Tom G. Vadaketh
About Tom G. Vadaketh
Senior Vice President and Chief Financial Officer of Enviri (NVRI) since October 2023; age 62. Background: Chartered Accountant (ACA, ICAEW), U.S. CPA; MBA, University of Manchester. Prior roles include CFO of Bausch Health (Jan 2022–Oct 2023) and CFO of eResearchTechnology (Sep 2018–Dec 2021), with earlier senior finance positions at Deloitte, Procter & Gamble, and Tyco International . Company performance during his tenure: 2024 revenues rose 3% organically; Adjusted EBITDA reached $319 million (+11% organic); net leverage ratio improved to 4.07x; however 2022–2024 TSR ranked at the 4th percentile versus S&P 600 Industrials (2022 PSUs paid 0%), underscoring pay-for-performance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bausch Health Companies Inc. | Chief Financial Officer | Jan 2022–Oct 2023 | Led finance at ~$4.5B pharma/aesthetics company |
| eResearchTechnology, Inc. | Chief Financial Officer | Sep 2018–Dec 2021 | Finance leadership for global clinical services provider |
| Deloitte & Touche LLP | Audit/Finance (early career) | Not disclosed | Foundational accounting and audit experience |
| Procter & Gamble Company | Senior financial positions | Not disclosed | Multi-country senior finance roles |
| Tyco International, Ltd. | Senior financial positions | Not disclosed | Multi-country senior finance roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed |
Fixed Compensation
Base salary rates (approved by MD&C Committee):
| Metric | 2024 | 2025 |
|---|---|---|
| Annual Base Salary Rate ($) | $625,000 | $650,000 (4% increase) |
Cash compensation (as paid):
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | $132,212 | $500,000 | $17,820 | $650,032 |
| 2024 | $625,000 | $220,000 | $58,587 | $903,587 |
Annual incentive (AIP) target:
| Metric | 2024 |
|---|---|
| Target AIP (% of Salary) | 80% |
| Target AIP ($) | $500,000 |
Performance Compensation
AIP design and 2024 results:
| Metric | Weighting | Target/Mechanics | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Business Unit Contribution (BUC) | 80% | EBITDA less capital charge on controllable net tangible assets (proxy for cash flow) | 85% factor | Contributes to 88% overall AIP | Cash, paid for FY performance (no vesting) |
| Non-Financial Debt Reduction Initiatives (CFO-specific) | 20% | Reduce long-term debt via divestitures, asset disposals, working capital plan, pension contributions | 100% (target payout) | Contributes to 88% overall AIP | Cash, paid for FY performance (no vesting) |
| AIP Outcome | — | Target $500,000 | Overall 88% | $440,000 earned | — |
LTIP Awards (granted March 11, 2024):
| Vehicle | Grant Date | Count | Grant-date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| PSUs | 3/11/2024 | Target 63,517; Threshold 15,879; Max 127,034 | $764,745 | Cliff vest Dec 31, 2026; performance based on TSR vs S&P 600 Industrials; 2024 market value estimated at threshold for all NEOs |
| RSUs | 3/11/2024 | 63,517 | $520,839 | Vest one-third annually over 3 years after grant |
| SARs | 3/11/2024 | 103,340 | $520,834 | Exercise price $8.20; expire 3/11/2034 |
Outstanding equity at 12/31/2024:
| Category | Count | Value ($) | Notes |
|---|---|---|---|
| RSUs (unvested) | 233,009 | $1,794,169 | RSUs vest one-third annually |
| PSUs (unearned) | 15,879 | $122,270 | 2024 PSU value based on 25% of target for market valuation |
| SARs (unexercisable) | 103,340 | — | Exercise price $8.20; expire 3/11/2034 |
| SARs (exercisable) | 0 | — | — |
Vesting and realized value in 2024:
| Event | Shares Vested | FMV/Price | Value Realized ($) |
|---|---|---|---|
| RSUs vested (11/7/2024) | 84,745 | $7.09 | $600,842 |
LTIP target mix and scale:
| Metric | 2024 |
|---|---|
| LTIP Target (% of Salary) | 250% |
| Other NEO mix | Equal mix across PSUs, RSUs, SARs (CFO follows other NEO mix) |
Pay-for-performance calibration:
- 2022 PSU cycle paid 0% (TSR at 4th percentile), reinforcing downside alignment .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 66,993; <1% of class |
| Other Stock Equivalents | 174,755 |
| RSUs Unvested (12/31/2024) | 233,009 |
| PSUs Outstanding (unearned) | 15,879 |
| SARs Unexercisable | 103,340 @ $8.20; exp. 3/11/2034 |
| Shares Pledged | Prohibited (no pledging allowed) |
| Hedging/Short Sales | Prohibited |
| Stock Ownership Guideline | 3× salary for CFO; CEO 6× |
| Compliance Status | CFO previously met guideline; sale restrictions until guideline met (hardship exception possible) |
Note: 2023 RSU grant has remaining unvested portion of 169,492 RSUs as of 12/31/2024; RSUs vest one-third annually from grant date (first tranche vested 11/7/2024) .
