Clean Harbors Inc DEF 14A, filed Apr 10, 2024

Clean Harbors Inc (CLH)

DEF 14A 2024-04-10 For: 2024-05-22

View Original

Added on June 12, 2026

About this DEF 14A

Clean Harbors Inc filed this DEF 14A on April 10, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


	PEO (Alan S. McKim)
Year	2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	2,296,564	$	6,241,356	$	5,612,724	$	3,828,532
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	—		1,199,998		1,293,846		1,406,079
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	—		1,492,575		1,384,608		1,835,380
Change in Fair Value of Prior Year Awards Unvested as of Year-End	1,134,728		159,314		150,020		(218,891)
Change in Fair Value of Prior Year Awards that Vested During Year	189,183		79,802		747,590		(377,776)
Total Additions to Compensation Actually Paid	1,323,911		1,731,691		2,282,218		1,238,713
Compensation Actually Paid	$	3,620,475	$	6,773,049	$	6,601,096	$	3,661,166

	Co-PEO (Michael L. Battles)
Year	2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	4,917,312	$	—	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	2,931,746		—		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	5,086,269		—		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	1,250,254		—		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	846,669		—		—		—
Total Additions to Compensation Actually Paid	7,183,192		—		—		—
Compensation Actually Paid	$	9,168,758	$	—	$	—	$	—

	Co-PEO (Eric W. Gerstenberg)
Year	2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	4,938,543	$	—	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	2,931,746		—		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	5,086,268		—		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	1,792,496		—		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	1,360,591		—		—		—
Total Additions to Compensation Actually Paid	8,239,355		—		—		—
Compensation Actually Paid	$	10,246,152	$	—	$	—	$	—


	Average of Non-PEO NEOs
Year	2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	1,344,687	$	2,755,014	$	2,931,679	$	2,343,696
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	342,733		1,371,984		1,604,777		1,308,804
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	1,281,296		1,706,493		1,643,335		1,909,616
Change in Fair Value of Prior Year Awards Unvested as of Year-End	844,916		325,300		543,138		(179,536)
Change in Fair Value of Prior Year Awards that Vested During Year	251,540		(65,278)		318,653		(346,796)
Change in Fair Value of Prior Year Awards that Forfeited During Year	—		—		(95,753)		(155,894)
Total Additions to Compensation Actually Paid	2,377,752		1,966,515		2,409,373		1,227,390
Compensation Actually Paid	$	3,379,706	$	3,349,545	$	3,736,275	$	2,262,282


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 under §240.14a-12


Payment of Filing Fee (Check all the 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.


			By order of the Board of Directors,

			Daniel T. Janis, Secretary
			April 10, 2024
			Norwell, Massachusetts


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



GENERAL MATTERS	1	EXECUTIVE COMPENSATION TABLES	36
		2023 Summary Compensation Table	36
BOARD OF DIRECTORS OVERVIEW	2	Grants of Plan-Based Awards	37
Board Leadership Structure	2	Outstanding Equity Awards at Fiscal Year-End	38
Corporate Governance Guidelines, Committee		Option Exercises and Stock Vested	40
Charters and Code of Ethics	3	Potential Payments Upon Termination or Change
Director Independence	3	of Control	41
Limitation on Other Board Services	4	CEO Pay Ratio Information	42
Board Committees	5
Audit Committee	5	PAY VERSUS PERFORMANCE	43
Compensation and Human Capital Committee	6
Corporate Governance and Sustainability		APPROVAL OF CLEAN HARBORS
Committee	7	EMPLOYEE STOCK PURCHASE PLAN	48
Environmental, Health and Safety		Key Features of the Plan	48
Committee	7	Administration	48
Ad Hoc Cyber Committee	8	Non-U.S. Sub-Plans	49
Compensation Committee Interlocks and		Eligibility	49
Insider Participation	8	Offering Periods	49
Communications to the Independent Directors	8	Payroll Deductions	50
Board Oversight of Risk Management	8	Purchase Price	50
Commitment to the Environment and		Purchase of Shares	50
Sustainability	8	Transferability	50
Executive Succession Planning	9	Withdrawals	50
No Political Contributions	9	Termination of Employment	51
		Change in Control	51
ELECTION OF DIRECTORS	9	Effective Date; Amendment and Termination
Board Matrix	10	of Plan	51
Board Nomination Process	11	U.S. Federal Income Tax Information	51
Current Directors and Nominees	12	New Plan Benefits	52
		Registration with the SEC	52
DIRECTOR COMPENSATION	17
		RATIFICATION OF SELECTION OF
EXECUTIVE OFFICERS	18	INDEPENDENT REGISTERED PUBLIC
		ACCOUNTING FIRM	53
RELATED PARTY TRANSACTIONS	20	Selection of the Company’s Independent
		Registered Public Accountant	53
ADVISORY VOTE ON EXECUTIVE		Audit and Related Fees	53
COMPENSATION	21	Audit Committee Report	54

