DEF: Clean Harbors 2026 Annual Meeting Proxy Statement

Clean Harbors announces its 2026 Annual Meeting of Shareholders, scheduled for May 20, 2026, detailing director elections, executive compensation advisory vote, and auditor ratification.

Summary

• The document is a proxy statement for Clean Harbors, Inc.'s 2026 Annual Meeting of Shareholders, to be held on May 20, 2026.
• Key agenda items include the election of four Class I directors, a non-binding advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
• Shareholders of record as of March 23, 2026, are entitled to vote.
• The company is utilizing the notice and access method for distributing proxy materials.
• The statement details the company's corporate governance structure, board committees, director independence, and executive compensation philosophy, emphasizing a pay-for-performance approach.
• Information on director compensation, executive officers, related party transactions, and security ownership is also provided.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it details standard corporate governance and compensation practices, with positive notes on safety performance and strong prior year shareholder support for executive compensation.

Positives

• The company is using a cost-effective notice and access method for proxy materials.
• A majority of the Board of Directors (10 out of 13) are considered independent.
• All Board committees are composed exclusively of independent directors.
• The company has a strong commitment to environmental, social, and governance (ESG) matters, with dedicated board oversight.
• Executive compensation is strongly linked to company performance, with a significant portion at risk.
• The company achieved an all-time low Total Recordable Incident Rate (TRIR) of 0.49 in 2025, down from 0.65 in 2024.
• Adjusted Free Cash Flow increased significantly to $509,315,000 in 2025 from $357,882,000 in 2024.
• The company's shareholders approved the executive compensation (say-on-pay) with a 95.7% favorable vote in the previous year.

Negatives

• Mr. McKim, the Executive Chairman, is not considered independent due to his employee status.
• The company's policy is not to provide tax gross-ups to executive officers.
• For 2024 performance awards, the ROIC goal was not met in either 2024 or 2025, leading to forfeiture of 50% of those awards.

Risks

• The filing mentions that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, as detailed in the company's Form 10-K, Item 1A (Risk Factors).
• The company's policy prohibits directors and executive officers from engaging in hedging transactions, which could limit their ability to mitigate personal investment risk.
• The clawback policy applies to incentive compensation paid within the three preceding fiscal years if an accounting restatement is required due to material noncompliance with financial reporting requirements.

Future Outlook

The filing does not contain specific forward-looking financial guidance but refers to risks and uncertainties detailed in the Form 10-K. It outlines future board nominations and shareholder proposal deadlines for the 2027 annual meeting.

Management Comments

• "Your vote is important. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted at the annual meeting."
• "The Board believes its current leadership structure to be the most appropriate for the Company at this time."
• "The C&HC Committee believes in pay-for-performance and has designed the Company's compensation programs to attract and retain talented executives while aligning executive compensation with Company financial performance and the creation of shareholder value."
• "The Board and management believe environmental, social, and other sustainability matters are key components of the Company's success and recognize the importance of efforts to minimize any negative impact that the Company's operations may have on the environment."

Industry Context

StockSavvy.ai notes that Clean Harbors' proxy statement reflects standard corporate governance practices and executive compensation disclosures common in the environmental services and waste management industry, with a focus on aligning executive pay with performance and shareholder value, particularly in light of increasing ESG scrutiny.

Comparison to Industry Standards

• The company's peer group for compensation benchmarking includes companies like Republic Services, Inc., Waste Connections, Inc., and Waste Management, Inc., which are major players in the waste management and environmental services sector.
• The executive compensation structure, emphasizing performance-based cash incentives and long-term equity awards tied to financial metrics like Adjusted EBITDA and Adjusted Free Cash Flow, aligns with industry trends aimed at incentivizing sustainable growth and profitability.
• The focus on safety metrics, such as TRIR, is a critical benchmark in the environmental services industry, where operational safety directly impacts reputation, regulatory compliance, and financial performance.

Corporate Governance

Related Party Transactions

• Compensation of approximately $1,251,000 was paid to William McKim (son of Alan S. McKim) for his employment as an Executive Vice President at a subsidiary.
• Compensation of approximately $143,000 was paid to Robert P. Smith (son-in-law of Alan S. McKim) for his employment at a subsidiary.
• Compensation of approximately $223,000 was paid to Michael Platt (stepson of John T. Preston) for his employment at a subsidiary.

Stakeholder Impact

• Shareholders: The election of directors, advisory vote on executive compensation, and auditor ratification directly impact shareholder governance and oversight. The pay-for-performance compensation structure aims to align executive interests with shareholder value.
• Employees: The company highlights its commitment to safety with an all-time low TRIR, indicating a positive impact on employee well-being. Executive compensation practices are designed to attract and retain talent.
• Management: The proxy statement details the compensation and roles of executive officers, including Co-CEOs and other Named Executive Officers (NEOs), outlining performance metrics and incentives.

Next Steps

• Shareholders are to vote on the election of four Class I directors.
• Shareholders will cast a non-binding advisory vote on the compensation of named executive officers.
• Shareholders will vote to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
• Shareholders are encouraged to vote their proxies via internet, telephone, or mail if unable to attend the meeting.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting and does not contain new operational or financial performance data that would warrant a change in investment recommendation. It confirms standard corporate governance practices and executive compensation structures. The company's strong safety record and increased cash flow are positive, but the lack of new strategic or financial updates means existing investment theses should be maintained.

Keywords

Clean Harbors, Proxy Statement, Annual Meeting, Executive Compensation, Director Election, Auditor Ratification, Corporate Governance, Shareholder Vote, SEC Filing, DEF 14A