Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Enviva Inc. (the "Company") announced today that John Keppler, Chairman and
Chief Executive Officer, has stepped down from his responsibilities to pursue
medical and surgical treatment to address a cardiac valve issue, effective
November 14, 2022 (the "Separation Date"). Mr. Keppler co-founded the Company
with Thomas Meth in 2004 and served as the Chief Executive Officer of the
Company and as Chairman of the Board of Directors of the Company (the "Board")
prior to his separation. In connection with the termination of his employment
with the Company, Mr. Keppler also resigned from his role as Chairman of the
Board. Mr. Keppler's resignation did not result from any disagreement with the
Company on any matter relating to the Board or the Company's management,
operations, policies, or practices.The Company expects Mr. Keppler to return as
an active Executive Chairman during the first quarter of 2023 and to remain
available to the Company until his return. The Company has entered into a mutual
separation agreement and release ("Separation Agreement") with Mr. Keppler as
well as a consulting agreement with respect to his ongoing service as a
strategic advisor to the Company ("Consulting Agreement").
In connection with Mr. Keppler's separation from the Company, the Compensation
Committee of the Board (the "Compensation Committee") approved the following
separation payments for Mr. Keppler, effective on his Separation Date: (i) the
bonus he would have been entitled to for the year ended December 31, 2022,
pro-rated based on 2022 service through November 14, 2022, and paid with respect
to targeted individual performance of Mr. Keppler and actual performance of the
Company at the same time bonuses are paid to executives generally in 2023, and
(ii) the amounts to which Mr. Keppler is entitled pursuant to
Section 6(f)(ii) of the employment agreement between Mr. Keppler and Enviva
Management Company, LLC. In addition, the Consulting Agreement provides for
compensation of $25,000 per month. The term of the Consulting Agreement is
through March 31, 2023, but will automatically be extended monthly thereafter
until terminated by either party, for any reason, at any time.
Simultaneous with Mr. Keppler's separation, the Board appointed Thomas Meth as
Chief Executive Officer, effective November 14, 2022 (the "Appointment Date"),
and Mr. Meth will retain his title as President. Mr. Meth co-founded the Company
beginning with Intrinergy, the predecessor to our former sponsor, in 2004, where
he served as Executive Vice President, Sales and Marketing continuously through
the transition of Intrinergy to Enviva and with the general partner of Enviva
Partners, LP beginning in November 2013. He subsequently served as Executive
Vice President and Chief Commercial Officer of the Company until his appointment
as President in June 2022. In such roles, Mr. Meth has been responsible for
commercial customer relations as well as market development, customer
fulfillment, and shipping initiatives. As President, he was also responsible for
Enviva's operations and communications functions. Mr. Meth holds a bachelor of
commerce from Vienna University of Economics and Business Administration in
Austria as well as an MBA from The Darden Graduate School of Business
Administration at The University of Virginia. The Company has entered into an
amended and restated employment agreement ("A&R Employment Agreement") with
Mr. Meth.
The Compensation Committee approved the following amendments to Mr. Meth's
employment agreement, effective on his Appointment Date: (i) a base salary of
$750,000, (ii) an annual incentive cash compensation target bonus of $731,770 in
2022 and, beginning in 2023, of 150% of his base salary, subject to terms to be
determined by the Compensation Committee at a later date, and (iii) subject to
the approval of the Compensation Committee at a later date and pursuant to the
Company's long-term incentive plan, a 2023 annual equity grant in the expected
amount of 300% of his base salary. The A&R Employment Agreement also provides
that, upon termination of Mr. Meth's employment other than for cause, he will be
entitled to receive (i) an amount equal to the product of (x) 1.5 (or if such
termination occurs within 12 months following a Change in Control (as defined in
the A&R Employment Agreement), 2.0 and (y) the sum of Mr. Meth's base salary and
target bonus, (ii) benefit continuation under the Company's group health plan at
active employee rates for 18 months, (iii) accelerated vesting of outstanding
equity awards with performance awards vesting at deemed target performance
(unless the applicable performance period for the award would end within six
months of the date of termination, in which case the award would vest based on
actual performance), and (iv) any unpaid bonus with respect to the year
preceding the year of Mr. Meth's termination and a pro-rated bonus with respect
to the year in which his employment was terminated. Mr. Meth will continue to be
subject to the Company's previously disclosed form of Indemnification Agreement,
and he will be eligible for the same benefits, plans, policies, and programs
offered that are generally made available to other executive-level employees of
the Company at any given time.
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In connection with his appointment to Chief Executive Officer of the Company and
at the recommendation of the Nominating and Corporate Governance Committee of
the Board, the Board also appointed Mr. Meth as a director to fill the vacancy
created by Fauzul Lakhani's resignation in July 2022. As President and Chief
Executive Officer of the Company, Mr. Meth is not independent and is not
expected to be appointed to any committee of the Board.
Except as set forth herein, there are no arrangements or understandings between
Mr. Meth and any other person pursuant to which Mr. Meth was appointed Chief
Executive Officer of the Company and selected as a director on the Board, nor
are there any relationships between Mr. Meth and the Company that would require
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of
1934, as amended.
Cautionary Statements
This Current Report includes "forward-looking statements" within the meaning of
federal securities laws. Such forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond the Company's control. All
statements included in this Current Report, other than historical facts, are
forward-looking statements. All forward-looking statements speak only as of the
date of this Current Report. Although the Company believes that the plans,
intentions, and expectations reflected in or suggested by the forward-looking
statements are reasonable, there is no assurance that these plans, intentions,
or expectations will be achieved. Therefore, actual outcomes and results could
differ materially from what is expressed, implied, or forecast in such
statements.
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ENVIVA INC. 
