Enviri Corporation · NYSE:NVRI
Enviri — Harsco — Shareholder Meeting (March 2012)
16 slides from Enviri's shareholder meeting presentation, Mar 30, 2012
Slide 1: 2012 Stockholder Presentation
) THE WOR! 2012 Stockholder Presentation Camp Hill, Pennsylvania = March 30, 2012
Slide 2: Explanatory Note
Explanatory Note The following presentation was prepared by Harsco Corporation (the “Company”) on behalf of its Board of Directors (the “Board”) for use by those employees of the Company authorized to communicate with the media and stockholders of the Company p to its internal policies. The director
Slide 3: The Purpose of This Communication
The Purpose of This Communication = The Company would like to update its stockholders — in advance of the proxy advisory firms’ 2012 voting recommendations — as to its stockholder engagement efforts, recent stockholder-friendly changes to its pay programs and its views on the linkage between the pay
Slide 4: Results of 2011 Say-on-Pay Vote
Results of 2011 Say-on-Pay Vote = In advance of the 2011 Annual Meeting: a ISS recommended votes “against” the Company’s 2011 Say-on-Pay proposal, citing a pay-for-performance disconnect between the then-CEO's pay and Company performance; BUT a Glass Lewis votes “for” the C ’s 2011 Say-on-Pay propos
Slide 5: How Did the Company Consider the 2011 Results?
How Did the Company Consider the 2011 Results? "AFSS2 = The De and C tion Ci i (the “Committee”) has worked with management and Pearl Meyer & Partners (“PM&P”) to review and understand: a ISS’s 2011 voting recommendation and issues of concern; a Changes to ISS's pay-for-performance policy for 2012;
Slide 6: How Has the Company Engaged Stockholders?
How Has the Company Engaged Stockholders? . Additional soliciting materials were filed with the Securities and Exchange it to the Company’s largest insti in April 2014 a as = part of a larger discussion with certain institutional about the Comp: 's views on pay-for-performance. = The Company’s outsi
Slide 7: What Specific Actions has the Company Taken?
What Specific Actions has the Company Taken? “ARS&e = The Company has taken specific stockholder-friendly actions with respect to its executive compensation program since the 2011 Say-on-Pay vote, includin: Base salaries: frozen for 2012 (previously also frozen from 2010 — mid-2011); Long-term equit
Slide 8: Executive Pay Commensurate with Performance
Executive Pay Commensurate with Performance “AFSES Tesi oni = The C 's executive pay was with a The Company's TSR for the 2008 — 2010 and 2009 — 2011 periods was well below the median of our peer group*; HOWEVER a The realizable pay positioning of the Company's then-CEO for the two corresponding per
Slide 9: Base Salary
2011 Pay-for-Performance Analysis: Base Salary “ARS&2 = TheC i has i a pay-for-per culture by providing minimal base salary increases over a three-year period: a Base salaries for top executive officers frozen at 2009 levels for all of 2010 and for the first half of 2011 due to concerns about the ge
Slide 10: Annual Cash Incentives
2011 Pay-for-Performance Analysis: Annual Cash Incentives Annual Incentive Program (“AIP”) a The Company's AIP is based on aggressive EVA targets established with input by o ani third-party advisor, which prevents the Company from setting “softball” targets that are too easy to achieve; Achievement
Slide 11: LTIP
2011 Pay-for-Performance Analysis: LTIP ‘= OurLTIP targets historically have been based on EVA, are pre-established and are the sum of annual EVA targets for the three years covered by the EVA performance cycle. = The performance cycle of our LTIP awards closely links Pay with performance, as even o
Slide 12: LTIP
2011 Pay-for-Performance Analysis: LTIP Performance Years Versus Actual Payout [200s 2006 | 2007 | pa Jan ‘08 100% Paid 2006 | 2007 | 2008 | ou 400% 2007 | 2008 2009 Payable 0% Jan ‘10 2008 | 2009 | 2010 | Payable 0% Jan ‘11 2009 | 2010 | 2011 | Payable 0% Jan ‘12 = As performance has lagged since t
Slide 13: Retention Concerns
2011 Pay-for-Performance Analysis: Retention Concerns . i by ISS, the Ci i viewed the special 2010-2011 LTIP award as necessary to address retention concerns, and structured the award to be with per through the use of EVA performance targets i by ani third-party = The Committee determined that, with
Slide 14: Retention Concerns (cont'd)
2011 Pay-for-Performance Analysis: Retention Concerns (cont'd) = A portion of the Company’s LTIP awards are time-based for retention reasons. This change was made to the program in 2010 and moved LTIP awards from 100% per based to 50% per ‘based and 50% time-based. This was done after significant re
Slide 15: Pay-for-Performance Expectations
Pay-for-Performance Expectations = Performance for the Company should not be judged solely on relative total shareholder return results for the most recent 1-year and 3-year periods alone, as the Comp: 's results are imp ig: a The Company closed 2011 on an encouraging note with fourth quarter result
Slide 16: Closing Summary
Closing Summary The Company seeks to its 's to di its i p ion p' i and program. The Committee has considered the results of the 2011 Say-on-| Pay vote in making various kholder-friendly ch to the compensation program in order to enhance the compensation program and improve results for the 2012 Say-o