DEF: Clean Harbors Sets Date for 2025 Annual Meeting, Details Executive Compensation

Clean Harbors will hold its 2025 annual meeting on May 21, 2025, to elect directors, conduct an advisory vote on executive compensation, and ratify the selection of Deloitte & Touche LLP as its independent accounting firm.

Summary

• Clean Harbors, Inc. will hold its 2025 annual meeting of shareholders on May 21, 2025, at its training facility in Norwell, Massachusetts.
• Shareholders will vote to elect five Class III directors, provide an advisory vote on executive compensation, and ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors has nominated Michael L. Battles, Eric W. Gerstenberg, Andrea Robertson, Lauren C. States, and Robert J. Willett for re-election as Class III directors.
• The company is using the notice and access method for providing proxy materials via the internet.
• The Board has determined that 10 out of 13 current directors are independent.
• Executive compensation includes base salary, annual cash incentives, and long-term equity incentives.
• For 2024, the C&HC Committee awarded Company-wide performance based cash bonuses for 2024 equal to 74% of the maximum total potential cash bonus target opportunity for the Co-CEOs and CTO and 77% of the total maximum potential cash bonus target opportunity for the other Named Executive Officers.
• 50% of the performance shares which the C&HC Committee awarded to the Named Executive Officers in 2024 and 29% of the performance shares which the C&HC Committee awarded to the Named Executive Officers in 2023 were earned in 2024, as the 2024 performance met certain of the performance criteria set forth for those awards.
• The company's policy prohibits political contributions of company funds.
• The Board has adopted a clawback policy that complies with the listing standards of the NYSE effective October 2, 2023.
• The company's CEO pay ratio is approximately 63:1.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting solid financial results and a commitment to good corporate governance and sustainability. However, it also acknowledges certain risks and uncertainties.

Positives

• The Board is committed to good corporate governance, including an independent lead director and independent committees.
• The company emphasizes pay-for-performance in its executive compensation program.
• The company has stock ownership guidelines for directors and executive officers to align their interests with shareholders.
• The company has a clawback policy in place to recover compensation in the event of financial restatements due to misconduct.
• The company is committed to environmental and social sustainability.

Risks

• The document mentions risks associated with credit, liquidity, operations, and compliance with environmental, health, and safety laws and policies.
• The document mentions cyber risks affecting the Company and its operations.

Future Outlook

The document contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially.

Management Comments

• Alan S. McKim: 'Thank you for your continued support of Clean Harbors. We look forward to seeing those shareholders who are able to attend the annual meeting on May 21st.'

Industry Context

The document benchmarks Clean Harbors' compensation practices against a peer group of companies in similar industries.

Comparison to Industry Standards

• The document compares Clean Harbors' compensation practices to those of a peer group of companies, including ABM Industries Incorporated, Healthcare Services Group, Inc., Rollins, Inc Advanced Drainage, Inc., Heritage Crystal Clean Stanley Black & Decker, Inc., Chemed Corporation Huntsman Corporation Stericycle, Inc., Darling Ingredients Inc. Iron Mountain, Inc., Tetra Tech Inc., EMCOR, Inc., KBR, Inc., Waste Connections, Inc., Enviri Corporation Quanta Services, Inc., Republic Services, Inc., Waste Management, Inc., GFL Environmental Inc.
• The C&HC Committee sought to recommend (for the Co-CEOs) and approve (for the other NEOs) base salaries which were approximately within the middle third of the peer group companies described above.
• At time of election, we approximated the peer group 44th percentile with respect to both revenue and market capitalization.

Related Party Transactions

• The document discloses compensation paid to certain persons affiliated with a director or executive officer of the Company, including William McKim (son of Alan S. McKim) and Robert P. Smith (son-in-law of Alan S. McKim).

Stakeholder Impact

• The document outlines the potential impact of executive compensation decisions on shareholder value.
• The document highlights the company's commitment to the safety and welfare of employees, customers, and other third parties.

Next Steps

• Shareholders are encouraged to vote their shares by telephone, via the internet, or by mail.
• The Board will act on any tendered resignation from a director who fails to receive the required number of votes for re-election.

Key Dates

Keywords

executive compensation, annual meeting, board of directors, proxy statement, corporate governance, director election, Clean Harbors