Energy Recovery (ERII) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, with virtual participation and voting options for shareholders.

• Agenda includes election of six directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• 2024 marked the ninth consecutive year of revenue growth, with record revenue of $144.9 million and net income of $23.1 million.

• Strategic initiatives included executive team revamp, cost restructuring, manufacturing transformation, and a $50 million share repurchase.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

• Proxy access rights allow eligible long-term shareholders to nominate directors in the proxy statement.

• Shareholder proposals and nominations must comply with detailed bylaw requirements and deadlines.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent; two women and one person of color serve on the board.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent.

• Annual board and committee self-assessments, director resignation policy, and robust stock ownership guidelines in place.

• Board actively oversees strategy, risk, cybersecurity, human capital, and sustainability.