Timothy M. Laurion
About Timothy M. Laurion
Independent director of Enviri Corporation (NVRI) since February 2023; age 66. Laurion retired from Bank of America in November 2022 after a 41-year career as Managing Director and Senior Corporate Banker in Global Corporate & Investment Banking, with deep coverage of environmental services; BA (Bowdoin), MBA (Suffolk), and CFA charterholder . He qualifies as an Audit Committee financial expert and is designated independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America (Global Corporate & Investment Banking) | Managing Director, Senior Corporate Banker | ~1981–Nov 2022 (41 years) | Covered Environmental Services for 30+ years; structured/arranged >$100B of credit facilities; advised on capital raising, M&A, capital allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company directorships disclosed for Laurion in the proxy . |
Board Governance
- Independence and leadership: Classified independent; currently serves on two fully independent committees (Audit; Governance). Not a committee chair; Board has a Lead Independent Director structure (lead role transitioning to Edgar Purvis Jr. post-2025 AGM) .
- Committees and expertise: Audit Committee member and SEC-designated “audit committee financial expert”; Governance Committee member .
- Attendance: Board held 9 meetings in FY2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting virtually. Committee meetings in 2024: Audit (6), MD&C (7), Governance (5) .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
Fixed Compensation
- Structure: Annual cash retainer ($75,000), committee member retainers ($10,000 per committee), committee chair retainer ($17,500 in lieu of member fee), Lead Director retainer ($35,000), plus per-meeting fees only for meetings in excess of the scheduled cadence; equity grant (RSUs) target $125,000 annually; directors may defer fees and RSUs into cash/phantom shares .
- Actual cash earned:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) – T. M. Laurion | $80,290 | $94,992 |
Performance Compensation
- Director equity is time-vested RSUs (not performance-conditioned). RSUs vest at the earlier of the first anniversary of grant or the next annual meeting; settled in shares; dividend equivalents accrue and settle post-vesting .
| RSU Grants (Director) | Grant Date | Number of RSUs | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2023 Annual Director Grant (T. M. Laurion) | May 9, 2023 | 13,426 | $124,996 | Vested April 18, 2024 (next AGM) per plan terms |
| 2024 Annual Director Grant (T. M. Laurion) | May 8, 2024 | 16,025 | $124,995 | Vested April 24, 2025 (next AGM) per plan terms |
Other Directorships & Interlocks
| Type | Entity | Role/Committee | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Laurion . |
| Interlocks/conflicts | — | — | No compensation committee interlocks disclosed involving Laurion; no related-person transactions in FY2024 . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” by the Board .
- Industry/technical: 30+ years advising environmental services companies on financing, M&A, balance sheet and capital allocation .
- Education/credentials: BA (Bowdoin), MBA (Suffolk), CFA charterholder .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (as of Feb 24, 2025) | 29,451 shares; <1% of class . |
| Other stock equivalents (phantom/deferrals) | None for Laurion (—) . |
| RSUs/deferred equity held as of Dec 31, 2024 | 29,451 (sum of 2023 and 2024 director RSU grants) . |
| Stock ownership guidelines | Directors must hold 5× annual retainer; 5-year compliance window; unvested RSUs/phantom shares count. Directors with ≥5 years service were in compliance as of Dec 31, 2024; Laurion (joined 2023) is within the phase-in period . |
| Hedging/pledging | Hedging and pledging of company stock prohibited for directors and executives . |
Insider Trades
| Filing Date | Trade Date | Form | Transaction | Shares | Source |
|---|---|---|---|---|---|
| May 8, 2025 | Apr 24, 2025 | Form 4 | RSU vest/settlement into common shares in connection with director annual grant | 16,025 (vest of 2024 grant; per plan vesting at next AGM) | SEC Form 4 filing (Laurion CIK 0001967034) |
Governance Assessment
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Strengths
- Independence and expertise: Independent director with SEC-designated audit committee financial expert status; serves on Audit and Governance committees, aligning skills with financial oversight and governance .
- Engagement: Met the ≥75% attendance threshold in 2024; Board maintained regular executive sessions of independent directors, supporting oversight quality .
- Ownership alignment: Receives a significant portion of compensation in equity; beneficially owned 29,451 shares as of the 2025 record date; robust director ownership guidelines and anti-hedging/pledging policies further align interests .
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Potential conflicts and mitigants
- Prior Bank of America tenure could present perceived lender relationship risks; however, the company disclosed no related-person transactions in FY2024 and maintains a formal process for identifying/reviewing conflicts via the Governance Committee and Code of Conduct, reducing conflict risk .
- Director service limits and approval process for additional boards mitigate overboarding risks; no outside public boards disclosed for Laurion .
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RED FLAGS
- None disclosed: No related-party transactions, no pledging, and attendance met policy thresholds .
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Compensation alignment (directors)
- Mix of cash ($75k retainer plus committee fees) and annual RSUs (~$125k) is standard; Laurion’s 2024 compensation totaled $219,987 (cash + equity), consistent with peers on the Board; structure includes a deferral option to accumulate phantom shares .