Clean Harbors Inc DEF 14A, filed Apr 10, 2026

Clean Harbors Inc (CLH)

DEF 14A 2026-04-10 For: 2026-05-20

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Added on June 12, 2026

About this DEF 14A

Clean Harbors Inc filed this DEF 14A on April 10, 2026.

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	PEO (Alan S. McKim)
Year	2025		2024		2023		2022		2021
Summary Compensation Table Total Compensation	$	—	$	—	$	2,296,564	$	6,241,356	$	5,612,724
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	—		—		—		1,199,998		1,293,846
Add:	—
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	—		—		—		1,492,575		1,384,608
Change in Fair Value of Prior Year Awards Unvested as of Year-End	—		—		1,134,728		159,314		150,020
Change in Fair Value of Prior Year Awards that Vested During Year	—		—		189,183		79,802		747,590
Total Additions to Compensation Actually Paid	—		—		1,323,911		1,731,691		2,282,218
Compensation Actually Paid	$	—	$	—	$	3,620,475	$	6,773,049	$	6,601,096

	Co-PEO (Michael L. Battles)
Year	2025		2024		2023		2022		2021
Summary Compensation Table Total Compensation	$	5,927,812	$	5,286,045	$	4,917,312	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	3,197,110		2,881,028		2,931,746		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	3,217,535		4,339,520		5,086,269		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	158,857		1,799,853		1,250,254		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	(64,334)		345,520		846,669		—		—
Change in Fair Value of Prior Year Awards that Forfeited During Year	—		(827,875)		—		—		—
Total Additions to Compensation Actually Paid	3,312,058		5,657,018		7,183,192		—		—
Compensation Actually Paid	$	6,042,760	$	8,062,035	$	9,168,758	$	—	$	—

	Co-PEO (Eric W. Gerstenberg)
Year	2025		2024		2023		2022		2021
Summary Compensation Table Total Compensation	$	5,929,422	$	5,282,845	$	4,938,543	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	3,197,110		2,881,028		2,931,746		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	3,217,535		4,339,520		5,086,268		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	146,748		1,769,034		1,792,496		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	(36,890)		526,505		1,360,591		—		—
Change in Fair Value of Prior Year Awards that Forfeited During Year	—		(827,875)		—		—		—
Total Additions to Compensation Actually Paid	3,327,393		5,807,184		8,239,355		—		—
Compensation Actually Paid	$	6,059,705	$	8,209,001	$	10,246,152	$	—	$	—


	Average of Non-PEO NEOs
Year	2025		2024		2023		2022		2021
Summary Compensation Table Total Compensation	$	2,143,175	$	2,399,973	$	1,344,687	$	2,755,014	$	2,931,679
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	457,204		908,296		342,733		1,371,984		1,604,777
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	460,108		1,204,668		1,281,296		1,706,493		1,643,335
Change in Fair Value of Prior Year Awards Unvested as of Year-End	46,648		429,686		844,916		325,300		543,138
Change in Fair Value of Prior Year Awards that Vested During Year	(58,323)		113,946		251,540		(65,278)		318,653
Change in Fair Value of Prior Year Awards that Forfeited During Year	—		(248,502)		—		—		(95,753)
Total Additions to Compensation Actually Paid	448,433		1,499,798		2,377,752		1,966,515		2,409,373
Compensation Actually Paid	$	2,134,404	$	2,991,475	$	3,379,706	$	3,349,545	$	3,736,275


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):
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			By order of the Board of Directors,