COMPENSATION DISCUSSION AND		SECURITY OWNERSHIP OF CERTAIN
ANALYSIS	23	BENEFICIAL OWNERS AND
Executive Summary	23	MANAGEMENT	55
2023 Results Affecting Executive Compensation	26
Role of the Committee	27	SHAREHOLDER PROPOSALS	57
Consideration of Shareholder Responses	27	HOUSEHOLDING	57
Compensation Philosophy and Objectives	28	OTHER INFORMATION	57
Stock Ownership Guidelines	32	OTHER MATTERS	58
Insider Trading Policy and
Key Prohibited Transactions	33	EXHIBIT A - CLEAN HARBORS EMPLOYEE	A-1
Policies Related to Timing of Stock Option Grants	33	STOCK PURCHASE PLAN
Clawback Policy	33
Employment, Termination of Employment and
Change of Control Agreements and
Arrangements	34
Compensation Committee Report	35


Alan S. McKim Age: 69 Director Class: II Director Since: 1980 Committees: None			Mr. McKim founded the Company in 1980 and has served as the Chairman of the Board of Directors since its founding and as the Chief Technology Officer since March 31, 2023. Prior to that, Mr. McKim had served as the Company’s Chief Executive Officer and President since the Company’s founding in 1980. Mr. McKim holds an MBA from Northeastern University's D'Amore - McKim School of Business and an honorary doctorate from the Massachusetts Maritime Academy. He serves on Northeastern University's Board of Trustees and South Shore Health's Board of Directors. Skills and Qualifications: Mr. McKim is recognized as an industry leader, with more than four decades of experience in the environmental services business. He is also the largest individual shareholder of the Company, and his interests are therefore significantly aligned with those of the other shareholders.


Karyn Polito Age: 57 Director Class: II Director Since: 2023 Committees: Audit Corporate Governance and Sustainability Environmental, Health and Safety			Ms. Polito is the Principal of Polito Development Corporation, a commercial and industrial real estate development firm. She served as 72nd Lieutenant Governor of Massachusetts from 2015 to 2023. Prior to her election as Lieutenant Governor, Ms. Polito was a member of the Massachusetts House of Representatives and a Partner at Milton, Laurence & Dixon, LLP. She is also an independent director for Berkshire Hills Bancorp, Inc (NYSE:BHLB), where she serves on the risk management, capital and compliance committee as well as the corporate responsibility and culture committee. She also serves as an independent director for The Andover Companies, a private mutual insurance group. She holds a Bachelor of Science from Boston College and a Juris Doctor from New England Law School. Skills and Qualifications: Ms. Polito brings to the Board a wealth of experience across the public and private sectors, including environmental issues, government, regulatory and public affairs, as well as serving on the board of another public company.
John T. Preston Age: 74 Director Class: II Director Since: 1995 Committees: Compensation and Human Capital Corporate Governance and Sustainability (Chair) Ad Hoc Cyber			Mr. Preston is the Managing Partner of TEM Capital, a private equity investment company, and is currently a director of numerous private companies. From 1992 through 1995, he served as Director of Technology Development at the Massachusetts Institute of Technology (“MIT”). Prior to that he was the Director of the MIT Technology Licensing Office where he was responsible for the commercialization of intellectual property developed at MIT. Some of Mr. Preston's prior appointments include director or advisory positions for the Governor of Massachusetts, the U.S. Department of Defense, the National Aeronautics and Space Administration, and the National Technology Board of Singapore. He holds a BS in Physics from the University of Wisconsin and an MBA from Northwestern University. Skills and Qualifications: Mr. Preston brings to the Board his considerable experience in technology development, corporate growth and corporate governance. Mr. Preston also has a Certificate in Cybersecurity Oversight issued by the National Association of Corporate Directors and Carnegie Mellon University.
Marcy L. Reed Age: 61 Director Class: II Director Since: 2021 Committees: Audit Environmental, Health and Safety Ad Hoc Cyber			Ms. Reed retired in 2021 after more than 30 years with National Grid, an investor owned public utility providing New York, Rhode Island and Massachusetts with natural gas and electricity for homes and businesses. Prior to her retirement, she served for the past decade as President of National Grid Massachusetts and Executive Vice President U.S. Energy Policy and Social Impact. She has been a certified public accountant since 1988. A frequent speaker on topics of leadership, energy policy, innovation, and the evolving energy paradigm, she has been recognized with numerous leadership and philanthropic awards, including being named three times as one of Boston’s Top 100 Leaders. In February 2022, Ms. Reed joined the board of Edison International (NYSE:EIX), the parent company of Southern California Edison. She serves as an independent director for Blue Cross Blue Shield of Massachusetts and is on the board of Northeastern University, chairing the audit committees of both entities. She also is a board member of Qualus, a private equity-backed electric power engineering company. Ms. Reed previously served as board chair of The Partnership, Inc., an organization working to build racially diverse leadership pipelines. She earned an AB in Economics from Dartmouth College and an MS in Accounting from Northeastern University and holds Executive Education Certificates from the Wharton School of the University of Pennsylvania and INSEAD. Skills and Qualifications Ms. Reed brings to the Board her considerable experience in the energy industry, accounting, and regulatory matters. Ms. Reed qualifies as an “audit committee financial expert” under Regulation S-K under the Exchange Act.


