Rebecca M. O’Mara
About Rebecca M. O’Mara
Independent director since 2023 (Age 59 as of March 1, 2025), Rebecca M. O’Mara serves on Enviri’s Management Development & Compensation (MD&C) and Governance Committees and is affirmatively classified as independent under NYSE and SEC rules . She previously led Stanley Industrial Services (Stanley Black & Decker) as President and held senior roles at Grundfos and Sullair; earlier career stops include Caterpillar, Fiat Industrial SpA, and AT&T, with recognized leadership in sustainability and diversity initiatives . O’Mara holds a BA in Finance (University of Illinois at Chicago) and an Executive MBA from Northwestern University’s Kellogg School of Management and also serves as a director at Kadant Inc. .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker (Stanley Industrial Services) | President | Prior to joining Enviri Board | Created a new business focused on sustainability and services; leveraged AI to drive continuous improvement and new revenue |
| Grundfos (Americas) | Vice President, Service & Solutions | Prior to Enviri Board | Led service/solutions across Americas region |
| Sullair, LLC (Hitachi) | Vice President | Prior to Enviri Board | Built remanufacturing program and a top-performing compressor offering |
| Caterpillar; Fiat Industrial SpA; AT&T | Various roles | Early career | Founded/led ERGs at Caterpillar and AT&T; notable DEI recognitions |
External Roles
| Organization | Role | Since/Status | Notes |
|---|---|---|---|
| Kadant Inc. | Independent Director | Current | Listed as a current directorship in Enviri’s proxy and her 8‑K appointment release |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined O’Mara is independent under NYSE/SEC rules |
| Committees | MD&C and Governance (non‑chair) |
| Years on Board | Director since 2023; “Years on Board: 2” as of March 1, 2025 in proxy summary |
| Attendance | Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024 |
| Annual Meeting Attendance | All directors serving at the time virtually attended the 2024 Annual Meeting |
| Executive Sessions | Independent directors held 5 meetings in 2024 |
| Lead Independent Director | Board intends to elect Edgar M. Purvis, Jr. as Lead Independent Director following the 2025 Annual Meeting |
| Other Governance Practices | Anti‑hedging and clawback policies; majority voting; annual elections; board diversity policy; director share ownership requirements |
Fixed Compensation
| Program Element (Non‑Employee Directors, 2024) | Amount/Terms |
|---|---|
| Annual Cash Retainer | $75,000 |
| Lead Director Retainer | $35,000 (in addition to annual retainer) |
| Committee Chair Retainer | $17,500 (Audit, MD&C, Governance); paid in lieu of member retainer |
| Committee Member Retainer | $10,000 per committee |
| Meeting Fees | Only for meetings beyond the set schedule: $1,500 (in‑person/telephonic Board or in‑person committee) or $750 (telephonic committee) per excess meeting |
| Deferred Compensation Plan | Available for fees and RSUs (interest‑bearing or phantom share accounts) |
| Director Stock Ownership Guideline | 5x annual retainer; five years to comply; vested/unvested RSUs and phantom shares count |
| O’Mara – 2024 Director Cash and Total Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $94,992 (reflects retainer(s) and committee fees) |
| Stock Awards (Grant‑date Fair Value) | $124,995 |
| Total | $219,987 |
Performance Compensation
| O’Mara – 2024 Equity Award Details | Terms |
|---|---|
| Equity Type | RSUs under the 2016 Non‑Employee Directors’ LT Equity Compensation Plan |
| Grant Date and Shares | May 8, 2024; 16,025 RSUs |
| Grant‑Date Fair Value | $124,995 |
| Vesting | Earlier of the first anniversary of grant or the 2025 Annual Meeting (expected April 24, 2025); accelerated upon death/disability/mandatory retirement; pro‑rata for other terminations |
| Dividend Equivalents | Not paid prior to vesting; settled after vest |
| Outstanding at 12/31/2024 | 16,025 RSUs held by O’Mara |
| Plan Guardrails (Amendment No. 3) | Minimum one‑year vesting for director equity; Committee’s discretion to amend but not accelerate awards; individual annual cap $400,000 |
| Share Pool Context | Proposal to add 400,000 shares to Directors’ Plan; remaining available shares would increase from ~52,971 to ~452,971 if approved |
| Reference Price | NVRI fair market value was $9.24 on Feb 11, 2025 (for plan disclosure context) |
Other Directorships & Interlocks
- Current public company board: Kadant Inc. (independent director) .
- Compensation Committee interlocks: None. MD&C members (including O’Mara) were not officers/employees and no member had relationships requiring Item 404 disclosure; no cross‑directorship interlocks with Enviri executives .
Expertise & Qualifications
- Industrial/manufacturing operating expertise; led new sustainability‑focused services business and applied AI for continuous improvement and revenue growth .
- Services/remanufacturing and product strategy (Grundfos, Sullair) with commercial impact .
- Recognized DEI leadership (founder/president of ERGs; NHLI Fellow; Chicago United BLC honoree; Maestro Award) .
- Finance and management credentials: BA Finance; Executive MBA (Kellogg) .
Equity Ownership
| Ownership Detail (as of Feb 24, 2025 unless noted) | Value |
|---|---|
| Beneficially Owned Shares | 29,600 (<1% of outstanding) |
| Other Stock Equivalents (phantom shares, etc.) | — (no amounts shown for O’Mara) |
| Unvested RSUs Outstanding (12/31/2024) | 16,025 |
| Director Ownership Guideline | 5x annual retainer; 5‑year compliance window; unvested RSUs and phantom shares count toward guideline |
| Hedging/Recovery Policies | Anti‑hedging and clawback policies disclosed in governance highlights and compensation sections |
Governance Assessment
-
Strengths
- Independent director with relevant operating expertise in industrial services, sustainability, and AI/automation; sits on MD&C and Governance—committees central to pay, succession, ESG, and related‑party oversight .
- No related‑party transactions disclosed for 2024 and no MD&C interlocks; supports independence and low conflict risk .
- Attendance threshold met at the board level (≥75%), and independent directors held 5 executive sessions in 2024; indicates engagement .
- Pay structure mixes cash retainer(s) with annual RSUs, plus 5x retainer ownership requirement and deferred comp availability—supports alignment .
-
Watch items / neutral considerations
- 2016 Directors’ Plan share pool increase (proposed +400,000 shares) lengthens runway for equity awards but is bounded by a $400,000 per‑director annual cap and minimum one‑year vesting; monitor dilution and grant sizing over time .
- Board refresh and investor engagement are active: independence affirmed; cooperation agreement with Neuberger Berman to add two mutually agreed independent directors in 2025—signals ongoing governance evolution .
- Say‑on‑pay passed in 2024 (65,207,508 for vs. 3,884,830 against); while executive‑focused, it can reflect broader governance sentiment .
Notes on Policies and Processes
- Governance Committee oversees related‑party transactions and director independence; Code of Conduct restricts conflicts and favors .
- Standard director Indemnification Agreement in place for non‑employee directors (including O’Mara), with advancement of expenses and defined exclusions, indicating robust D&O protections .