Russell C. Hochman
Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary at ENVIRI
Executive
About Russell C. Hochman
Senior Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary of Enviri (NVRI) since May 2015; age 60. He leads global legal, compliance, ethics, and corporate secretary functions; previously held senior legal roles at Pitney Bowes and at international law firms in New York; J.D. (Albany Law School), B.A. (Cornell) . Company performance context for 2024: revenue ~$2.4B (largely unchanged YoY after FX/divestiture adjustments), Clean Earth operating income +20% to >$92M, consolidated adjusted BUC result at 85% of target, and zero payout on 2022 PSUs due to rTSR at 4th percentile vs S&P 600 Industrials; TRIR 0.71 and covenant net leverage reduced to 4.07x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pitney Bowes Inc. | Senior legal roles | — | Corporate legal leadership at a global technology company |
| International law firms (NY) | Senior legal roles | — | Complex corporate and compliance matters across jurisdictions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (rate) |
|---|---|---|---|---|
| Base Salary ($) | $501,806 | $551,987 | $579,586 | $599,872 (effective Jan 1, 2025) |
| Target Annual Incentive (%) | — | — | 65% of base salary | — |
| AIP Earned ($) | $238,596 | $574,425 | $322,105 | — |
| All Other Compensation ($) | $223,954 | $53,140 | $69,097 | — |
| Total Compensation ($) | $1,655,926 | $2,135,729 | $1,975,885 | — |
Details of 2024 perquisites and benefits:
- Qualified plan contribution: $13,800; Executive physical: $3,750; Life insurance premiums: $1,718; Health insurance premiums: $15,299; HSA contribution: $1,470; LTD premiums: $700; Non-Qualified Restoration Plan contributions: $32,360; Total: $69,097 .
Performance Compensation
Annual Incentive Plan (AIP) design and outcome (2024)
| Element | Weighting | Target/Range | 2024 Result | Payout Factor |
|---|---|---|---|---|
| Enviri Consolidated BUC | 80% | Threshold 63% / Target 100% / Max 156% of target BUC; $69.7M / $110.2M / $171.5M | Adjusted BUC $89.5M (85% of target) | 85% |
| Strategic Goals | 10% | 0–200% | Achieved (e.g., innovation support and Rail transition); assessed at 75% | 75% |
| ESG Goals | 10% | 0–200% | Achieved (e.g., TRIR goal at Enviri; training and CultureLink launched); 100% | 100% |
| AIP Target | — | 65% of base salary | Final AIP earned: $322,105 | 85.5% of target |
AIP computation for Hochman (illustrative): Target $376,731; consolidated BUC factor 85%; strategic 75%; ESG 100% → overall 85.5% and payout $322,105 .
Long-Term Incentive Plan (LTIP) targets and instruments
| Item | 2024 Policy | Hochman 2024 Grant Details |
|---|---|---|
| LTIP Target (% of salary) | 150% for Hochman | Target applied per LTIP mix and grants |
| Instrument Mix (Other NEOs) | Equal RSUs, PSUs, SARs | RSUs, PSUs, SARs granted Mar 11, 2024 |
| PSUs (target units) | rTSR vs S&P 600 Industrials; Threshold 25th percentile=25%; Target 50th=100%; Max 75th=200%; cliff vest 12/31/2026 | 35,341 target PSUs (threshold 8,835; max 70,682) |
| RSUs (units) | Time-based, vest ratably over 3 years | 35,341 RSUs (grant-date value $289,796) |
| SARs (securities) | Vest ratably over 3 years; 10-year term; strike = grant-date price | 57,499 SARs at $8.20 strike (grant-date value $289,795) |
| 2022–2024 PSU cycle | rTSR percentile outcome drives payout | TSR at 4th percentile → 0% payout (no PSUs earned) |
2024 Vesting Events (value realized)
| Date | Shares (RSUs) | FMV at Vest | Value |
|---|---|---|---|
| Mar 1, 2024 | 3,642 | $8.26 | — |
| Mar 4, 2024 | 5,510 | $8.27 | — |
| Mar 7, 2024 | 12,349 | $8.33 | — |
| 2024 totals | 21,501 | — | $178,518 |
No SARs were exercised by Hochman in 2024 .