			Lisa R. Haddad, Secretary
			April 10, 2026
			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	COMPENSATION DISCUSSION AND
		ANALYSIS	25
BOARD OF DIRECTORS OVERVIEW	2	Introduction	25
Board Leadership Structure	2	Executive Summary	25
Corporate Governance Guidelines, Committee		2025 Performance Overview	28
Committee Charters, and		Role of the Compensation and Human
Code of Ethics and Business Conduct	3	Capital Committee	28
Director Independence	3	Consideration of Shareholder Responses	29
Limitation on Other Board Services	4	Compensation Philosophy and Objectives	29
Board Committees	5	Stock Ownership Guidelines	35
Audit Committee	6	Insider Trading Policy and
Compensation and Human Capital		Key Prohibited Transactions	35
Committee	6	Policies Related to Timing of Stock Option Grants	36
Corporate Governance and Sustainability		Clawback Policy	36
Committee	7	Employment, Termination of Employment, and
Environmental, Health, and Safety		Change of Control Agreements and
Committee	7	Arrangements	36
Ad Hoc Cyber Committee	8	Report of Compensation and Human
C&HC Committee Interlocks and		Capital Committee	38
Insider Participation	8
Communications to the Independent Directors	8	EXECUTIVE COMPENSATION TABLES	39
Board Oversight of Risk Management	8	Summary Compensation Table	39
Commitment to the Environment and		Grants of Plan-Based Awards	40
Sustainability	9	Outstanding Equity Awards at Fiscal Year-End	41
Executive Succession Planning	9	Option Exercises and Stock Vested	43
No Political Contributions	9	Potential Payments Upon Termination or Change
		of Control	44
ELECTION OF DIRECTORS	9	CEO Pay Ratio Information	45
Board Matrix	10	Appendix A: Reconciliation of GAAP Measure
Board Nomination Process	11	to Corresponding Non-GAAP Measure	46
Current Directors and Nominees	11	Appendix B: Financial Performance Measures
		Used in Incentive Compensation Plans	47
DIRECTOR COMPENSATION	19
		PAY VERSUS PERFORMANCE	49
EXECUTIVE OFFICERS	20
		RATIFICATION OF SELECTION OF
RELATED PARTY TRANSACTIONS	22	INDEPENDENT REGISTERED PUBLIC
		ACCOUNTING FIRM	54
ADVISORY VOTE ON EXECUTIVE		Selection of the Company’s Independent
COMPENSATION	23	Registered Public Accountant	54
		Audit and Related Fees	54
		Audit Committee Report	55

		SECURITY OWNERSHIP OF CERTAIN
		BENEFICIAL OWNERS AND
		MANAGEMENT	56

		SHAREHOLDER PROPOSALS	58
		HOUSEHOLDING	58
		OTHER INFORMATION	58
		OTHER MATTERS	59



Edward G. Galante Age: 75 Director Class: I Director Since: 2010 Committees: Lead Director			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 currently a director of Celanese Corporation (NYSE: CE), where he chairs the board of directors. 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, and Marathon Petroleum Corporation, (NYSE: MPC) where he chaired the compensation and organizational development committee and served on the sustainability 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 experience 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: 64 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 human capital and compensation committee. She is also a member of the board of Embrace Boston, an equity and social justice organization focused on arts/culture and research/policy, where she is also a member of the executive committee and the program committee and chair of the compensation committee. She previously served as a member of the compliance committee of Wynn Resorts, Limited (NASDAQ:WYNN) and on the Legg Mason board of directors as a member of the finance committee and the nominating and governance committee, 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, and employee engagement.
Shelley Stewart, Jr. Age: 72 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 respective 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: 69 Director Class: I Director Since: 2014 Committees: Compensation and Human Capital Environmental, Health, and Safety Ad Hoc Cyber (Chair)			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 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.


Michael L. Battles Age: 57 Director Class: III Director Since: 2024 Committees: None			Michael L. Battles was appointed as the Company’s Co-Chief Executive Officer and Co-President effective March 31, 2023, and has been a member of the Board since August 2024. He joined the Company in September 2013 as Senior Vice President, Corporate Controller and Chief Accounting Officer and was appointed as Executive Vice President and the Company’s Chief Financial Officer in January 2016. Mr. Battles previously served in a variety of senior financial positions at PerkinElmer Inc., a global leader in human and environmental health. His roles included financial leadership of the Human Health business, Chief Accounting Officer, and acting Chief Financial Officer. Prior to PerkinElmer, Mr. Battles worked for Deloitte & Touche LLP in various positions of increasing management responsibility within the firm's audit function, including an assignment in accounting research at Deloitte & Touche LLP’s national office. Mr. Battles is a member of the board of directors of Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management service company, and serves on its audit committee and nominating and ESG committee. He holds a BS in Business Administration with a concentration in Accounting from the University of Vermont and is a certified public accountant. He also has a Certificate in Cybersecurity Oversight issued by the National Association of Corporate Directors and Carnegie Mellon University. Skills and Qualifications: Mr. Battles has accumulated significant expertise in finance, accounting, risk management, cyber security, and capital management through his extensive experience both at the Company and in previous roles.
Eric W. Gerstenberg Age: 57 Director Class: III Director Since: 2024 Committees: None			Eric W. Gerstenberg was appointed as the Company’s Co-Chief Executive Officer and Co-President effective March 31, 2023 and has been a member of the Board since August 2024. Prior to his current role, Mr. Gerstenberg served as the Company’s Chief Operating Officer since January 2015. Mr. Gerstenberg started with the Company in 1989 in Field Operations. From 1989 to 1997, he held a variety of management positions, including General Manager of multiple facilities. From 1997 to 1999, Mr. Gerstenberg was the Vice President of Operations for Pollution Control Industries, a privately-owned environmental services company. Mr. Gerstenberg rejoined the Company in June 1999 as Executive Vice President - Environmental Services and became President, Environmental Services in June 2014. Mr. Gerstenberg holds a BS in Engineering from Syracuse University. In 2017, he attended and received certification at the Harvard Business School Advanced Management Program (AMP193). Skills and Qualifications: Mr. Gerstenberg has accumulated extensive experience in operations, safety, strategy, and business development through his various roles at the Company and his engineering background.