Edward G. Galante Age: 73 Director Class: I Director Since: 2010 Committees: Lead Director Environmental, Health and Safety			Mr. Galante retired in 2006 after more than 30 years with Exxon Mobil Corporation. Prior to his retirement, he most recently served as a Senior Vice President and member of the Management Committee of Exxon Mobil Corporation. His principal responsibilities included the worldwide Downstream business: Refining & Supply, Fuels Marketing, Lubricants and Specialties Marketing and Research, and Engineering. He was also responsible for Exxon Mobil's corporate Public Affairs and Safety, Health and Environmental activities. Mr. Galante received his Bachelor of Science degree in civil engineering from Northeastern University, and he now serves as a Vice Chairman of Northeastern's Board of Trustees. He is a director of Celanese Corporation (NYSE: CE), where he chairs the compensation and management development committees and serves on the environmental, health, safety, quality and public policy committee, and Marathon Petroleum Corporation (NYSE: MPC), where he chairs the compensation and organizational development committee and serves on the sustainability committee. Within the past five years, Mr. Galante was also a director of Linde plc (NYSE:LIN), where he chaired the compensation and executive development committee and sat on the audit committee. Mr. Galante is also a director of the United Way Foundation of Metropolitan Dallas and of Artis-Naples. Skills and Qualifications: In addition to his extensive experience with Exxon Mobil in the oil and gas industry, Mr. Galante's services as a director and board committee member of three other major public companies give him valuable insight into corporate governance, public affairs, environmental, compensation, and audit matters.
Alison A. Quirk Age: 62 Director Class: I Director Since: 2022 Committees: Compensation and Human Capital (Chair) Corporate Governance and Sustainability			Ms. Quirk is the former Executive Vice President, Chief Human Resources and Citizenship Officer at State Street Corporation. Ms. Quirk retired from State Street in 2017 where she worked for 15 years, the last seven as a member of the company’s senior-most strategy and policy making group. As Chief Human Resources and Citizenship Officer, she was responsible for all aspects of human resources and corporate citizenship, leading a global team of more than 500 people. Prior to State Street, Ms. Quirk spent two decades in human resources and business planning roles at FleetBoston Financial, Liberty Financial Companies and Boston Financial Data Services, Inc. Ms. Quirk is an independent non-executive director of Janus Henderson Group plc (NYSE/ASX:JHG), where she is the chair of the compensation committee. She is also a member of the compliance committee of Wynn Resorts, Limited (NASDAQ:WYNN) responsible for ensuring compliance with federal, state, local and gaming laws. She is also an advisor for King Boston, a not-for-profit organization focused on equity and economic justice. She previously served on the Legg Mason Board of Directors as a member of the finance committee and the nominating and governance committees, as well as chairperson of the compensation committee. She also served on a special committee of the board that oversaw the sale of Legg Mason. She holds a bachelor’s degree in Communications from the University of New Hampshire. Skills and Qualifications: Ms. Quirk brings valuable board-level experience advising on corporate strategy, mergers and acquisitions, and company growth objectives. Her background as a senior human resources executive fully aligns with the Company’s initiatives around recruiting, retention, diversity and inclusion, and employee engagement.


