tm2311675-3_nonfiling - none

tm2311675-3_nonfiling - none - 10.4531544s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

ENVIVA INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 15, 2023
at 10:00 a.m. Eastern Time

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Enviva Inc., a Delaware corporation (the “Company”). This year’s Annual Meeting will be held in a virtual-meeting format only via live webcast on June 15, 2023, at 10:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet by accessing https://web.lumiagm.com/218783948, where you will find instructions on how to register, vote electronically, and submit questions. For additional instructions on how to attend the Annual Meeting, please review the accompanying proxy statement. Only stockholders of record on April 21, 2023 may vote at the Annual Meeting, including any adjournment or postponement thereof.

At the Annual Meeting, you will be asked to consider and vote upon:

(1)

the election of thirteen director nominees to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal, or death;

(2)

the approval of an amendment to the Company’s certificate of incorporation (the “Current Certificate”) to reflect new Delaware law provisions regarding officer exculpation;

(3)

the approval of, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers (as defined in the enclosed proxy statement);

(4)

the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers;

(5)

the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

(6)

the approval, pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of shares of our common stock, par value $0.001, upon the conversion of our Series A Preferred Stock, par value $0.001 per share, primarily to certain related parties of the Company (the “Issuance Proposal”); and

(7)

the transaction of such other business as may properly come before the meeting or at any and all adjournments or postponements thereof.

The accompanying proxy statement more fully describes the details of the business to be conducted at the Annual Meeting. Proposal 1 relates solely to the election of the thirteen directors nominated by the Board of Directors of the Company (the “Board”) and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company. After careful consideration, our Board, and with respect to the Issuance Proposal, upon the recommendation of an independent committee of the Board, has unanimously approved the proposals and recommends that you vote FOR the thirteen director nominees, FOR the approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation, for future advisory votes to approve the compensation of our Named Executive Officers to be held EVERY YEAR, FOR the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers,

TABLE OF CONTENTS

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and FOR the Issuance Proposal. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be accessible by appointment for ten days prior to the meeting by contacting our Investor Relations department at investor.relations@envivabiomass.com.

We are pleased to save costs by taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to provide our notice of annual meeting of stockholders, proxy statement, and our 2022 annual report to stockholders online, with paper copies available free of charge upon request. On or about May 1, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), instead of a paper copy of our proxy materials. The Notice of Internet Availability contains instructions on how to access these documents and how to cast your vote via the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials. All stockholders who have so requested will receive a paper copy of the proxy materials by mail. We believe that this process allows us to provide our stockholders with the information they need on a more timely basis, while lowering the costs of printing and distributing our proxy materials. This proxy statement and accompanying form of proxy are dated May 1, 2023 and are expected to be first made available to stockholders on or about May 1, 2023.

Your vote is important. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. To ensure your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the Internet at https://web.lumiagm.com/218783948 or by completing, signing, and dating the proxy card and returning it in the postage-prepaid envelope, if you have requested that a paper copy be mailed to you.

We look forward to speaking with you at the Annual Meeting.

Sincerely,

John K. Keppler
Executive Chairman
May 1, 2023

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 15, 2023
		Our notice of annual meeting of stockholders, proxy statement, form of proxy card, or voting instruction form, and our 2022 annual report to stockholders are available on the internet at http://astproxyportal.com/ast/20060.

TABLE OF CONTENTS

	PROPOSAL NO. 1 – ELECTION OF DIRECTORS					7
	PROPOSAL NO. 2 – APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION					14
	PROPOSAL NO. 3 – APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					16
	PROPOSAL NO. 4 – APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					17
	PROPOSAL NO. 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					18
	PROPOSAL NO. 6 – THE ISSUANCE PROPOSAL					20
	CORPORATE GOVERNANCE					23
	BOARD OF DIRECTORS AND COMMITTEES					27
	EXECUTIVE OFFICERS					31
	EXECUTIVE COMPENSATION					33
	DIRECTOR COMPENSATION					52
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					58
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					60
	DELINQUENT SECTION 16(A) REPORTS					63
	REPORT OF THE AUDIT COMMITTEE					64
	OTHER BUSINESS					65
	STOCKHOLDER PROPOSALS					66
	DELIVERY OF PROXY MATERIALS					68

TABLE OF CONTENTS

ENVIVA INC.

