Form 4: Clean Harbors EVP/CIO Reports Stock Awards, Tax Withholding

Clean Harbors' EVP/CIO, Sharon M. Gabriel, reported the acquisition of restricted stock awards and a tax-related disposal of shares.

Summary

• Sharon M. Gabriel, Executive Vice President and Chief Information Officer (CHESI) of Clean Harbors Inc. (CLH), reported changes in her beneficial ownership.
• On February 2, 2026, 508 shares of Common Stock were disposed of at a price of $259.91 per share to satisfy tax liability incident to the vesting of securities, leaving 26,733 shares beneficially owned.
• On February 1, 2026, 2,073 shares of Common Stock were acquired 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. Following this, 28,806 shares were beneficially owned.
• Also on February 1, 2026, 566 shares of Common Stock were acquired as a Restricted Stock Award with a price of $0. These shares will vest 25% on February 1, 2027; 25% on February 1, 2028; 25% on February 1, 2029; and 25% on February 1, 2030. After this transaction, 29,372 shares were beneficially owned.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine and generally positive event, reflecting ongoing executive compensation and alignment with company performance, with the tax-related disposal being a standard occurrence.

Positives

• The acquisition of 2,639 new restricted stock awards (2,073 performance-based and 566 time-based) indicates continued executive compensation and alignment with company performance and long-term goals.
• Equity awards at a $0 acquisition price represent a direct benefit to the executive, incentivizing future performance.

Negatives

• A disposal of 508 shares occurred to cover tax liabilities, which, while routine, slightly reduces the executive's direct beneficial ownership.

Future Outlook

The reporting person's future beneficial ownership is tied to the vesting schedules of the acquired restricted stock awards, with shares vesting incrementally between February 2027 and March 2029 for performance-based awards, and between February 2027 and February 2030 for time-based awards. Achievement of specific performance goals during 2027 will determine the vesting of the performance-based awards.

Industry Context

StockSavvy.ai notes that executive compensation through equity awards, including restricted stock and performance-based grants, is a standard practice across industries. This approach aligns management's long-term interests with shareholder value by tying a significant portion of compensation to the company's stock performance and strategic achievements. This filing reflects a routine aspect of executive compensation packages in publicly traded companies.

Comparison to Industry Standards

• Equity compensation, particularly through restricted stock and performance-based awards, is a common practice in publicly traded companies, comparable to compensation structures seen at peers in the environmental services sector such as Waste Management (WM) and Republic Services (RSG).
• The vesting schedules, spanning multiple years and incorporating both time-based and performance-based criteria, are consistent with industry best practices designed to promote long-term executive retention and incentivize sustained company performance.

Stakeholder Impact

• Shareholders: The equity awards align the executive's financial interests with shareholder value creation over the long term.
• Employees (Executive): The reporting person receives significant equity compensation, incentivizing continued service and performance.

Next Steps

• Vesting of 25% of the 566 Restricted Stock Award shares on February 1, 2027.
• Performance period for the 2,073 Performance-Based Restricted Stock Award shares from January 1, 2027, to December 31, 2027.
• Vesting of 50% of the 2,073 Performance-Based Restricted Stock Award shares on March 15, 2028, contingent on performance goals.
• Vesting of 25% of the 566 Restricted Stock Award shares on February 1, 2028.
• Vesting of 50% of the 2,073 Performance-Based Restricted Stock Award shares on March 15, 2029, contingent on performance goals.
• Vesting of 25% of the 566 Restricted Stock Award shares on February 1, 2029.
• Vesting of 25% of the 566 Restricted Stock Award shares on February 1, 2030.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and a tax-related share disposal, which are standard occurrences and do not provide new fundamental information to warrant a change in investment recommendation. The transactions reflect ongoing executive alignment but do not signal a significant shift in company prospects.

Keywords

Clean Harbors, CLH, Form 4, Insider Transaction, Restricted Stock Award, Performance-Based Award, Executive Compensation, Sharon M. Gabriel, Stock Ownership