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

DEF 14A of Clean Harbors Inc

Filed Apr 10, 2024 · FY20230000822818-24-000015

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (Proposal 1 on Proxy Form)

    (Proposal 1 on Proxy Form) The Board is the ultimate decision-making body of the Company except with respect to those matters reserved to the shareholders by law or pursuant to the Company’s Restated Articles of Organization or the Company’s Bylaws. The Board is responsible for selection of the Chief Executive Officer or Co-Chief Executive Officers and for advising the Chief Executive Officer or Co-Chief Executive Officers with respect to the selection of a management team, providing oversight responsibility and direction to management, and evaluating the performance of management on behalf of the shareholders. As more fully described below, the Board has determined that, except for Alan S. McKim, the Company’s Executive Chairman and Chief Technology Officer, all of the current members of the Board are “independent directors” as defined by the NYSE rules. In 2023, the Board held six meetings and acted by unanimous written consent in lieu of meeting once. Overall attendance at Board and committee meetings was over 95% and attendance was at least 75% for each director. All current members of the Board who were then serving as directors also attended the 2023 annual meeting of shareholders either in person or virtually. While we do not have a formal policy, it has been longstanding practice that all directors attend the annual meeting of shareholders unless there are unavoidable schedule conflicts or unforeseen circumstances. The Board is currently composed of 11 directors classified into three classes. There are currently four Class I directors, four Class II directors, and three Class III directors. One class of directors is elected each year for a term of three years. The term of the current Class II directors, Alan S. McKim, Karyn Polito, John T. Preston, and Marcy L. Reed, will expire at the 2024 annual meeting and the Board has nominated all of the four current Class II directors to stand for re-election as Class II directors at the 2024 annual meeting.

  3. Board Matrix

    Board Matrix The following matrix provides information regarding the 11 current members of the Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of the directors which the Board believes are relevant to our business and corporate structure. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience, or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience, or attribute with respect to any of the directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, and experience listed below may vary among the members of the Board. As more fully described above under “Board of Directors and Corporate Governance - Board Committees,” the Board's Corporate Governance and Sustainability Committee, which is composed solely of independent directors, is responsible for selecting nominees to recommend to the full Board for election as directors. In that capacity, the Corporate Governance and Sustainability Committee and the full Board determine on an annual basis the appropriate characteristics, skills, and experience for the Board as a whole and for its individual members. While the Corporate Governance and Sustainability Committee and the full Board do not have any formal policy with regard to gender or racial diversity, the Corporate Governance and Sustainability Committee and the full Board believe that board diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders and is one of the factors that they consider when identifying individuals for Board membership. The following tables summarize the composition of the Company’s Board: In evaluating the suitability of individual Board members, the Corporate Governance and Sustainability Committee and the full Board take into account many factors in addition to high personal and professional ethics, integrity, and values, including particular industry or geographic experience, understanding of the business of the Company, particular disciplines such as finance, sales, management, engineering and technology, cybersecurity risk experience, and personal, educational, and professional background. The Corporate Governance and Sustainability Committee and the full Board evaluate each individual in the context of the Board as a whole, with the objective of recommending nominees for election as director who can best enhance the success of the Company and represent shareholder interests through the exercise of sound judgment, using the diversity of experience of the various directors. In choosing individuals to recommend for nomination to the Board, the Corporate Governance and Sustainability Committee seeks individuals with particular skills complementary and additive to those currently held by the Board or knowledge and experience that the Board is likely to need in the future. The Board also has a policy under which each director who wishes to stand for re-election will be evaluated by the other members of the Board based on such director’s contributions to the activities of the Board prior to being nominated by the Board for re-election.

  4. Board Nomination Process

    Board Nomination Process In the past, all nominees for the Board have been submitted to the Corporate Governance and Sustainability Committee by members of the Board. However, the Committee will also consider shareholder recommendations for Board candidates. The Corporate Governance and Sustainability Committee has not adopted a formal policy with regard to the consideration of director candidates recommended by shareholders; however for any candidate properly proposed by a shareholder as described in the following paragraph, the Corporate Governance and Sustainability Committee will use the same evaluation criteria as are described above in assessing such candidate for purposes of potential recommendation to the Board. For the 2025 annual meeting of shareholders, any shareholder wishing to propose a candidate for consideration by the Corporate Governance and Sustainability Committee should deliver a notice addressed to the Chair, Corporate Governance and Sustainability Committee, in the manner described above under “Board of Directors Overview - Communications to the Independent Directors.” Unless the shareholder desires to have the shareholder’s nominee included in the Company’s Proxy Statement for the 2025 annual meeting, in which event the shareholder would need to comply with the procedures described below in this Proxy Statement under “Shareholder Proposals,” such notice should be delivered by not later than the close of business on March 23, 2025 (60 calendar days prior to the anniversary of the 2024 annual meeting). Such notice should include the name of the proposed candidate for election as a director and a brief biography, a document indicating the candidate's willingness to serve, evidence of the nominating person's ownership of Company stock, and certain other information about the candidate and the shareholder which is described in Article II, Section 2(b) of the Company’s By-Laws. A copy of the Company’s By-Laws as now in effect is available over the Internet at the SEC's website at http://www.sec.gov as Exhibit 3.4D to the Company’s Current Report on Form 8-K filed on March 16, 2022, and may also be obtained without cost by writing to Clean Harbors, Inc., 42 Longwater Drive, Norwell, MA 02061, Attention: Executive Office.

  5. Current Directors and Nominees

    Current Directors and Nominees The following paragraphs provide information as of the date of this proxy statement about each of the Company’s 11 current directors. The directors include the four current Class II directors standing for re-election at the annual meeting, namely Alan S. McKim, Karyn Polito, John T. Preston, and Marcy L. Reed, and the seven current directors who are not standing for re-election at the annual meeting but will continue to serve in accordance with their current terms as Class I directors until 2026 or Class III directors until 2025. The information includes age, positions, principal occupation and business experience of each director for the past five years, the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years, and any material legal proceedings during the past ten years which might be relevant to service as a director. The information also includes the Board committees on which each of the directors now serves. In addition to the information presented below regarding each director's specific experience, qualifications, attributes, and skills that led the Corporate Governance and Sustainability Committee and full Board to conclude that he or she should serve as a director, the Corporate Governance and Sustainability Committee and Board also believe that all of the directors have high personal and professional ethics, integrity and values, and each of them has demonstrated business acumen, sound judgment, and a commitment of service to the Company. Current Class II Directors Standing for Re-election at the Meeting:

  6. Current Directors and Nominees

    | 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. |

  7. Current Directors and Nominees

    | 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. |

  8. Current Directors and Nominees

    Continuing Directors Not Standing for Re-election at the Meeting:

  9. Current Directors and Nominees

    | 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. |

  10. Current Directors and Nominees

    | 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. |

  11. Current Directors and Nominees

    | 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. |

  12. