Samuel C. Fenice
About Samuel C. Fenice
Vice President and Corporate Controller at Enviri (NVRI), age 50. Tenure: Controller since August 16, 2016; joined the company in 2002 and held progressively responsible Finance roles, including two interim Corporate Controller terms. Education and credentials: B.S. in Accounting from Penn State; Certified Public Accountant. Scope: Oversees administration of corporate accounting policies and procedures, including internal and external reporting. Company performance context during his tenure: 2024 revenue ~$2.4B with environmental segments’ free cash flow up 4% YoY; Clean Earth operating income +20% to >$92M; PSU payouts tied to three‑year TSR were 0% for 2021–2023 (5th percentile vs S&P 600 Industrials) and 0% for 2022–2024 (4th percentile), evidencing tight pay‑for‑performance.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enviri (NVRI) | Internal Audit team | 2002–(progressive roles thereafter) | Foundation in controls; pipeline to Finance leadership. |
| Enviri (NVRI) | Interim Corporate Controller (two terms) | Not disclosed | Continuity in corporate controllership; supported transitions. |
| Enviri (NVRI) | Vice President & Corporate Controller | 2016–present (appointed Aug 16, 2016) | Leads accounting policy, internal/external reporting governance. |
External Roles
None disclosed in the company’s proxy/filings for Mr. Fenice.
Fixed Compensation
Specific compensation figures (salary, bonus) for Mr. Fenice are not disclosed, as he is not a Named Executive Officer (NEO) in the proxy. However, Enviri’s program design is relevant for senior leaders:
- Target mix at NEO level emphasizes variable pay: CEO ~82% variable, other NEOs ~71% (AIP + LTIP).
- No employment agreements for NEOs; governance features include clawback (Dodd‑Frank/NYSE), anti‑hedging/short sales, and no tax gross‑ups.
- Stock ownership requirements apply to senior executives; NEOs range from 3x salary (non‑CEO) to 6x (CEO).
| Element | Design Detail | Policy/Structure |
|---|---|---|
| Base Salary | Market‑competitive, reviewed annually by MD&C | No employment contracts for NEOs. |
| Benefits | Broad-based (health, disability, 401(k)) | Clawback policy; anti‑hedging/short sales prohibited. |
| Ownership | Significant share ownership requirements | NEO guidelines: 3x salary (others), 6x (CEO). |
Performance Compensation
While Mr. Fenice’s specific targets/payouts are not disclosed, the company’s frameworks and metrics governing senior leader pay are:
- Annual Incentive Plan (AIP): In 2024, weighted 80% Business Unit Contribution (BUC) and 20% non‑financial goals (strategic/ESG, CEO/CFO had debt‑reduction focus). 2024 adjusted consolidated BUC was $89.5M → 85% of target factor. For 2025, AIP financial metrics will shift from BUC to Adjusted EBITDA and Adjusted Free Cash Flow (80% combined).
- Long‑Term Incentives (LTIP): RSUs, SARs, PSUs; PSU vesting based on relative TSR vs S&P 600 Industrials (threshold 25th percentile; target 50th; max 75th). Recent cycles (2021–2023, 2022–2024) paid 0% on PSUs given TSR at 5th and 4th percentile respectively.
| Metric | Weighting | Target/Threshold | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 AIP – Consolidated BUC | 80% (corporate NEOs) | Target $110.2M; Threshold $69.7M; Max $171.5M | Adjusted BUC $89.5M → 85% of target factor | Cash, annual payout. |
| 2025 AIP – Financial metrics | 80% (combined) | Replace BUC with Adj. EBITDA and Adj. FCF | Effective for FY2025 awards | Annual cash; governance transparency. |
| PSUs – 3yr Relative TSR | n/a | 50th pct = 100%; 25th = 25%; 75th = 200% | 2021–2023 TSR 5th pct → 0%; 2022–2024 TSR 4th pct → 0% | Cliff at end of 3 years. |
Equity Ownership & Alignment
- Beneficial ownership table identifies NEOs, Directors, and “all current Directors and executive officers as a group” (14 persons) owning 1,973,962 shares (2.5% of class) as of Feb 24, 2025; Mr. Fenice is in the executive officers group but not individually itemized. Shares outstanding: 80,212,637.
- Anti‑hedging/pledging: Board members and executives are prohibited from hedging and from pledging shares or using margin accounts.
- Stock ownership requirements: Significant share ownership required for senior executives; NEO benchmarks range 3–6x salary; non‑NEO executive specifics not disclosed.
| Ownership Item | Disclosure |
|---|---|
| Exec/Director group beneficial ownership | 1,973,962 shares (2.5% of class), 14 persons, as of 2/24/2025. |
| Shares outstanding (record date) | 80,212,637. |
| Hedging/Pledging | Prohibited for executives/directors. |
| Ownership guidelines (NEO) | 3x salary (non‑CEO), 6x (CEO). |
Employment Terms
- Employment contracts: Company is not party to employment agreements with NEOs; no individual employment agreement for Mr. Fenice is disclosed.