7272 Wisconsin Ave. Suite 1800
Bethesda, MD 20814

PROXY STATEMENT FOR
2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 2023
at 10:00 a.m. Eastern Time

via Live Webcast by Accessing

https://web.lumiagm.com/218783948

QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND THE ANNUAL MEETING

What are proxy materials?

The proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of Enviva Inc. (“Enviva,” the “Company,” “we,” or “us”) for use at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held via live webcast on June 15, 2023, at 10:00 a.m. Eastern Time by accessing https://web.lumiagm.com/218783948. The proxy materials include the notice of annual meeting of stockholders, this proxy statement for the Annual Meeting, a 2022 annual report to stockholders, and the proxy card or, for shares held in street name (held for your account by a broker or other nominee), a voting instruction form, for the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

Pursuant to the “notice and access” rules adopted by the SEC, we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about May 1, 2023, we began mailing a Notice of Internet Availability to stockholders entitled to vote at the Annual Meeting containing instructions on how to access the proxy materials and how to vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our proxy materials. In addition, stockholders of record may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. We believe electronic delivery will expedite the receipt of the materials and will help lower the costs of our proxy materials. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability and on our website, no other information contained on either website is incorporated by reference into or considered to be a part of this document.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our common stock, par value $0.001 per share (our “Common Stock”), at the close of business on April 21, 2023 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on all matters to be voted upon at the Annual Meeting. On the Record Date, 67,727,662 shares of Common Stock were issued and outstanding (constituting 67,727,662 votes). Holders of Common Stock do not have the right to cumulative voting in the election of directors. Shares of Common Stock that are present virtually during the Annual Meeting constitute shares of Common Stock represented “in person.”

TABLE OF CONTENTS

The presence, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of Common Stock on the Record Date (constituting 33,863,832 votes) entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting and any postponement or adjournment thereof, though the Board may fix a new record date for purposes of a postponed or adjourned meeting. Abstentions and broker non-votes, each discussed below, will be counted for the purpose of determining the presence or absence of a quorum.

You are a stockholder of record if your shares of our Common Stock are registered directly in your own name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”). You are a beneficial owner of shares of our Common Stock if a brokerage firm, bank, or other agent, called a “nominee,” holds your stock. This is often called ownership in “street name” because your name does not appear in the records of AST. If you are a stockholder of record, you have the right to grant your proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting. If you hold any shares in street name, you have the right to direct your nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. If you hold any shares of Common Stock in street name, you should receive a voting instruction form from your nominee.

How do you vote your shares?

If you are a stockholder of record, there are three ways to vote:

•

Virtually During the Meeting. You may vote online during the virtual meeting through https://web.lumiagm.com/218783948. To be admitted to the Annual Meeting and vote your shares, you must go to https://web.lumiagm.com/218783948 on the day of the Annual Meeting, provide the control number located on the Notice of Internet Availability, proxy card, or voting instruction form and enter the password “enviva2023”.

•

Via the Internet. You may vote by proxy via the Internet at www.voteproxy.com by following the instructions provided on the Notice of Internet Availability or proxy card. You must have the control number that is on the Notice of Internet Availability, proxy card, or voting instruction form in order to vote.

•

By Mail. You may vote by completing, dating, and signing the proxy card and returning it in the postage-prepaid envelope provided.

If you are a beneficial owner of shares held in street name, there are three ways to provide voting instructions:

•

Virtually During the Meeting. You should follow the instructions provided by your nominee in order to vote during the virtual meeting at https://web.lumiagm.com/218783948. To be admitted to the Annual Meeting and vote your shares, you must obtain a legal proxy from your nominee giving you the legal right to vote the shares.

•

Via the Internet. You may provide voting instructions via the Internet by following the instructions provided on the Notice of Internet Availability or your voting instruction form.

•

By Mail. You may provide voting instructions by filling out the voting instruction form and returning it in the postage-prepaid envelope provided.

What if you receive more than one proxy card or voting instruction form?

This means that you may have more than one account at AST, with a nominee, or both. Please vote all proxy cards and voting instruction forms that you receive so that all the shares that you own will be represented at the Annual Meeting.

How may you revoke your proxy or voting instructions?

If you are a stockholder of record, you may revoke or amend your proxy at any time before it is voted at the Annual Meeting by writing to us directly “revoking” your earlier proxy, submitting a new proxy with a later date by mail or via the internet, or by attending the Annual Meeting virtually and voting online at the meeting. Your last dated proxy timely received prior to the Annual Meeting, or vote cast at the Annual

TABLE OF CONTENTS

Meeting, will be counted. If you hold your shares in street name, you must follow the instructions on your voting instruction form to revoke or amend any prior voting instructions.