Andrea Robertson Age: 66 Director Class: III Director Since: 2004 Committees: Audit (Chair) Corporate Governance and Sustainability			Ms. Robertson was the Group Executive, Corporate Treasurer of MasterCard Worldwide from 2003 to June 2010. Ms. Robertson held financial management positions with RR Donnelley & Sons Company from 1996 to 2003, and with International Business Machines Corporation from 1984 to 1996. From 1979 to 1982, she was an auditor with Coopers & Lybrand. She holds a BS in Accounting from Merrimack College and an MBA in Finance/Management Information Systems from the University of Chicago. She is a certified public accountant. She sits on the Leadership Council of Prevent Child Abuse America. Skills and Qualifications: Ms. Robertson brings to the Board her considerable knowledge and experience in finance and risk management from her training as an accountant and her work in financial management positions. She qualifies as an “audit committee financial expert” under Regulation S-K of the Exchange Act.
Lauren C. States Age: 67 Director Class: III Director Since: 2016 Committees: Compensation and Human Capital Environmental, Health and Safety (Chair) Ad Hoc Cyber			Ms. States retired in 2014 after more than 36 years with International Business Machines Corporation (“IBM”). Prior to her retirement, she served as Vice President, Strategy and Transformation for IBM’s Software Group and as a member of the Growth and Transformation senior leadership team. Her principal responsibilities included leading the global sales force strategy and go-to-market for IBM’s multi-billion dollar software business. From 2008 to 2013, she was a leader in the IBM’s transformation to cloud computing, working with clients to provide insights to the IMB’s strategy and serving as Chief Technology Officer in the corporate strategy function. Over her career, she has served in a broad variety of roles including technology, transformation, sales and talent development. Ms. States received her BS in Economics from The Wharton School of the University of Pennsylvania. In 2015, she completed a Fellowship with Harvard University’s Advanced Leadership Initiative. She is a director of Webster Financial Corporation (NYSE:WBS) and NetBase Quid, a privately held company and, through early 2023, served on the board of Diebold Nixdorf Inc. (NYSE:DBD). Ms. States is devoted to community service, currently serving on the board of Code Nation, an organization equipping students in under-resourced communities to pursue careers in science and technology, and previously serving on the board of the New England Science and Sailing Foundation through April 2023. She is also a Trustee for International House, New York. Skills and Qualifications: Ms. States brings to the Board her considerable experience in sales, technology, and strategy at a major technology company, as well as from serving as a director of other public companies. Ms. States also has a Certificate in Cybersecurity Oversight issued by the National Association of Corporate Directors and Carnegie Mellon University.
Shelley Stewart, Jr. Age: 70 Director Class: I Director Since: 2022 Committees: Audit Environmental, Health and Safety			Mr. Stewart leads the consulting firm Bottom Line Advisory LLC as Managing Partner. Mr. Stewart retired in 2018 after six years as Chief Procurement Officer at DuPont where he led procurement, global sourcing and logistics, as well as real estate and facility services. Prior to joining DuPont in 2012, he spent nearly a decade at Tyco International, where he was Senior Vice President of Operational Excellence and Chief Procurement Officer and oversaw multiple Lean Six Sigma initiatives. Previously, he held senior executive supply chain positions at Raytheon and Invensys PLC. He also spent 19 years at United Technologies Corporation where he held numerous positions around global sourcing. Mr. Stewart currently serves on the boards of Otis Worldwide Corporation (NYSE:OTIS) and Kontoor Brands Inc. (NYSE:KTB), where he sits on their nominating and governance and audit committees. He also serves on the Board of Trustees of Howard University and the Board of Governors for the University of New Haven. He previously spent several years serving on the board of directors for the Institute for Supply Management. He holds a bachelor’s degree and master’s degree in criminal justice from Northeastern University and received his MBA from the University of New Haven. Skills and Qualifications: Mr. Stewart brings significant expertise in areas such as logistics, supply chain management, and operational improvement. His strategic insights, combined with his chemical industry background, are a significant asset to Clean Harbors as the Company continues to execute its growth strategy.


