The 2013 Equity and Incentive Plan as amended (the "2013 Plan") authorizes the issuance of up to 13.7 million shares of the Company's common stock for use in paying incentive compensation awards in the form of stock options or other equity awards such as restricted stock, restricted stock units ("RSUs"), stock appreciation rights ("SARs") or performance share units ("PSUs"). Of the 13.7 million shares authorized, a maximum of 9.7 million shares may be issued for awards other than option rights or SARs, as defined in the 2013 Plan. The 2016 Non-Employee Directors' Long-Term Equity Compensation Plan, as amended (the "2016 Plan"), authorizes the issuance of up to 800 thousand shares of the Company's common stock for equity awards. Both plans have been approved by the Company's stockholders. At December 31, 2024, there were 3.2 million shares available for granting equity awards under the 2013 Plan, of which 2.3 million shares were available for awards other than option rights or SARs. At December 31, 2024, there were 101 thousand shares available for granting equity awards under the 2016 Plan.

The Board approves the granting of performance-based RSUs as the long-term equity component of director, officer and certain key employee compensation. The RSUs require no payment from the recipient and compensation cost is measured based on the market price of the Company's common stock on the grant date and is generally recorded over the vesting period. RSUs granted to officers and certain key employees in 2022, 2023 and 2024 either vest on a pro-rata basis over three years or upon obtainment of specified retirement or years of service criteria. The vesting period for RSUs granted to non-employee directors is one year and each RSU is exchanged for an equal number of shares of the Company's common stock upon vesting for awards issued under the 2016 and 2013 Plans. There is no option for cash payment.

The following table summarizes RSUs issued and the compensation expense recorded for the years ended December 31, 2024, 2023, and 2022:


	RSUs (a)	Weighted Average Fair Value	Expense
(Dollars in thousands, except per unit)			2024		2023		2022
Directors:











2021	23,224	21.53	—		—		167
2022	63,696	7.85	—		167		333
2023	80,705	9.03	213		516		—
2024	80,125	7.80	406		—		—
Employees:











2019	270,864	22.25	—		—		320
2020	522,087	8.22	—		90		800
2021	343,125	18.62	157		946		1,355
2022	450,915	12.36	1,035		1,095		1,547
2023	926,010	7.09	1,962		1,722		—
2024	825,499	8.22	2,565		—		—
Total			$	6,338	$	4,536	$	4,522

The Board approves the granting of SARs to officers and certain key employees under the 2013 Plan. The SARs generally vest on a pro-rata three-year basis from the grant date or upon specified retirement or years of service criteria and expire no later than ten years after the grant date. The exercise price of the SARs is equal to the fair value of Enviri common stock on the grant date. Upon exercise, shares of the Company's common stock are issued based on the increase in the fair value of the Company's common stock over the exercise price of the SAR. SARs do not have an option for cash payment.



	Number of Shares Granted	Risk-free Interest Rate		Dividend Yield		Expected Life (Years)	Volatility		SAR Grant Price		Fair Value of SAR

March 2022 Grant	312,987	1.67	%	—	%	6.0	60.3	%	$	12.65	$	7.20
September 2022 Grant	10,000	3.56	%	—	%	6.0	60.6	%	$	5.02	$	2.97
October 2022 Grant	10,000	4.10	%	—	%	6.0	61.3	%	$	5.26	$	3.17
December 2022 Grant	10,000	3.75	%	—	%	6.0	62.4	%	$	6.15	$	3.72
March 2023 Grant	404,594	4.20	%	—	%	6.0	62.6	%	$	7.45	$	4.56
May 2023 Grant	48,427	3.48	%	—	%	6.0	63.0	%	$	9.31	$	5.64
March 2024 Grant	567,967	4.04	%	—	%	6.0	63.4	%	$	8.20	$	5.04



	Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions) (b)




















Outstanding, December 31, 2023	2,303,018	$	13.01	$	1.30
Granted	567,967	8.20
Exercised	(6,563)	7.45
Forfeited/Expired	(246,204)	21.31
Outstanding, December 31, 2024	2,618,218	$	11.20	$	0.40


	SARs Outstanding					SARs Exercisable
Range of Exercisable Prices	Vested	Non-vested	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life in Years	Number Exercisable	Weighted-Average Exercise Price per Share
$5.02 - $13.70	1,103,357	928,964	$	9.07	6.30	1,103,357	$	9.69
$16.53 - $22.51	585,897	—	18.58		2.65	585,897	18.58

	1,689,254	928,964	$	11.20	5.48	1,689,254	$	12.77

Total compensation expense related to SARs was $2.1 million, $1.5 million and $1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, total unrecognized compensation expense related to non-vested SARs was $2.8 million, which will be recognized over a weighted average period of 1.3 years.

Weighted-average grant date fair value of non-vested SARs for the year ended December 31, 2024 was as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value






















Non-vested shares, December 31, 2023	598,304	$	5.51
Granted	567,967	8.20
Vested	(220,327)	6.17
Forfeited	(16,980)	5.16
Non-vested shares, December 31, 2024	928,964	$	5.07

The Board approves the granting of PSUs to officers and certain key employees that may be earned based on the Company's total shareholder return over the three-year performance period. PSUs are paid out at the end of each performance period based on the Company’s performance, which is measured by determining the percentile rank of the total shareholder return of the Company's common stock in relation to the total shareholder return of a specific peer group of companies. The peer group of companies utilized is the S&P Smallcap 600 Industrials Index. The payment of PSUs following the performance period will be based in accordance with the scale set forth in the PSU agreements, and may range from 0% to 200% of the initial grant. PSUs do not have an option for cash payment.


	PSUs Issued
	Number of Shares Granted	Risk-free Interest rate		Dividend Yield		Expected Life (Years)	Volatility		Fair Value per PSU

March 2022 Grant	500,624	1.59	%	—	%	2.83	50.4	%	$	16.54
March 2023 Grant	758,965	4.67	%	—	%	2.82	43.9	%	$	10.91
May 2023 Grant	29,337	3.75	%	—	%	2.65	41.5	%	$	15.24
March 2024 Grant	778,702	4.26	%	—	%	2.81	39.8	%	$	12.04

Total compensation expense related to PSUs was $8.3 million, $5.9 million and $4.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, total unrecognized compensation expense related to non-vested PSUs was $7.3 million, which will be recognized over a weighted average period of 1.7 years.



	Number of Shares	Weighted-Average Grant Date Fair Value


































Non-vested shares, December 31, 2023	1,108,256	$	12.87
Granted	767,699	12.04
Vested, not issued (a)	(339,496)	16.54

Forfeited	(79,071)	12.80

Non-vested shares, December 31, 2024	1,457,388	$	11.58

(a) The measurement period for PSUs issued in 2022 ended on December 31, 2024 and these shares vested but will not be issued until the Board certifies the measurement period results in early 2025. A total of 0 shares are expected to be issued.

In connection with the Company's appointment of its interim Senior Vice President and Chief Financial Officer ("ICFO") in August 2022, a monthly common stock grant equal to $0.1 million determined at the closing price of the Company's common stock on the last trading day of each month was issued as part of the ICFO's compensation through the end of his service date in October 2023. During the years ended December 31, 2023 and 2022, the Company issued 124,106 and 87,765 shares, respectively recorded and compensation expense of $0.9 million and $0.5 million, respectively.