What is discretionary authority?

If you are a stockholder of record and you properly submit your proxy without making any specific selections, your shares will be voted on each matter before the Annual Meeting in the manner recommended by the Board. If other matters not included in this proxy statement properly come before the Annual Meeting, the persons named on the proxy card, or otherwise designated, will have the authority to vote on those matters for you in their discretion. At this time, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this proxy statement. If you are a beneficial owner of shares held in street name, please see the discussion below regarding broker non-votes and the rules related to voting by nominees.

What are abstentions, “withhold votes,” and “broker non-votes”?

Abstentions and “Withhold” Votes

If you are a stockholder of record and you vote “abstain” on the Exculpation Amendment (defined below), the resolution to approve the compensation of our Named Executive Officers, the ratification of the appointment of the independent registered public accounting firm, or the Issuance Proposal (as defined below), your shares will not be voted on that matter but will be counted as present in person or by proxy and entitled to vote. Abstentions have the same effect as a vote “against” the Exculpation Amendment, the resolution to approve the compensation of our Named Executive Officers, the ratification of the appointment of the independent registered public accounting firm, and the Issuance Proposal.

If you are a stockholder of record and you “abstain” from voting on the frequency of future advisory votes to approve the compensation of our Named Executive Officers, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the frequency period that receives the most votes (every one, two, or three years) will be deemed to be the recommendation of the stockholders.

If you are a stockholder of record and you vote “withhold” in the election of a director, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the director nominees who receive the highest number of “for” votes are elected. Because the election is uncontested, this means that each director nominee will be elected provided there is a quorum and such director nominee receives at least one vote “for” such director nominee’s election.

In all cases, if you are a stockholder of record and you vote “withhold” or “abstain”, your shares will be counted for purposes of determining whether a quorum is present. If you are a beneficial owner holding shares through a nominee, you may instruct your nominee that you wish to abstain from voting on a proposal or withhold authority to vote for one or more nominees for directors, and your vote will have the same effect as described above.

“Broker Non-Votes”

If you are a beneficial owner holding shares through a nominee and you fail to instruct the nominee how your shares should be voted on a particular matter, then your broker nominee may submit a vote on your behalf on “routine” matters pursuant to the rules of the New York Stock Exchange (the “NYSE”). A broker nominee generally may not vote on “non-routine” matters without receiving your specific voting instructions. This is called a “broker non-vote.”

At the Annual Meeting, your broker nominee will not be able to submit a vote on any matter other than the ratification of the appointment of the independent registered public accounting firm, unless it receives your specific instructions. If your nominee does not receive your specific instructions for the remaining proposals, it will submit a broker non-vote.

Broker non-votes are counted as present and entitled to vote for quorum purposes, but are not considered entitled to vote and have no effect on the outcome of the election of directors, the resolution to

TABLE OF CONTENTS

approve the frequency of future advisory votes to approve the compensation of our Named Executive Officers, the resolution to approve the compensation of our Named Executive Officers, or the ratification of the appointment of the independent registered public accounting firm. However, because the Exculpation Amendment requires the affirmative vote of at least a majority of the voting power of the outstanding shares of our Common Stock, and the Issuance Proposal requires a vote of at least a majority of the votes cast, broker non-votes will have the same effect as a vote “against” these proposals.

The broker nominee, however, will be able to vote on the ratification of the appointment of our independent registered public accounting firm even if it does not receive your instructions, so we do not expect any broker non-votes will exist in connection with this proposal.

What proposals will be voted on at the Annual Meeting, and what votes are required to approve each of the proposals?

The required vote for each of the proposals expected to be acted upon at the Annual Meeting and the treatment of abstentions and broker non-votes under each proposal are described below:

Proposal No. 1 — Election of directors. Directors are elected by a plurality of the votes validly cast by holders of the shares of the Company’s Common Stock that are present in person or represented by proxy and entitled to vote on the election of directors, with the nominees obtaining the most votes being elected. Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the outcome.

Proposal No. 2 — Approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation. This proposal (the “Exculpation Amendment”) must be approved by the affirmative vote of at least a majority of the voting power of the outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class. As a result, abstentions and broker non-votes will have the same effect as a vote “against” the proposal.