John R. Welch Age: 67 Director Class: I Director Since: 2014 Committees: Compensation and Human Capital Environmental, Health & Safety Ad Hoc Cyber			Mr. Welch retired as a Senior Partner from McKinsey & Company, an international consulting firm, in 2015 after 30 years, and is now a Senior Partner Emeritus. While at McKinsey, he served clients across a variety of industries, served as the Managing Partner of McKinsey’s New England Practice from 2007 to 2012, and led the McKinsey's Strategy Practice from 2001 to 2005. Prior to joining McKinsey, Mr. Welch was a project engineer with Hooker Chemical and with Caltex Petroleum, and worked in the Municipal Lending Group at Bank of America. Mr. Welch is currently an Executive Partner at Bridge Growth Partners, LLC, a private equity firm and he previously served on the board of Finalsite, a private software company. He holds an MBA from the University of Chicago, and BS and MS degrees in chemical engineering from Cornell University. Skills and Qualifications: Mr. Welch brings to the Board his considerable experience in business consulting, operations, and finance.
Robert J. Willett Age: 56 Director Class: III Director Since: 2019 2023 Committees: Compensation and Human Capital Corporate Governance and Sustainability			Mr. Willett is the President and Chief Executive Officer of Cognex Corporation (NASDAQ: CGNX), a machine vision company, where he oversees all aspects of strategy and operations. He joined Cognex in 2008 as Executive Vice President and President of the Modular Vision Systems Division. He was promoted to President and Chief Operating Officer in 2010 and to Chief Executive Officer in 2011. Before joining Cognex, he served as Group Vice President of Business Development and Innovation for the Product Identification business group at Danaher Corporation (NYSE:DHR), a diversified manufacturer of industrial controls and technologies. Prior to that, he served as President of Danaher subsidiary Videojet Technologies. From 1998 to 2003, Mr. Willett served as Chief Executive Officer of Willett International Ltd., a $125 million private coding company with 30 wholly owned sales companies around the world, which he sold to Danaher in 2003. Mr. Willett holds a BA from Brown University and an MBA from Yale University. Skills and Qualifications: As the chief executive officer of a public machine vision company, Mr. Willett has a deep industrial and technology background and expertise in leadership development. He serves as a valuable resource as the Company continues to execute its growth strategy.


Name	Fees Earned or Paid in Cash ($)	Stock Awards (1)(2) ($)	Total ($)
Eugene Banucci (3)	60,833	—	60,833
Edward G. Galante	123,917	166,001	289,918
Karyn Polito (4)	64,125	198,204	262,329
John T. Preston	88,000	166,001	254,001
Alison A. Quirk	89,750	166,001	255,751
Marcy L. Reed	95,000	166,001	261,001
Andrea Robertson	91,000	166,001	257,001
Thomas J. Shields (3)	40,000	—	40,000
Lauren C. States	88,000	166,001	254,001
Shelley Stewart, Jr.	81,000	166,001	247,001
John R. Welch	90,000	166,001	256,001
Robert J. Willett	81,000	166,001	247,001


	For the years ended December 31,
(in thousands)	2023		2022
Net income	$	377,856	$	411,744
Accretion of environmental liabilities	13,667		12,943
Stock-based compensation	20,703		26,844
Depreciation and amortization	365,761		347,594
Other income, net	(2,315)		(2,472)
Loss on early extinguishment of debt	2,880		422
Gain on sale of business	—		(8,864)
Interest expense, net of interest income	108,595		107,663
Provision for income taxes	125,423		126,254
Adjusted EBITDA	$	1,012,570	$	1,022,128


