Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointments of John K. Keppler and Ralph Alexander
On March 27, 2023, Enviva Inc. (the "Company") announced that John K. Keppler
has been reappointed to the board of directors of the Company (the "Board") in
the role of Executive Chairman, effective April 1, 2023. Mr. Keppler previously
served as Chief Executive Officer of the Company and Chairman of the Board
before stepping down from his responsibilities in November 2022 to pursue
medical and surgical treatment to address a cardiac valve issue. In connection
with Mr. Keppler's reappointment, Ralph Alexander has transitioned from his
interim role as Chairman of the Board to Lead Independent Director of the Board,
effective April 1, 2023.
As a founder of the Company, Mr. Keppler was responsible for setting the
Company's strategic direction and leading and managing its growth from a
start-up to the world's largest producer of sustainable wood pellets, a
reliable, renewable alternative to coal and other fossil fuels. Mr. Keppler led
Enviva Partners, LP (NYSE: EVA) to its initial public offering on the New York
Stock Exchange on April 29, 2015, making it the first publicly traded company in
the industry. He serves on the Board of the Sustainable Biomass Program (SBP), a
non-profit standard-setting organization that manages a voluntary certification
system designed for woody biomass used in energy production. In 2021, Mr.
Keppler was named an Entrepreneur Of The Year® 2021 National Award winner by
Ernst & Young LLP (EY US). Mr. Keppler is also an Advisor to Red Sea Farms, a
sustainable agriculture company. He holds a Bachelor of Arts in Political
Economy from the University of California, Berkeley, as well as a Master of
Business Administration from the Darden Graduate School of Business
Administration at the University of Virginia.
In connection with Mr. Keppler's appointment as Executive Chairman, Mr.
Keppler's Consulting Agreement was terminated by mutual agreement of the parties
effective as of March 31, 2023. In addition, the Compensation Committee of the
Board (the "Compensation Committee") approved the following compensation: (i) a
base salary of $600,000 and (ii) a 2023 annual equity grant, pursuant to the
terms of the Company's long-term incentive plan, with a target value on the date
of grant of $2,000,000. The equity grant will be 100% time-based restricted
stock units vesting over a four-year period. Mr. Keppler's compensation shall be
subject to normal cyclical review or as deemed necessary by the Compensation
Committee.
Additionally, as disclosed in the Company's Current Report on Form 8-K filed on
March 2, 2023, Mr. Keppler entered into a subscription agreement with the
Company pursuant to which he purchased 13,259 shares of Series A Preferred Stock
of the Company, par value $0.001 per share (the "Preferred Shares"), having the
terms as set forth in the Company's Certificate of Designations for Preferred
Shares, for an amount equal to $500,000 as part of the Company's private
placement for gross proceeds of $249.1 million (the "Private Placement"). In
connection with the Private Placement, Mr. Keppler, the Company, and certain
other investors entered into a registration rights agreement, dated March 20,
2023. The Private Placement closed on March 20, 2023.
Mr. Keppler is also party to a registration rights agreement, dated October 14,
2021, with the Company and certain other parties thereto, which is disclosed in
the Company's Annual Report on Form 10-K for the year ended December 31, 2021
and incorporated herein by reference.
Except as set forth herein, there are no arrangements or understandings between
Mr. Keppler and any other person pursuant to which Mr. Keppler was appointed
Executive Chairman of the Company, nor are there any relationships between Mr.
Keppler and the Company that would require disclosure under Item 404(a) of
Regulation S-K of the Securities Exchange Act of 1934, as amended.
Resignation of Michael A. Johnson
On March 21, 2023, Michael A. Johnson gave notice of his resignation from his
position as Vice President and Chief Accounting Officer of the Company. Mr.
Johnson's resignation did not result from any disagreement with the Company on
any matter relating to the Company's management, operations, policies, or
practices. Shai S. Even will assume the role of Principal Accounting Officer as
part of his existing role as Chief Financial Officer of the Company. No changes
to Mr. Even's compensation arrangements are expected to be made in connection
therewith. The disclosure required by subsection (c) of this Item 5.02 in
connection with Mr. Even's assumption of the Principal Accounting Officer duties
is incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 2021.
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