Employment Terms
Program governance and agreements:
- No executive employment contracts; no option/SAR repricings; no tax gross-ups; clawback policy per Dodd-Frank/NYSE .
- Change-in-control severance agreements (rolling three-year term; amended Dec 2024 to include “material divestment”): double-trigger; CFO multiple is 2× highest base salary + 2× highest target AIP; no excise tax gross-up; equity treatment aligns between CIC and material divestment .
Potential payments (assuming event on 12/31/2024):
| Scenario | RSUs Accelerated ($) | Base Salary Multiple ($) | AIP Multiple ($) | NQ RSIP + Deferred ($) | RSIP ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Change in Control — Voluntary | $0 | $0 | $0 | $40,435 | $45,361 | $0 | $85,795 |
| CIC or Material Divestment — Involuntary not for Cause / for Good Reason | $1,794,169 | $1,250,000 | $1,000,000 | $40,435 | $45,361 | $0 | $4,129,965 |
| Cause or Voluntary (non-CIC) | $0 | $0 | $0 | $40,435 | $45,361 | $0 | $85,795 |
| Involuntary not for Cause (non-CIC) | $0 | $0 | $0 | $40,435 | $45,361 | $0 | $85,795 |
| Death | $1,794,169 | $0 | $0 | $40,435 | $45,361 | $800,000 | $2,679,965 |
| Disability | $1,794,169 | $0 | $0 | $40,435 | $45,361 | $0 | $1,879,965 |
| Retirement | $0 | $0 | $0 | $40,435 | $45,361 | $0 | $85,796 |
Compensation Structure Analysis
- Year-over-year mix: 2024 introduced SARs ($520,834) alongside PSUs ($764,745) and RSUs ($520,839); 2023 option awards were $0, reflecting a shift to include full three-vehicle LTIP mix in 2024 .
- At-risk emphasis: AIP (100% performance-based) and PSUs drove high variability; 2022 PSU cycle paid 0% (weak TSR), highlighting downside alignment .
- AIP calibration: 2024 target remained unchanged; threshold payout raised from 25% to 50% with tougher thresholds; CFO’s non-financial weighting focused entirely on debt reduction (20%) .
- 2025 changes: Financial metrics updated to Adjusted EBITDA and Adjusted Free Cash Flow (replacing BUC), sharpening visibility and accountability for profitability and cash generation .
Performance & Track Record
- Debt reduction leadership: CFO and CEO assigned 20% AIP weighting to specific debt-reduction initiatives; CFO achieved 100% payout on this component (CEO’s portion reduced via negative discretion) .
- 2024 execution: Company delivered organic revenue growth (+3%), organic Adjusted EBITDA growth (+11%), with leverage improvement; Clean Earth led profitability; continued headwinds in Harsco Environmental and Rail .
- Equity outcomes: 2024 RSU vest for CFO (84,745 shares; $600,842) and PSU cycle from 2022 paid 0%, reflecting pay-for-performance discipline .
Equity Ownership & Alignment
- Ownership guideline: CFO required to hold 3× salary; previously met guideline; shares restricted from sale until compliance achieved (hardship exception possible) .
- Governance protections: Clawback policy; prohibitions on hedging, short sales, and pledging; no option/SAR repricing; no tax gross-ups .
Employment Terms
- CIC agreement: Double-trigger; 2× salary and target AIP; equity acceleration aligned between CIC and material divestment; rolling three-year term (amended Dec 2024) .
- No employment contract: Compensation governed by plans and committee discretion; base salary merit adjustments approved annually .
Investment Implications
- Alignment: Significant unvested RSUs ($1.79M) and PSUs (cliff vest 12/31/2026) create retention and performance alignment; 2022 PSU zero payout underscores downside risk sensitivity .
- Vesting supply: One-third annual RSU vesting from Nov 2023 and Mar 2024 grants (remaining 169,492 and 63,517 unvested, respectively) implies periodic share releases; monitor Form 4s for potential selling pressure around vest dates given “no pledging” and ownership guideline compliance .
- Cash flow focus: 2025 AIP shift to Adjusted EBITDA and Adjusted FCF increases CFO accountability for operating discipline—watch quarterly free cash flow and EBITDA trends vs guidance ($305–$325m) for incentive outcomes and sentiment .
- Change-in-control economics: CFO severance at 2× salary+bonus is market-typical, with double-trigger and no gross-up; material equity acceleration only upon qualifying CIC/divestment, moderating “golden parachute” risk .