ABM Industries Incorporated	Healthcare Services Group, Inc.	Stanley Black & Decker, Inc.
Advanced Drainage, Inc.	Huntsman Corporation	Stericycle, Inc.
Chemed Corporation	Iron Mountain, Inc.	Tetra Tech Inc.
Darling Ingredients Inc.	KBR, Inc.	Waste Connections, Inc.
EMCOR, Inc.	Quanta Services, Inc.	Waste Management, Inc.
Enviri Corporation	Republic Services, Inc.
GFL Environmental Inc.	Rollins, Inc


	For the years ended December 31,
(in thousands)	2023		2022
Net cash from operating activities	$	734,552	$	626,214
Additions to property, plant and equipment	(422,300)		(345,056)
Proceeds from sale and disposal of fixed assets	9,650		8,779
Adjusted FCF	$	321,902	$	289,937


		Annual Base Salary as of December 31,
Name	Principal Position as of December 31, 2023	2023			2022		2021
Michael L. Battles	Co-Chief Executive Officer and Co-President	$	900,000	(1)	$	540,000	$	540,000
Eric W. Gerstenberg	Co-Chief Executive Officer and Co-President	900,000		(1)	625,000		625,000
Alan S. McKim	Executive Chairman and Chief Technology Officer	900,000		(2)	1,265,000		1,265,000
Eric J. Dugas	Executive Vice President and Chief Financial Officer	425,000		(3)	N/A		N/A
Brian P. Weber	President, Safety-Kleen Sustainability Solutions	550,000		(4)	478,500		478,500
Robert E. Speights	President, Industrial Services	525,000			525,000		525,000
Sharon M. Gabriel	Executive Vice President and Chief Information Officer	410,000		(5)	N/A		N/A


Metric (Weighting)	Threshold	Target	Maximum	Achievement (1)
Revenue (20%)
Goal ($ millions)	$5,257	$5,357	$5,624	Between Threshold and Target
Potential bonus (for each Co-CEO)	$135,000	$270,000	$405,000	$232,405
Adjusted EBITDA (40%)
Goal ($ millions)	$1,000	$1,040	$1,090	Between Threshold and Target
Potential bonus (for each Co-CEO)	$270,000	$540,000	$810,000	$294,008
Adjusted FCF (20%)
Goal ($ millions)	$300	$325	$365	Between Threshold and Target
Potential bonus (for each Co-CEO)	$135,000	$270,000	$405,000	$237,462
TRIR (20%)
Goal	N/A	0.70	0.67	Above Maximum
Potential bonus (for each Co-CEO)	$0	$270,000	$405,000	$405,000
Total potential bonus (for each Co-CEO)	$540,000	$1,350,000	$2,025,000	$1,168,875



Metric	Target	Threshold
Adjusted EBITDA Margin	20.3%	19.7%
Adjusted ROIC	14.6%	13.6%


	Shares Awarded
Name	# of Shares	% of Base Salary
Michael L. Battles	6,696	85%
Eric W. Gerstenberg	6,696	85%
Alan S. McKim	—	—
Eric J. Dugas	4,092	110%
Brian P. Weber	5,777	120%
Robert E. Speights	5,055	110%
Sharon M. Gabriel	3,947	110%


			Alison A. Quirk, Chair John T. Preston Lauren C. States John R. Welch Robert J. Willett


Name and Principal Position(1)	Year	Salary ($)	Bonus ($)	Stock Awards (2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (4) ($)	Total ($)
Michael L. Battles	2023	810,000	—	2,931,746	1,168,875	6,691	4,917,312
Co-Chief Executive Officer and	2022	540,000	—	922,088	785,279	5,052	2,252,419
Co-President	2021	540,000	350,000	1,572,655	734,400	5,082	3,202,137
Eric W. Gerstenberg	2023	831,250	—	2,931,746	1,168,875	6,672	4,938,543
Co-Chief Executive Officer and	2022	625,000	—	2,193,743	1,058,896	5,290	3,882,929
Co-President	2021	625,000	—	2,883,445	943,766	5,187	4,457,398
Alan S. McKim	2023	991,250	—	—	1,287,386	17,928	2,296,564
Executive Chairman and	2022	1,265,000	—	1,199,998	3,758,430	17,928	6,241,356
Chief Technology Officer	2021	1,265,000	—	1,293,846	3,036,000	17,878	5,612,724
Eric J. Dugas	2023	399,750	—	145,738	480,571	4,560	1,030,619
Executive Vice President and
Chief Financial Officer
Brian P. Weber	2023	532,125	—	904,466	564,582	5,414	2,006,587
President, Safety-Kleen	2022	478,500	—	726,293	714,992	5,414	1,925,199
Sustainability Solutions	2021	474,883	—	1,361,582	567,539	4,263	2,408,267
Robert E. Speights	2023	525,000	—	180,084	592,988	4,976	1,303,048
President, Industrial Services	2022	525,000	—	1,645,812	784,471	4,224	2,959,507
	2021	446,254	—	601,427	606,905	4,326	1,658,912
Sharon M. Gabriel	2023	410,003	—	140,645	483,595	4,250	1,038,493
Executive Vice President and
Chief Information Officer


