on May 8, 2024; vests at earlier of 1-year anniversary or 2025 annual meeting (Apr 24, 2025); dividend equivalents settle post-vesting; accelerated/pro rata vesting upon certain terminations. | Stock awards (grant-date fair value): $124,995; 16,025 RSUs grant; expected to vest Apr 24, 2025. |
Additional plan governance:
- 2016 Directors’ Plan amendment (to be voted 2025): increase share reserve by 400,000 (to 1,200,000), impose minimum one-year vesting (with limited exceptions), limit single-participant annual awards to $400,000.
- Equity grant timing practices avoid MNPI windows; no grants near major filings in 2024.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Quinn in 2025 proxy.
- Compensation committee interlocks: None—no MD&C member (including Quinn) served as an officer/employee of Enviri or had interlocks requiring disclosure.
Expertise & Qualifications
- Audit and financial expertise: Audit Committee financial expert; retired CPA; former CFO at LKQ and senior finance roles at multiple public waste firms.
- Industry experience: Extensive operational experience in waste and recycling, directly aligned with Enviri’s environmental services strategy.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/24/2025) | 21,831 shares; <1% of class. |
| Other stock equivalents (2/24/2025) | 13,426 (includes notional phantom shares from deferred director fees; non-voting; cash-settled). |
| RSUs/deferred equity outstanding (12/31/2024) | 29,451 (RSUs and deferred equity awards). |
| Director stock ownership guideline | 5× annual retainer; five years to comply; RSUs and phantom shares count toward guideline. |
| Hedging/pledging | Hedging prohibited; no pledging permitted by executives and non-employee directors. |
| Deferred compensation | Directors may defer cash and RSUs into interest-bearing or phantom share accounts; phantom shares accrue dividend equivalents and are cash-settled. |
Governance Assessment
-
Strengths
- Independent Audit Chair with recognized financial expertise and deep domain experience in waste/recycling—well-aligned to Enviri’s risk profile.
- Robust director pay structure with modest cash retainers and majority equity via annual RSUs; ownership guideline of 5× retainer enhances alignment.
- Strong policies: anti-hedging/anti-pledging, majority voting with resignation policy, annual director elections, regular executive sessions.
- Audit oversight through auditor transition with no disagreements or reportable events disclosed.
- No related-party transactions in 2024; no MD&C interlocks.
-
Watch items / potential risks
- Auditor change requires continued vigilance in 2025 implementation; Audit Committee should monitor transition execution and audit quality. (Context from disclosed change and timing)
- As a relatively recent appointee (director since 2021), Quinn is still within the five-year window for meeting stock ownership guidelines; continued accumulation expected per policy.
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $102,492 |
| Stock awards (grant-date fair value) | $124,995 |
| Total | $227,487 |
Notes: 2024 director compensation framework includes annual $75,000 cash retainer, committee chair/member retainers, and standard annual RSU grant targeted at $125,000. Additional meeting fees only apply for meetings above the established calendar.
Board Attendance & Engagement (2024)
| Item | Detail |
|---|---|
| Board meetings held | 9 |
| Committee meetings held | Audit 6; MD&C 7; Governance 5 |
| Director attendance | Each director attended ≥75% of aggregate Board and applicable committee meetings |
| Independent director executive sessions | 5 sessions |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval: approximately 94% of votes cast supported NEO compensation; ongoing investor engagement disclosed.
Related-Party Transactions and Conflicts
- Company reported no related-person transactions in 2024 requiring disclosure under Item 404.
- Governance Committee oversees related-person transaction policy; annual D&O questionnaires and conflict-of-interest controls in Code of Conduct.
Summary Implications for Investors
- Quinn’s profile—retired CPA, former CFO/COO experience, and sector depth—supports robust financial oversight as Audit Chair, reinforced by “financial expert” designation.
- Compensation alignment is solid: majority of director pay in equity with ownership requirements, anti-hedging, and no pledging—supportive of long-term alignment.
- No disclosed conflicts, interlocks, or related transactions; oversight of auditor transition occurred without reported disagreements—generally positive for investor confidence.