Alan S. McKim Age: 71 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: 59 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 an independent director for Beacon Financial Corporation (NYSE:BBT), following the merger of Berkshire Hills Bancorp, Inc. (NYSE:BHLB), a company for which Ms. Polito had previously been a board member, and Brookline Bancorp, Inc. Ms. Polito serves on the compensation committee and corporate governance and nominating committee of Beacon Financial Corporation. 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, regulations, and public affairs, as well as serving on the board of another public company.
John T. Preston Age: 76 Director Class: II Director Since: 1995 Committees: 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: 63 Director Class: II Director Since: 2021 Committees: Audit (Chair) 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 had served for a 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 where she serves as the chair of the audit committee. 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.
Andrea Robertson Age: 68 Director Class: III Director Since: 2004 Committees: Audit 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 ("IBM") 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 is an Impact Partner for Prevent Child Abuse America, where she had previously sat on the board. 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: 69 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 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 IBM’s transformation to cloud computing, working with clients to provide insights to IBM’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 Quid, a privately held company and, through early 2023, served on the board of directors of Diebold Nixdorf Inc. (NYSE:DBD). Ms. States serves as Trustee for International House, New York and Mercy High School in Middletown, Connecticut. Ms. States also serves on the board of Code Nation and previously served on the board of the New England Science and Sailing Foundation through April 2023. 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.
Robert J. Willett Age: 58 Director Class: III Director Since: 2019 Committees: Compensation and Human Capital Corporate Governance and Sustainability			Mr. Willett was Chief Executive Officer of Cognex Corporation (NASDAQ: CGNX), a machine vision company, from 2011 through June 2025, where he oversaw 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 Chief Operating Officer in 2010 and to Chief Executive Officer in 2011. Mr. Willett served on the Cognex board of directors from 2011 to 2026. 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. In February 2026, Mr. Willett was appointed to the board of Formlabs, a privately held company, and in March 2026, he retired from the board of Cognex, which he joined in 2011. Mr. Willett holds a BA from Brown University and an MBA from Yale University. Skills and Qualifications: As the former 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 ($)
Edward G. Galante	155,000	179,987	334,987
Karyn Polito	90,000	179,987	269,987
John T. Preston	105,000	179,987	284,987
Alison A. Quirk	110,000	179,987	289,987
Marcy L. Reed	115,000	179,987	294,987
Andrea Robertson	90,000	179,987	269,987
Lauren C. States	105,000	179,987	284,987
Shelley Stewart, Jr.	90,000	179,987	269,987
John R. Welch	105,000	179,987	284,987
Robert J. Willett	90,000	179,987	269,987


Name	Base Salary (1) ($)	Target Annual Cash Incentives (2) ($)	Target Annual Long-Term Incentives (3) ($)
Michael L. Battles	1,000,000	1,500,000	3,810,000
Eric W. Gerstenberg	1,000,000	1,500,000	3,810,000
Eric J. Dugas	565,000	734,500	904,000
Brian P. Weber	630,000	819,000	1,008,000
Jeroen Diderich	625,000	812,500	1,000,000
Alan S. McKim	900,000	1,350,000	—


Total Revenue		Net Income		Adjusted EBITDA (1)

2025	2024	2025	2024	2025	2024
$6,030,837	$5,889,952	$390,974	$402,299	$1,169,939	$1,116,934

Cash Flow from Operations		Adjusted Free Cash Flow (1)		Total Recordable Incident Rate

2025	2024	2025	2024	2025	2024
$866,725	$777,771	$509,315	$357,882	0.49	0.65


ABM Industries Incorporated	EMCOR, Inc.	Republic Services, Inc.
Advanced Drainage, Inc.	Enviri Corporation	Rollins, Inc
APi Group Corporation	GFL Environmental Inc.	Stericycle
Chemed Corporation	Huntsman Corporation	Tetra Tech Inc.
The Chemours Company	Iron Mountain, Inc.	Waste Connections, Inc.
Darling Ingredients Inc.	KBR, Inc.	Waste Management, Inc.
Ecolab Inc.