- Change‑in‑control: Double‑trigger severance agreements are disclosed for CEO, CFO, General Counsel, CHRO, and Clean Earth President (multiples 2–3x salary+target bonus); Mr. Fenice is not listed among executives with CIC agreements. Agreements were updated in Dec 2024 to include “material divestment” provisions (for certain roles). No excise tax gross‑ups. Rolling 3‑year term.
- Clawback: Recovery of wrongfully earned performance-based compensation (including stock awards) upon material restatement; MD&C administers.
- Non‑compete/Confidentiality: Standard agreements noted for certain hires (e.g., CFO, Business President); no specific disclosure for Mr. Fenice.
| Term | Mr. Fenice | Company Policy/Notes |
|---|---|---|
| Employment agreement | Not disclosed | NEOs: none. |
| CIC severance | Not disclosed | Disclosed for CEO/CFO/GC/CHRO/Clean Earth President; double‑trigger; 2–3x salary+bonus; no tax gross‑ups. |
| Clawback | Applies company‑wide | Dodd‑Frank/NYSE aligned policy. |
| Hedging/Pledging | Prohibited | Insider Trading Policy. |
Performance & Track Record (Company context during tenure)
| Metric/Context | 2023 | 2024 |
|---|---|---|
| Consolidated Revenue | ~$2.1B (+10% YoY) | ~$2.4B (largely unchanged YoY adjusted for FX/divestitures) |
| Clean Earth Operating Income | n/a | >$92M (+20% YoY) |
| Environmental segments Free Cash Flow | +223% YoY (segments) | +4% YoY (segments) |
| PSU TSR percentile vs S&P 600 Industrials | 5th percentile (2021–2023) → 0% payout | 4th percentile (2022–2024) → 0% payout |
Compensation Committee & Governance (signals)
- Independent MD&C Committee; uses Pearl Meyer as independent compensation consultant; annual risk assessment affirms incentives not reasonably likely to cause material adverse impact.
- Compensation peer group includes diversified environmental/industrial firms (e.g., Clean Harbors, GFL Environmental, CECO, Stericycle, Minerals Technologies; refreshed in 2024/2025).
- Say‑on‑pay support strong: 98% (2023) and ~94% (2024).
Compensation Structure Analysis (pay‑for‑performance features)
- Increased performance rigor: threshold AIP payout increased (25%→50%) alongside higher threshold goals; introduction of debt‑reduction strategic goal for CEO/CFO in 2024; and 2025 shift to Adj. EBITDA and Adj. FCF enhances transparency and cash discipline.
- No PSU payout in recent cycles due to weak TSR percentile results versus peers (alignment of long‑term pay with stockholder returns).
- Governance safeguards: clawback, anti‑hedging/pledging, no tax gross‑ups, no option/SAR repricing.
Risk Indicators & Red Flags (as disclosed)
- Hedging/pledging prohibited (reduces misalignment risk).
- No tax gross‑ups; no option/SAR repricing; no single‑trigger CIC; PSU caps when TSR is negative (shareholder-friendly).
- Strong Say‑on‑Pay approvals (reduces governance overhang).
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Committee Response |
|---|---|---|
| 2023 | ~98% | Continued engagement; maintained balanced AIP scorecard and PSU TSR framework. |
| 2024 | ~94% | Reinforced pay‑for‑performance; planned AIP metric shift to Adj. EBITDA/FCF for 2025. |
Equity Ownership & Insider Activity
- Individual Form 4 insider trading details for Mr. Fenice are not provided in the proxy/8‑K excerpts reviewed; beneficial ownership table does not itemize his holdings. Group totals for directors/executive officers provided above.
- If further analysis of Form 4 transactions is required, it would rely on insider ownership/filings beyond the proxy scope.
Investment Implications
- Alignment: Strong governance architecture (clawback, anti‑hedging/pledging, no repricing, ownership requirements) and zero PSU payouts in weak TSR periods support pay‑for‑performance and reduce incentive misalignment risk for senior finance leadership.
- Retention/contractual economics: Absence of disclosed employment/CIC agreements for Mr. Fenice suggests standard corporate policies rather than bespoke severance economics; retention likely tied to career progression and equity programs rather than guaranteed cash terms.
- Near‑term selling pressure: Without itemized beneficial ownership or Form 4 data for Mr. Fenice, insider selling pressure cannot be assessed; company‑wide prohibition on pledging/hedging mitigates forced sale risk.
- Performance levers: 2025 pivot to Adj. EBITDA/FCF in AIP could tighten cash discipline and influence controllership priorities; PSU TSR framework remains a check on long‑term payouts unless relative returns improve.
╳ Notes on disclosure limits: The proxy does not list Mr. Fenice as a NEO; therefore, specific compensation amounts, equity grant details, vesting schedules, ownership breakdown, and contractual severance terms for him are not disclosed. All program and governance details above reflect company‑wide policies or NEO disclosures.