Proposal No. 3 — Approval of, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers. This advisory vote provides a choice among three frequency periods for future advisory votes to approve the compensation of our Named Executive Officers. The frequency period receiving a plurality of the votes validly cast by holders of the shares of the Company’s Common Stock that are present in person or represented by proxy at the meeting and entitled to vote on the matter will be the recommendation of the stockholders. Thus, the frequency period that receives the most votes (every one, two, or three years) will be deemed to be the recommendation of the stockholders. Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the vote outcome.

Proposal No. 4 — Approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers. Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval of the compensation of our Named Executive Officers. We value the opinions expressed by our stockholders with respect to this advisory vote, and the compensation committee of our Board (the “Compensation Committee”), which is responsible for overseeing and administering our compensation programs, will consider the outcome of the vote, including whether the votes cast “for” this proposal represent the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote when designing our compensation programs and making future compensation decisions for our Named Executive Officers. We will consider this advisory proposal approved if it receives the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the vote outcome.

Proposal No. 5 — Ratification of appointment of independent registered public accounting firm. This proposal must be approved by the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. As a result, abstentions will have the same effect as a vote “against” the proposal. As discussed above, we do not expect any broker non-votes with respect to this proposal.

TABLE OF CONTENTS

Proposal No. 6 — The Issuance Proposal. The proposal to approve the issuance of our Common Stock upon the conversion of our Series A Preferred Stock, par value $0.001 per share (the “Preferred Shares,” and such proposal, the “Issuance Proposal”) must be approved by the affirmative vote of a majority of the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions and broker non-votes will have the same effect as a vote “against” the Issuance Proposal.

How many shares of Common Stock are issuable upon conversion of the Preferred Shares?

As each Preferred Share is convertible into one share of Common Stock, upon conversion of all of the Preferred Shares, the Company would issue approximately 6,605,671 shares of Common Stock, subject to adjustment for any stock dividends, splits, combinations, and similar events, representing approximately 9.75% of the total outstanding shares of Common Stock as of the Record Date.

10.

How does the Board recommend you vote on the proposals?

•

“FOR” the election of each director nominee.

•

“FOR” the approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation.

•

To hold future advisory votes to approve the compensation of our Named Executive Officers EVERY YEAR.

•

“FOR” the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers.

•

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

•

“FOR” the Issuance Proposal.

11.

What do you need to do to attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. This virtual-meeting format uses technology designed to increase stockholder access and provide stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting.

In order to attend, you must register in advance at https://web.lumiagm.com/218783948. As part of the registration process, you must enter the control number located in your Notice of Internet Availability, proxy card, or voting instruction form and the password “enviva2023”. Please be sure to follow the instructions found on your Notice of Internet Availability, proxy card, or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.

On the day of the Annual Meeting, June 15, 2023, stockholders may begin to log in to the virtual-only Annual Meeting one hour prior to the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. Please allow ample time for online registration and login procedures.

12.

Will I be able to ask questions and participate in the Annual Meeting?

We are aware of concerns that virtual meetings may diminish stockholder voices or reduce accountability and are taking steps to address these concerns. For example, our virtual meeting format enhances, rather than constrains, stockholder access, participation, and communication because the online format allows stockholders to communicate with us during the Annual Meeting so they can ask questions to our Board, management, and a representative from our independent registered public accounting firm.

Stockholders may submit questions during the Annual Meeting by visiting the virtual meeting login page at https://web.lumiagm.com/218783948 and entering their control number located on their Notice of Internet Availability, proxy card, or voting instruction form and the password (enviva2023). We will answer stockholder questions as they come in, as time permits. We are committed to answering each question

TABLE OF CONTENTS

received following the Annual Meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. If there are questions pertinent to matters properly before the Annual Meeting that cannot be answered during the Annual Meeting due to time constraints, we will post answers to a representative set of such questions under the “Investor Relations” tab on our website at www.envivabiomass.com. The questions and answers will be available as soon as practicable after the Annual Meeting and will remain available until we file our proxy statement for 2024.

13.

You share an address with another stockholder. Why did you receive only one copy of the proxy materials, and how may you obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for the proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings to the companies.