Name	Annual MIP %	SEIP %	Combined %
Michael L. Battles	150%	—	150%
Eric W. Gerstenberg	150%	—	150%
Eric J. Dugas	50%	80%	130%
Brian P. Weber	50%	80%	130%
Jeroen Diderich	50%	80%	130%
Alan S. McKim	150%	—	150%


2025 Named Executive Officers

Michael L. Battles
Co-Chief Executive Officer and Co-President (1)

Eric W. Gerstenberg
Co-Chief Executive Officer and Co-President (2)

Eric J. Dugas
Executive Vice President and Chief Financial Officer (3)

Brian P. Weber
President, Safety-Kleen Sustainability Solutions (4)

Jeroen Diderich
President, Environmental Sales & Services (5)

Alan S. McKim
Executive Chairman and Chief Technology Officer (6)


		Annual Base Salary as of December 31,
Name	Principal Position as of December 31, 2025	2025 ($)	2024 ($)	Change
Michael L. Battles	Co-Chief Executive Officer and Co-President	1,000,000	900,000	11.1%	(1)
Eric W. Gerstenberg	Co-Chief Executive Officer and Co-President	1,000,000	900,000	11.1%	(1)
Eric J. Dugas	Executive Vice President and Chief Financial Officer	565,000	425,000	32.9%	(1)
Brian P. Weber	President, Safety-Kleen Sustainability Solutions	630,000	N/A	N/A
Jeroen Diderich	President, Environmental Sales and Services	625,000	625,000	0.0%
Alan S. McKim	Executive Chairman and Chief Technology Officer	900,000	900,000	0.0%


Metric	Weighting	Threshold	Target	Maximum
Revenue - ES & Corp ($)	20%	5,016	5,232	5,544
Adjusted EBITDA - ES & Corp ($)	35%	984	1,036	1,088
Adjusted EBITDA - SKSS ($)	5%	131	154	177
Adjusted Free Cash Flow ($)	20%	395	440	485
TRIR	20%	0.70	0.69-0.60	0.60


Metric	Weighting	2025 Results	Co-CEO/ McKim Performance Factor	NEO Performance Factor
Revenue - ES & Corp ($)	20%	5,153.7	16.4%	15.6%
Adjusted EBITDA - ES & Corp ($)	35%	1,038.7	36.0%	35.8%
Adjusted EBITDA - SKSS ($)	5%	137.5	3.2%	2.8%
Adjusted Free Cash Flow ($)	20%	480.6	29.0%	27.2%
TRIR	20%	0.49	30.0%	28.0%
			114.6%	109.4%


	Salary for Cash Bonus Payout ($)	Annual MIP			SEIP			Total Combined Cash Bonus ($)
Name		% of Salary	Performance Factor	Annual MIP Payout ($)	% of Salary	SEIP Achievement	SEIP Payout ($)
	A	B	C	ABC	D	E	ADE
Michael L. Battles	1,000,000	150%	114.6%	1,719,000	—	—	—	1,719,000
Eric W. Gerstenberg	1,000,000	150%	114.6%	1,719,000	—	—	—	1,719,000
Eric J. Dugas	565,000	50%	109.4%	309,055	80%	101%	457,650	766,705
Brian P. Weber	630,000	50%	109.4%	344,610	80%	100%	503,997	848,607
Jeroen Diderich	625,000	50%	109.4%	341,877	80%	96%	481,252	823,129
Alan S. McKim	900,000	150%	114.6%	1,547,100	—	—	—	1,547,100


	Shares Awarded
Name	% of Base Salary	# of Shares
Michael L. Battles	124.5%	5,325
Eric W. Gerstenberg	124.5%	5,325
Eric J. Dugas	120%	2,924
Brian P. Weber	120%	3,260
Jeroen Diderich	120%	3,234
Alan S. McKim	—	—


