Independent
Tenure on this board
11.3 yrs
Also a director at
Liqtech International Inc (LIQT)
6 nominees · 4 ballot items.
Stockholders will vote to elect six directors; approve, on a non-binding advisory basis, executive compensation (‘Say on Pay’); ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026; approve Amendment No. 1 to the Energy Recovery, Inc. 2020 Incentive Plan to add 5,000,000 shares; and consider any other properly presented business.
Election of six (6) directors to serve for one-year terms until the 2027 Annual Meeting.
Advisory (non-binding) proposal to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
This advisory “say on pay” proposal asks shareholders to approve the disclosed 2025 compensation of the named executive officers, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management seeks this non-binding endorsement to validate its compensation philosophy—emphasizing pay-for-performance, significant at-risk compensation, and long-term equity incentives (50% RSUs and 50% PSUs in 2025)—and to demonstrate alignment between executive pay and company performance. The proxy describes annual cash incentives (AIP) tied to rigorous MBOs (revenue, adjusted EBITDA, wastewater and CO2 revenue) measured on sliding scales and long-term PSUs tied to three‑year cumulative revenue and adjusted EBITDA. The board’s rationale emphasizes retention and alignment goals, use of independent compensation consultants, governance safeguards (no repricing, clawback policy, double-trigger CIC protections, stock ownership guidelines), and the Compensation Committee’s oversight. The filing also discloses that 2025 AIP payouts were zero because MBO attainment fell below minimum thresholds, while limited, discretionary key contributor bonuses were later awarded to select executives for specific 2025 contributions; the Compensation Committee did not otherwise use upward discretion. The Board cites prior strong shareholder support (86.1% in 2025) and commits to considering the current vote outcome when making future compensation decisions. For an analyst, the proposal signals management’s continued reliance on a balanced mix of cash and performance-contingent equity to drive long-term value, but also highlights potential near-term execution risk given missed MBO thresholds; investors should weigh pay design, realized outcomes (zero AIP in 2025), retention needs, and governance safeguards when forming a view.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve Amendment No. 1 to increase the share reserve under the 2020 Incentive Plan by 5,000,000 shares to support future equity awards for employees, directors and consultants.
This proposal requests shareholder approval to amend and restate the Company’s 2020 Incentive Plan to add 5,000,000 shares to the plan reserve for future equity awards. Management argues the increase is needed to continue granting RSUs, PSUs, options and other awards that align employees’ and directors’ interests with shareholders, facilitate retention, and support the company’s long-term strategy. The filing provides context on historical usage: total equity awards granted in 2023–2025, current outstanding awards (~2.68M underlying options and ~1.30M unvested RSUs as of Dec 31, 2025), shares available for grant (1,648,665 as of April 6, 2026), and a three‑year average burn rate of ~1.84%; management projects the additional 5M shares (aggregate reserve ~6.65M) would represent roughly 12.7% of outstanding common stock. The board highlights governance protections in the plan—independent Compensation Committee administration, annual and individual award caps, no repricing without shareholder approval, no evergreen provision, minimum vesting rules, double-trigger CIC treatment and anti-liberal share counting—to mitigate dilution and governance concerns. For analysts, the material trade-off is dilution versus retention/incentive capacity: the additional shares reduce potential future EPS and shareholder ownership percentages but permit the company to continue performance‑linked long-term incentive programs (notably PSUs tied to multi-year revenue and adjusted EBITDA) that management views as necessary for growth. Investors should consider historical grant rates, plan governance features, projected hiring/retention needs, and potential dilution when assessing the rationale and impacts of this amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERIPRISE FINANCIAL INC | 8.3% | 4,276,415 | $43M |
| 2 | Amundi | 5.4% | 2,767,668 | $28M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,230,270 | $22M |
| 4 | BlackRock, Inc. | 3.9% | 1,989,362 | $20M |
| 5 | FIL Ltd | 3.8% | 1,981,276 | $20M |
| 6 | BlackRock, Inc. | 3.8% | 1,965,922 | $20M |
| 7 | Legal General Group Plc | 3.7% | 1,890,174 | $19M |
| 8 | STATE STREET CORP | 3.4% | 1,772,948 | $18M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.4% | 1,261,661 | $13M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,110,882 | $11M |
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