Nicholas C. Fanandakis
About Nicholas C. Fanandakis
Independent director nominee at Enviri (NVRI), age 68, with 40 years at DuPont including CFO (2009–2019) and Senior Adviser to the CEO (2020–2022). Nominated as part of the Board’s refresh and a Cooperation Agreement with Neuberger Berman; currently not assigned to NVRI committees and has 0 years of board tenure at NVRI as of March 1, 2025 . The Board affirmatively determined he is independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont | Executive Vice President & Chief Financial Officer | 2009–2019 | Led merger with Dow Chemical and subsequent separations . |
| DuPont | Senior Adviser to the CEO | 2020–2022 | Strategic advisory post-retirement . |
| DuPont Chemical Solutions Enterprise | Vice President & General Manager | 2003–2007 | Operated global businesses . |
| DuPont Corporate Plans | Vice President | 2007 onward (before CFO) | Corporate planning leadership . |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Duke Energy Corporation | Director | Audit Committee Chair; Compensation and People Development Committee member . |
| FTI Consulting, Inc. | Director | Audit Committee Chair . |
| ITT Inc. | Former Director | Not specified in proxy . |
Board Governance
- Independence: Board concluded Fanandakis is independent; nominated amid a refresh, with eight of nine directors independent pre‑meeting .
- Committee assignments: N/A at NVRI as of March 1, 2025; under the Cooperation Agreement, any Agreed Appointee will be appointed to at least one standing committee upon joining .
- Attendance and engagement: The Board met 9 times in 2024; all directors attended at least 75% of board/committee meetings. Independent directors held five executive sessions in 2024 .
- Governance practices: Majority voting with resignation policy; three fully independent committees; lead independent director; anti-hedging/pledging; director stock ownership requirement; limits on service on other public company boards .
Fixed Compensation
NVRI non‑employee director program (2024 structure; applies to independent directors generally):
| Element | Amount/Terms |
|---|---|
| Annual retainer (cash) | $75,000 . |
| Lead Director retainer | $35,000 (in addition to annual) . |
| Committee chair retainer | $17,500 (Audit, MD&C, Governance; in lieu of member retainer) . |
| Committee member retainer | $10,000 . |
| Meeting fees (in excess of regular cadence) | $1,500 per in‑person/telephonic Board and in‑person committee; $750 per telephonic committee . |
| Deferred Compensation Plan | Cash/phantom share accounts; phantom shares earn dividend equivalents; cash‑settled . |
Notes:
- Directors actively employed by the company receive no additional fees; no consulting/professional fees paid to directors .
- 2024 cash fees by incumbent directors ranged from ~$94,992 to ~$129,996 depending on roles; Fanandakis was not a director in 2024 .
Performance Compensation
NVRI non‑employee director equity program (time‑based RSUs; no performance metrics):
| Feature | Details |
|---|---|
| Annual RSU grant value | $125,000 . |
| 2024 RSU grant specifics | 16,025 RSUs granted May 8, 2024; grant‑date fair value $124,995; vest April 24, 2025 . |
| Vesting policy (Director Plan) | Minimum one‑year cliff vest; accelerated in specified cases (death, disability, mandatory retirement); pro‑rata on other terminations . |
| Dividend equivalents | Not paid before vesting; settled post‑vesting . |
| Award cap | Max $400,000 per participant per calendar year (as amended) . |
| Share pool (amendment) | Increase from 800,000 to 1,200,000 shares; ~452,971 remaining if approved . |
| Grant timing controls | No grants within 4 business days before/1 day after filings disclosing MNPI; committee assesses MNPI for off‑cycle grants . |
| FMV reference | $9.24 per share on Feb 11, 2025 (illustrative) . |
Other Directorships & Interlocks
| Company | Relationship to NVRI | Potential Interlock/Conflict |
|---|---|---|
| Duke Energy | External board service | None disclosed by NVRI; Board reviews independence and related relationships; Fanandakis determined independent . |
| FTI Consulting | External board service | None disclosed; independence affirmed . |
| ITT Inc. (prior) | Former external board service | None disclosed . |
- Related party transactions: NVRI disclosed no related‑person transactions requiring Item 404 disclosure for FY2024 .
- Nomination context: Fanandakis’ nomination occurred under a Cooperation Agreement with Neuberger Berman; appointees must be independent of NB and meet NYSE independence .
Expertise & Qualifications
- Deep finance and operations credentials from DuPont CFO role (2009–2019) and executive leadership across materials/energy/consulting industries .
- Transaction experience: M&A leadership through the Dow–DuPont merger and separations .
- Governance expertise: Current Audit Committee Chair at Duke Energy and FTI Consulting; brings financial oversight capabilities to NVRI .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Other Stock Equivalents |
|---|---|---|---|
| Nicholas C. Fanandakis (Director nominee) | — | * | — . |
- Ownership guidelines: Directors must hold 5× annual retainer within 5 years; RSUs and phantom shares count toward compliance. All directors with ≥5 years of service were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and executives (short sales; options; collars; pledging/margin accounts) .
Governance Assessment
- Board effectiveness: Fanandakis adds seasoned CFO and audit leadership; independence established; expected committee assignment under the Cooperation Agreement should embed him in oversight rapidly .
- Alignment: Initial beneficial ownership shows no NVRI shares as of Feb 24, 2025; policy requires building stake (5× retainer within five years), with annual RSU grants supporting alignment over time .
- Shareholder‑influenced refresh: Nomination pursuant to Neuberger Berman agreement signals constructive investor engagement and Board refresh; appointees are mandated to be independent of NB and to join at least one committee, mitigating interlock risk .
- Attendance/governance quality: NVRI’s 2024 attendance thresholds met by all directors; strong governance practices (majority voting, resignation policy, independent committees, anti‑hedging/pledging) bolster investor confidence .
- RED FLAGS: None disclosed regarding related party transactions, hedging/pledging, or low engagement; monitor for potential “overboarding” given two external audit chair roles, noting NVRI limits service on other public boards in its principles .
- Say‑on‑Pay context: 94% approval in 2024 supports overall compensation governance framework, though NEO‑focused; positive for governance sentiment .