			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	2025	1,000,000	—	3,197,110	1,719,000	11,702	5,927,812
Co-Chief Executive Officer and	2024	900,000	—	2,881,028	1,493,831	11,186	5,286,045
Co-President	2023	810,000	—	2,931,746	1,168,875	6,691	4,917,312
Eric W. Gerstenberg	2025	1,000,000	—	3,197,110	1,719,000	13,312	5,929,422
Co-Chief Executive Officer and	2024	900,000	—	2,881,028	1,493,831	7,986	5,282,845
Co-President	2023	831,250	—	2,931,746	1,168,875	6,672	4,938,543
Eric J. Dugas	2025	565,000	—	567,821	766,705	4,627	1,904,153
Executive Vice President and	2024	425,000	—	353,181	589,513	7,658	1,375,352
Chief Financial Officer	2023	399,750	—	145,738	480,571	4,560	1,030,619
Brian P. Weber	2025	630,000	—	633,061	848,607	8,349	2,120,017
President, Safety-Kleen	2024	576,667	—	537,711	709,930	5,918	1,830,226
Sustainability Solutions	2023	532,125	—	904,466	564,582	5,414	2,006,587
Jeroen Diderich	2025	625,003	—	627,935	823,129	6,567	2,082,634
President, Environmental Sales	2024	386,278	100,000	2,382,490	869,431	101,232	3,839,431
and Services
Alan S. McKim	2025	900,000	—	—	1,547,100	18,797	2,465,897
Executive Chairman and	2024	900,000	—	—	1,493,831	16,354	2,410,185
Chief Technology Officer	2023	991,250	—	—	1,287,386	17,928	2,296,564


		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	N/A	750,000	1,500,000	2,250,000
	2/1/2025				2,663	5,325	10,650		620,363
	2/1/2025							11,059	2,576,747

Eric W. Gerstenberg	N/A	750,000	1,500,000	2,250,000
	2/1/2025				2,663	5,325	10,650		620,363
	2/1/2025							11,059	2,576,747

Eric J. Dugas	N/A	565,000	734,500	847,500
	2/1/2025				1,462	2,924	5,848		340,646
	2/1/2025							975	227,175

Brian P. Weber	N/A	630,000	819,000	945,000
	2/1/2025				1,630	3,260	6,520		379,790
	2/1/2025							1,087	253,271

Jeroen Diderich	N/A	625,000	812,500	937,500
	2/1/2025				1,617	3,234	6,468		376,761
	2/1/2025							1,078	251,174

Alan S. McKim	N/A	675,000	1,350,000	2,025,000


		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) ($)	Equity Incentive Plan Awards:
					Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (1) ($)
Michael L. Battles	7/1/2021	1,540	(2)	361,099	—		—
	7/1/2021	593	(3)	139,047	—		—
	2/7/2022	2,902	(4)	680,461	—		—
	2/7/2022	1,117	(3)	261,914	—		—
	2/1/2023	1,464	(5)	343,279	—		—
	2/1/2023	13,470	(6)	3,158,446	—		—
	2/1/2024	1,732	(7)	406,119	—		—
	2/1/2024	11,619	(6)	2,724,423	—		—
	2/1/2025	11,059	(8)	2,593,114	—		—
	2/1/2025	—		—	2,663	(9)	624,303

Eric W. Gerstenberg	7/1/2021	1,166	(2)	273,404	—		—
	2/7/2022	2,196	(4)	514,918	—		—
	2/1/2023	1,464	(5)	343,279	—		—
	2/1/2023	13,470	(6)	3,158,446	—		—
	2/1/2024	1,732	(7)	406,119	—		—
	2/1/2024	11,619	(6)	2,724,423	—		—
	2/1/2025	11,059	(8)	2,593,114	—		—
	2/1/2025	—		—	2,663	(9)	624,303

Eric J. Dugas	7/1/2021	724	(2)	169,764	—		—
	7/1/2021	198	(3)	46,427	—		—
	2/7/2022	1,474	(4)	345,624	—		—
	2/7/2022	402	(3)	94,261	—		—
	2/1/2023	894	(5)	209,625	—		—
	2/1/2023	1,116	(3)	261,680	—		—
	2/1/2024	1,059	(7)	248,314	—		—
	2/1/2024	722	(3)	169,295	—		—
	2/1/2025	975	(8)	228,618	—		—
	2/1/2025	—		—	1,462	(9)	342,810


	Stock Awards
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Michael L. Battles		14,607	3,297,321
Eric W. Gerstenberg		16,843	3,839,358
Eric J. Dugas		4,834	1,059,479
Brian P. Weber		6,513	1,429,964
Jeroen Diderich		3,666	831,412
Alan S. McKim		5,391	1,141,628