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Possible Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards (3) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Michael L. Battles		540,000	1,350,000	2,025,000
	2/1/2023				3,348	6,696	6,696		—
	2/1/2023							22,450	2,931,746

Eric W. Gerstenberg		540,000	1,350,000	2,025,000
	2/1/2023				3,348	6,696	6,696		—
	2/1/2023							22,450	2,931,746

Alan S. McKim		594,750	1,486,875	2,230,313

Eric J. Dugas		425,000	552,500	637,500
	2/1/2023				2,046	4,092	4,092		—
	2/1/2023							1,116	145,738

Brian P. Weber		550,000	715,000	825,000
	2/1/2023				2,889	5,777	5,777		—
	2/1/2023							1,926	251,516
	2/1/2023							5,000	652,950

Robert E. Speights		525,000	682,500	787,500
	2/1/2023				2,528	5,055	5,055		—
	2/1/2023							1,379	180,084

Sharon M. Gabriel		410,000	533,000	615,000
	2/1/2023				1,974	3,947	3,947		—
	2/1/2023							1,077	140,645


		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested (1) ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (1) ($)
Michael L. Battles	7/1/2019	796	(3)	138,910	—		—
	7/1/2020	2,059	(3)	359,316	—		—
	7/1/2021	2,962	(3)	516,899	—		—
	7/1/2021	4,621	(4)	806,411	—		—
	11/1/2021	1,667	(7)	290,908	—		—
	2/7/2022	2,792	(3)	487,232	—		—
	2/7/2022	5,806	(2)	1,013,205	—		—
	2/1/2023	22,450	(6)	3,917,750	—		—
	2/1/2023	—		—	3,348	(5)	584,259

Eric W. Gerstenberg	7/1/2019	1,271	(3)	221,802	—		—
	7/1/2021	6,514	(10)	1,136,758	—		—
	7/1/2021	3,497	(4)	610,261	—		—
	9/1/2021	1,667	(7)	290,908	—		—
	2/7/2022	12,339	(10)	2,153,279	—		—
	2/7/2022	4,394	(2)	766,797	—		—
	2/1/2023	22,450	(6)	3,917,750	—		—
	2/1/2023	—		—	3,348	(5)	584,259

Alan S. McKim	7/1/2021	8,327	(4)	1,453,145	—		—
	2/7/2022	10,463	(2)	1,825,898	—		—

Eric J. Dugas	7/1/2019	266	(3)	46,420	—		—
	7/1/2020	686	(3)	119,714	—		—
	4/1/2021	500	(7)	87,255	—		—
	7/1/2021	987	(3)	172,241	—		—
	7/1/2021	2,172	(4)	379,036	—		—
	11/1/2021	334	(7)	58,286	—		—
	2/7/2022	1,005	(3)	175,383	—		—
	2/7/2022	2,948	(2)	514,455	—		—
	6/1/2022	3,334	(7)	581,816	—		—
	2/1/2023	1,116	(3)	194,753	—		—
	2/1/2023	—		—	2,046	(5)	357,047


	Stock Awards
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Michael L. Battles		18,197	2,923,310
Eric W. Gerstenberg		31,393	4,943,160
Alan S. McKim		5,391	804,404
Eric J. Dugas		7,397	1,085,251
Brian P. Weber		7,690	1,202,943
Robert E. Speights		7,673	1,118,473
Sharon M. Gabriel		5,318	803,755


