Form 4: Clean Harbors Co-CEO Gerstenberg Reports Stock Transactions

Clean Harbors Co-CEO Eric W. Gerstenberg reported the acquisition of restricted stock awards and the disposition of shares for tax obligations.

Summary

• Eric W. Gerstenberg, Co-CEO of Clean Harbors Inc. (CLH), reported recent transactions involving the company's common stock.
• On February 1, 2026, Gerstenberg acquired 10,290 shares of common stock as a performance-based restricted stock award with a price of $0. These shares will vest 50% on March 15, 2028, and 50% on March 15, 2029, contingent on achieving certain goals during the performance period of January 1, 2027, through December 31, 2027.
• Also on February 1, 2026, Gerstenberg acquired an additional 10,690 shares of common stock as a restricted stock award with a price of $0. These shares vest in four equal annual installments of 25% on February 1, 2027; 25% on February 1, 2028; 25% on February 1, 2029; and 25% on February 1, 2030.
• On February 2, 2026, Gerstenberg disposed of 4,934 shares of common stock at a price of $259.91 per share. This disposition was for the payment of tax liability incident to the vesting of securities.
• Following these transactions, Gerstenberg directly beneficially owns 66,500 shares of Clean Harbors common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it reflects ongoing executive compensation and retention efforts, aligning management's long-term interests with the company's performance, despite the routine tax-related sale.

Positives

• Co-CEO Eric W. Gerstenberg received a total of 20,980 shares (10,290 performance-based and 10,690 time-based) in restricted stock awards, indicating continued long-term incentive alignment with shareholder interests.
• The awards were granted at a price of $0, representing a significant potential future value for the executive.

Negatives

• 4,934 shares were disposed of at $259.91 per share to cover tax liabilities, which is a common practice but reduces direct ownership.

Future Outlook

The filing details future vesting schedules for restricted stock awards, indicating that 10,290 performance-based shares will vest 50% on March 15, 2028, and 50% on March 15, 2029, contingent on performance during 2027. An additional 10,690 restricted shares will vest in 25% increments annually from February 1, 2027, through February 1, 2030.

Industry Context

StockSavvy.ai notes that the granting of restricted stock awards to key executives like a Co-CEO is a standard practice in many industries, including environmental services, to align management incentives with long-term shareholder value creation. The mix of performance-based and time-based awards is also a common strategy to balance retention with achieving specific operational or financial targets.

Comparison to Industry Standards

• The use of both performance-based and time-based restricted stock awards for executive compensation is consistent with best practices observed in large-cap companies across various sectors, including environmental services peers like Waste Management (WM) and Republic Services (RSG).
• The vesting schedules, extending several years into the future (e.g., through 2030), are typical for long-term incentive plans designed to retain key talent and encourage sustained performance, comparable to similar plans at companies such as Stericycle (SRCL) or US Ecology (ECOL).

Stakeholder Impact

• Shareholders: The awards align executive incentives with long-term shareholder value. The tax-related sale is a routine event and not indicative of a change in sentiment.
• Employees: The compensation structure for a Co-CEO may set a precedent or reflect the company's overall approach to executive incentives.

Next Steps

• Vesting of 25% of 10,690 restricted stock award on February 1, 2027.
• Performance period for 10,290 performance-based restricted stock award from January 1, 2027, through December 31, 2027.
• Vesting of 25% of 10,690 restricted stock award on February 1, 2028.
• Vesting of 50% of 10,290 performance-based restricted stock award on March 15, 2028.
• Vesting of 25% of 10,690 restricted stock award on February 1, 2029.
• Vesting of 50% of 10,290 performance-based restricted stock award on March 15, 2029.
• Vesting of 25% of 10,690 restricted stock award on February 1, 2030.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the grant of restricted stock awards and a tax-related sale. Such transactions are standard and do not typically signal a fundamental change in the company's prospects or an executive's confidence. Therefore, a "hold" recommendation is appropriate as this filing alone does not provide new information warranting a change in investment thesis.

Keywords

Clean Harbors Inc., CLH, SEC Form 4, Insider Trading, Restricted Stock Award, Performance-Based Award, Executive Compensation, Stock Vesting, Eric W. Gerstenberg, Beneficial Ownership