Equity Ownership & Alignment
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 140,657 (<1%) | As of Feb 24, 2025 |
| Other stock equivalents | 166,805 | Unvested RSUs, PSUs at target, SARs (gross basis) included; phantom shares for directors not applicable to Hochman |
| Unvested RSUs (12/31/24) | 65,549 | Market value $504,727 (at $7.70) |
| PSUs unearned (12/31/24) | 19,579 | Market/payout value $150,757 (based on threshold/estimate) |
| Stock ownership guideline | 3x salary for other NEOs | Hochman previously met guideline |
| Hedging/Pledging | Prohibited for executives/directors | Insider Trading Policy bans hedging/pledging |
Selected outstanding SARs (indicative strikes/terms):
- 57,499 unexercisable at $8.20 expiring 3/11/2034
- 40,350 unexercisable at $7.45 expiring 3/7/2033
- 9,680 unexercisable at $12.65 expiring 3/4/2032
- Additional legacy SARs with strikes spanning $7.00–$22.51 and expirations 2025–2031 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Company is not party to employment contracts with NEOs |
| Change-in-control (CIC) agreement | Double-trigger; rolling 3-year term; includes material divestment alignment for equity (CIC rules) |
| CIC cash severance | 2x highest base salary + 2x highest target annual incentive (for Hochman) |
| Equity upon CIC/material divestment | Unvested outstanding awards subject to same treatment as CIC; accelerated per award terms upon qualifying termination |
| Tax gross-ups | None; benefits may be reduced to avoid excise tax (no gross-up) |
| Clawback | Recovery of wrongfully earned performance-based comp upon material restatement (Dodd-Frank) |
| Insider trading policy | Prohibits hedging/pledging; blackout compliance required |
Illustrative CIC termination compensation for Hochman (as of 12/31/24):
- Cash multiples: Base $1,159,172; Target AIP $753,462
- RSUs accelerated: $504,727
- NQ RSIP and deferred comp: $294,645; RSIP balance: $1,008,126
- Total CIC involuntary/for-good-reason scenario: $3,720,132
Deferred compensation status:
- NQ Restoration Plan 2024 contribution: $32,360; aggregate balance $294,645; 2024 aggregate earnings $54,710 .
Compensation Structure Analysis
- Pay mix is performance-heavy: for other NEOs, ~71% variable at target; CEO 82% variable; NEO ownership guidelines reinforce alignment (3x salary for other NEOs) .
- AIP design sharpened in 2024 with raised thresholds and balanced non-financial goals; 2025 AIP shifts from BUC to Adjusted EBITDA and Adjusted Free Cash Flow for transparency and capital discipline .
- PSU payouts for 2022–2024 were 0%, evidencing strict pay-for-performance when TSR underperforms .
- Governance protections: no option/SAR repricing without stockholder approval; minimum 1-year vesting; clawback; anti-hedging/pledging; double-trigger equity treatment .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~94%; management cites strong alignment and ongoing investor engagement .
Investment Implications
- Incentives emphasize FCF/EBITDA and rTSR, with zero PSU payout reinforcing downside alignment; 2025 AIP migration to EBITDA/FCF may reduce accounting adjustments risk and tighten cash discipline .
- Upcoming vesting cadence (RSUs vesting ratably; PSUs cliff in 2025/2026) could create episodic liquidity events, though pledging and hedging are prohibited; 2024 showed no SAR exercises and modest RSU vesting value for Hochman, suggesting limited near-term selling pressure from options .
- CIC terms are shareholder-favorable (double-trigger, no gross-ups) yet provide meaningful retention value (2x salary+bonus, equity acceleration), balancing retention vs. payout risk in strategic change scenarios .
- Strong governance and safety outcomes (TRIR 0.71) support execution quality, but rTSR underperformance in 2022–2024 highlights residual equity value risk until sustained performance improves; AIP paid below target (85.5%) for Hochman aligns with mixed BUC delivery .
Appendix: Key 2024 Company Performance References
- Revenue ~$2.4B; Clean Earth revenue $940M (+1%), operating income >$92M (+20%); Harsco Rail $291M; covenant net leverage 4.07x; TRIR 0.71 .
- Adjusted Enviri consolidated BUC $89.5M (85% of target); PSU rTSR result for 2022–2024 at 4th percentile (0% payout) .
- Policy and governance: clawback, anti-hedging/pledging, minimum vesting, no repricing .