🧾 What This Document Is

This is a proxy statement (DEF 14A) for Clean Harbors, Inc. Think of it as the official "playbook" and ballot for the company's annual shareholder meeting. It explains what shareholders will vote on, provides details on director nominees, and discloses how executives are paid. You’re reading it because the company is legally required to give shareholders this information before they vote.

🏢 What The Company Does

👉 In simple terms, Clean Harbors is the leading provider of environmental and industrial services in North America. They help businesses manage waste, clean up spills, and handle hazardous materials. They operate a massive network of recycling facilities, landfills, and incinerators. Essentially, they are the essential "clean-up crew" for industrial America.

📅 The Big Vote: What Shareholders Are Deciding

Shareholders will vote on three main items at the meeting on May 20, 2026:

Elect four directors to the Board (Proposal 1).
Approve executive compensation in a non-binding "Say on Pay" vote (Proposal 2).
Ratify Deloitte & Touche LLP as the company's auditor for 2026 (Proposal 3). 👉 Your vote on directors and pay requires you to give instructions to your broker; they can't vote automatically on these.

👥 The Leaders: Directors & Executives

The Board has 13 members and is split into three classes. Four Class I directors are up for re-election this year:

Edward G. Galante (Lead Director, former Exxon Mobil executive)
Alison A. Quirk (HR expert, former State Street Corp. executive)
Shelley Stewart, Jr. (Supply chain & procurement expert)
John R. Welch (Former McKinsey senior partner)

The top executives are:

Alan S. McKim: Founder and Executive Chairman. He was CEO for decades and is now Chief Technology Officer.
Michael L. Battles & Eric W. Gerstenberg: Co-Chief Executive Officers and Co-Presidents.

💰 Executive Pay: The "Compensation Actually Paid"

This section is complex but crucial. The SEC now requires companies to show not just the total compensation awarded, but the "Compensation Actually Paid" (CAP), which adjusts for changes in stock and award values. It’s meant to show how pay aligns with shareholder returns.

Here’s the trend for the Co-CEOs in 2025:

Michael L. Battles: CAP was $6.0 million. His total compensation was $5.9M, but the value of his unvested stock awards increased, adding $3.3M to his "actually paid" figure.
Eric W. Gerstenberg: CAP was $6.1 million. Similar to Battles, the increase in his award values added $3.3M.
Alan S. McKim (as a former CEO): His CAP was $0 for 2025 and 2024, as he no longer receives this type of compensation.

👉 Why it matters: This "CAP" number can swing wildly year-to-year with the stock price. It’s designed to show the real-time link between executive wealth and company performance. A rising stock price makes their compensation look much larger on paper.

⚖️ How the Company is Governed

Clean Harbors has a strong governance structure:

Staggered Board: Directors serve 3-year terms, with only one class elected each year. This promotes stability but can make it harder for shareholders to change the board quickly.
Independent Oversight: 10 out of 13 directors are "independent" (not company employees). All Board committees are made up solely of independent directors.
Key Committees:
- Audit: Oversees financials and hiring the auditor. Met 6 times in 2025.
- Compensation & Human Capital (C&HC): Sets executive pay. Met 5 times.
- Corporate Governance & Sustainability: Nominates directors and oversees ESG. Met 4 times.
- Environmental, Health & Safety: Critical for their industry. Met 4 times.
- Ad Hoc Cyber Committee: Focused specifically on cybersecurity risk. Met 3 times.

🔮 What's Next & Why This Meeting Matters

The annual meeting is a routine but vital check-in. The key signals from this filing are:

Stability at the Top: The board is backing the current leadership structure with McKim as Executive Chairman and the two Co-CEOs.
Focus on Pay-for-Performance: The detailed "CAP" disclosures are the company's way of showing investors that executive pay rises and falls with company performance and stock price.
Emphasis on Risk Oversight: The existence of specialized committees for Cyber and EHS shows the board is actively managing the unique risks of this industry (hazardous waste, data security).

⚖️ Strengths & Risks

👍 Strengths:

Market Leader: Dominant position in a non-cyclical, essential industry.
Experienced Board: Deep expertise in operations, finance, and governance.
Aligned Leadership: Executives own significant stock (McKim is the largest individual shareholder).

⚠️ Risks:

Regulatory & Environmental Risk: Their business is highly regulated. Any major compliance failure or environmental incident could be costly.
Succession Planning: While the Co-CEO structure is established, the long-term plan beyond them will be watched closely.
Economic Sensitivity: While less cyclical, a major industrial downturn could reduce waste volumes.

🧠 The Analogy

Think of this proxy statement as the team playbook and roster for the Clean Harbors "franchise" being shared with its owners (the shareholders) before the big season. It shows you who the coaches and star players are (directors & executives), how their contracts (compensation) are tied to winning (company performance), and lets you, the owner, vote on key strategy (board composition, auditor choice).

🧩 Final Takeaway

This document confirms Clean Harbors is maintaining its stable governance and leadership structure. The most important takeaway for shareholders is understanding that the "Compensation Actually Paid" figures are intentionally linked to the company's stock performance, and your votes will help shape the board's oversight of that strategy.

CLEAN HARBORS INC — DEF 14A Filing