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 ($)	Dissolution or Liquidation ($)	Qualified Retirement (6) ($)
Michael L. Battles
Base Salary (2)	2,000,000	2,000,000	—	—	—
Performance Based Cash Bonus (3)	3,050,353	3,050,353	3,050,353	—	—
Stock Awards (4)	—	12,424,392	12,424,392	12,424,392	—
Other Compensation (5)	87,679	87,679	—	—	—
Eric W. Gerstenberg
Base Salary (2)	2,000,000	2,000,000	—	—	—
Performance Based Cash Bonus (3)	3,050,353	3,050,353	3,050,353	—	—
Stock Awards (4)	—	11,770,193	11,770,193	11,770,193	7,420,589
Other Compensation (5)	89,450	89,450	—	—	—
Eric J. Dugas
Base Salary (2)	565,000	565,000	—	—	—
Performance Based Cash Bonus (3)	766,705	766,705	766,705	—	—
Stock Awards (4)	—	2,769,678	2,769,678	2,769,678	—
Other Compensation (5)	42,364	42,364	—	—	—
Brian P. Weber
Base Salary (2)	630,000	630,000	—	—	—
Performance Based Cash Bonus (3)	848,607	848,607	848,607	—	—
Stock Awards (4)	—	4,688,193	4,688,193	4,688,193	2,527,225
Other Compensation (5)	47,160	47,160	—	—	—
Jeroen Diderich
Base Salary (2)	625,003	625,003	—	—	—
Performance Based Cash Bonus (3)	823,129	823,129	823,129	—	—
Stock Awards (4)	—	2,730,754	2,730,754	2,730,754	—
Other Compensation (5)	45,803	45,803			—
Alan S. McKim
Base Salary (2)	—	—	—	—	—
Performance Based Cash Bonus (3)	1,547,100	1,547,100	1,547,100	—	1,547,100
Stock Awards (4)	—	1,877,481	1,877,481	1,877,481	—


	For the years ended December 31,
(in thousands)	2025		2024
Net income	$	390,974	$	402,299
Accretion of environmental liabilities	14,326		13,456
Stock-based compensation	32,702		27,981
Depreciation and amortization	446,006		400,922
Third-party transaction related costs	3,533		—
Kimball startup costs	—		4,343
Other (income) expense, net	(5,200)		1,454
Loss on early extinguishment of debt	8,277		371
Gain on sale of businesses	(776)		—
Interest expense, net of interest income	143,104		134,964
Provision for income taxes	136,993		131,144
Adjusted EBITDA	$	1,169,939	$	1,116,934


	Revenue - ES & Corp		Adjusted EBITDA - ES & Corp		Adjusted EBITDA - SKSS		Total Adjusted EBITDA		Adjusted Free Cash Flow
As reported amounts	$	5,193,476	$	1,032,485	$	137,454	$	1,169,939	$	509,315
Strategic Capital Project included in Targets	—		—		—		—		(12,968)
One Big Beautiful Bill Act	—		—		—		—		(20,000)
Severance, Integration, Acquisition & Divestiture	7,169		6,192		—		6,192		4,240
As adjusted for 2025 incentive compensation	$	5,200,645	$	1,038,677	$	137,454	$	1,176,131	$	480,587


	For 2024 Awards
Adjusted EBITDA	$	1,112,224
Depreciation	382,378
Operating Cash Taxes	218,954
	$	510,892

Average Invested Capital per definition	$	4,388,677

Adjusted ROIC	11.6%


	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) ($)
2025	—	—	5,927,812	6,042,760	5,929,422	6,059,705	2,143,175	2,134,404	307.97	178.04	390,974	1,169,939
2024	—	—	5,286,045	8,062,035	5,282,845	8,209,001	2,399,973	2,991,475	302.30	164.99	402,299	1,116,934
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	229.26	140.22	377,856	1,012,570
2022	6,241,356	6,773,049	—	—	—	—	2,755,014	3,349,545	149.94	113.50	411,744	1,022,128
2021	5,612,724	6,601,096	—	—	—	—	2,931,679	3,736,275	131.10	129.58	203,247	676,606


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


	2025		2024
Audit Fees	$	2,997,500	$	3,393,513
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	2,000		1,895
	$	2,999,500	$	3,395,408


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


Name and Address	Number of Shares		Percent
Wellington Management Group LLP	5,182,538	(1)	9.7	%
280 Congress Street
Boston, MA 02210

The Vanguard Group	4,779,072	(2)	9.0	%
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock, Inc.	4,393,479	(3)	8.2	%
50 Hudson Yards
New York, NY 10001

D1 Capital Partners L.P.	2,781,882	(4)	5.2	%
9 West 57th Street, 36th Floor
New York, NY 10019