Name	Termination without cause not in connection with a Change of Control ($)	Involuntary Termination in Connection with a Change of Control (1) ($)	Death or Disability ($)	Dissolution or Liquidation ($)
Michael L. Battles
Base Salary (2)	1,800,000	1,800,000	—	—
Performance Based Cash Bonus (3)	1,168,875	1,168,875	1,168,875	—
Stock Awards (4)	—	8,699,149	1,819,616	8,699,149
Other Compensation (5)	50,113	50,113	—	—
Eric W. Gerstenberg
Base Salary (2)	1,800,000	1,800,000	—	—
Performance Based Cash Bonus (3)	1,168,875	1,168,875	1,168,875	—
Stock Awards (4)	—	10,266,073	1,377,058	10,266,073
Other Compensation (5)	54,772	54,772	—	—
Alan S. McKim
Base Salary (1)	—	—	—	—
Performance Based Cash Bonus (2)	1,287,386	1,287,386	1,287,386	—
Stock Awards (3)	—	3,279,043	3,279,043	3,279,043
Eric J. Dugas
Base Salary (2)	425,000	425,000	—	—
Performance Based Cash Bonus (3)	480,571	480,571	480,571	—
Stock Awards (4)	—	3,043,453	893,491	893,491
Other Compensation (5)	25,057	25,057	—	—
Brian P. Weber
Base Salary (2)	550,000	550,000	—	—
Performance Based Cash Bonus (3)	564,582	564,582	564,582	—
Stock Awards (4)	—	5,029,378	1,488,571	5,029,378
Other Compensation (5)	29,829	29,829	—	—
Robert E. Speights
Base Salary (2)	525,000	525,000	—	—
Performance Based Cash Bonus (3)	592,988	592,988	592,988	—
Stock Awards (4)	—	4,444,943	2,567,216	4,444,943
Other Compensation (5)	22,395	22,395	—	—
Sharon M. Gabriel
Base Salary (2)	410,000	410,000	—	—
Performance Based Cash Bonus (3)	483,595	483,595	483,595	—
Stock Awards (4)	—	2,374,208	909,371	2,374,208
Other Compensation (5)	27,020	27,020	—	—


	PEO McKim(1)		Co-PEO Battles(1)		Co-PEO Gerstenberg(1)		Average SCT Total for Non-PEO NEOs(3)(4) ($)	Average CAP to Non-PEO NEOs(3)(9) ($)	Value of Initial Fixed $100 Investment Based On:
Year	SCT Total(2) ($)	CAP(9) ($)	SCT Total(2) ($)	CAP(9) ($)	SCT Total(2) ($)	CAP(9) ($)			TSR(5) ($)	Peer Group TSR(6) ($)	Net Income ('000)(7) ($)	Adjusted EBITDA ('000)(8) ($)
2023	2,296,564	3,620,475	4,917,312	9,168,758	4,938,543	10,246,152	1,344,687	3,379,706	203.46	172.43	377,856	1,012,570
2022	6,241,356	6,773,049	—	—	—	—	2,755,014	3,349,545	133.07	138.62	411,744	1,022,128
2021	5,612,724	6,601,096	—	—	—	—	2,931,679	3,736,275	116.35	153.53	203,247	676,606
2020	3,828,532	3,661,166	—	—	—	—	2,343,696	2,262,282	88.75	116.53	134,837	573,804


Performance Metrics
Adjusted EBITDA
Adjusted EBITDA Margin
Adjusted Free Cash Flow
Adjusted Return on Invested Capital
Revenue
TRIR


	For the Year
	2023		2022
Audit Fees	$	3,242,259	$	2,892,252
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	1,895		1,895
	$	3,244,154	$	2,894,147


			Marcy L. Reed, Chair
			Karyn Polito
			Andrea Robertson
			Shelley Stewart, Jr.


Name and Address	Number of Shares		Percent
The Vanguard Group	4,779,072	(1)	8.7	%
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock, Inc.	4,393,473	(2)	8.0	%
50 Hudson Yards
New York, NY 10001

Wellington Management Group LLP	3,654,929	(3)	6.7	%
280 Congress Street
Boston, MA 02210

Select Equity Group, L.P.	2,957,014	(4)	5.4	%
380 Lafayette Street, 6th Floor
New York, NY 10003

Alan S. McKim	2,746,560	(5)	5.0	%
c/o Clean Harbors, Inc.
42 Longwater Drive
Norwell, MA 02061