A number of brokers with account holders who are stockholders may be “householding” our proxy materials. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise, or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of materials, please notify your broker or the Company at Enviva Inc., 7272 Wisconsin Ave. Suite 1800, Bethesda, Maryland 20814, Attention: Secretary or (301) 657-5560, and the Company will promptly deliver such additional materials to you. Stockholders who have multiple accounts in their names or who share an address with other stockholders can request “householding” and authorize your broker to discontinue mailings of multiple annual reports and proxy statements by contacting your broker or the Company at Enviva Inc., 7272 Wisconsin Ave. Suite 1800, Bethesda, Maryland 20814, Attention: Secretary or (301) 657-5560.

14.

How will the results of voting be announced?

We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of elections and published in a Current Report on Form 8-K, which we are required to file with the SEC within four business days after the Annual Meeting.

15.

Who pays the costs of solicitation?

The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to brokerage firms, fiduciaries, and custodians for forwarding to beneficial owners who request printed copies of these materials and will reimburse these persons for their costs of forwarding these materials. Our directors, officers, and employees may also solicit proxies by facsimile or personal solicitation; however, we will not pay these individuals additional compensation for any of these services.

TABLE OF CONTENTS

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Background

The Board has nominated Thomas Meth, John K. Keppler, Ralph Alexander, John C. Bumgarner, Jr., Martin N. Davidson, Jim H. Derryberry, Gerrit L. Lansing, Jr., Pierre F. Lapeyre, Jr., David M. Leuschen, Jeffrey W. Ubben, Gary L. Whitlock, Janet S. Wong, and Eva T. Zlotnicka (collectively, the “Director Nominees”) for election at the Annual Meeting and each has indicated their willingness to serve if elected. You may not vote by proxy or virtually at the Annual Meeting for a greater number of persons than the thirteen Director Nominees.

Nomination of Directors

The nominating and corporate governance committee of our Board (the “Nominating and Corporate Governance Committee”) identifies, evaluates, and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee with the qualification standards set forth in its Committee Charter and in our Corporate Governance Guidelines. Specifically, the Nominating and Corporate Governance Committee considers, among other things, each potential nominee’s experience, knowledge, skills, expertise, integrity, diversity (including diversity of gender and race/ethnicity), ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time and effort to Board responsibilities. The Board membership criteria are set forth in our Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter, copies of which are available under “Investor Relations > Governance > Governance Documents” on our website at www.envivabiomass.com. After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated the Director Nominees for election as directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting. The Nominating and Corporate Governance Committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual meeting of stockholders must provide the Nominating and Corporate Governance Committee with notice of the recommendation and certain information regarding the candidate as described in our bylaws (the “Bylaws”) and within the time periods set forth under the caption “Notice of Stockholder Business and Nominations.”

Nominees

The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, the Director Nominees to be elected as directors at the Annual Meeting. The following table sets forth the following information for the Director Nominees: their respective ages as of the Record Date, the positions currently held with the Company, and the year each was first elected or appointed a director of the Company.

Nominee/Director Name	Age	Position	Director Since
Thomas Meth	50	President, Chief Executive Officer, and Director	2022
John K. Keppler	52	Executive Chairman of the Board and Director	2023
Ralph Alexander	68	Lead Independent Director	2013
John C. Bumgarner, Jr.	80	Director	2015
Martin N. Davidson	61	Director	2021
Jim H. Derryberry	78	Director	2018
Gerrit L. Lansing, Jr.	50	Director	2020
Pierre F. Lapeyre, Jr.	60	Director	2021
David M. Leuschen	72	Director	2021
Jeffrey W. Ubben	61	Director	2020
Gary L. Whitlock	73	Director	2016
Janet S. Wong	64	Director	2015
Eva T. Zlotnicka	40	Director	2021

TABLE OF CONTENTS

Board Matrix

The following matrix provides information regarding each Director Nominee, including certain types of experiences and skills that the Board of Directors has determined are important. The matrix does not encompass all of the experiences and skills of our directors, and the fact that a particular experience or skill is not listed does not mean that a director does not possess it. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies.

Meth

Keppler

Alexander

Bumgarner

Davidson

Derryberry

Lansing

Lapeyre

Leuschen

Ubben

Whitlock

Wong

Zlotnicka

Experiences and Skills

Accounting/Audit Experience

Environmental and/or Climate Change-Related Experience

Executive Leadership Experience

Financial Experience

Governmental Affairs and/or Regulatory Experience

Human Resources Management Experience

Industry Experience

SEC Form DEF 14A filed by Enviva Inc.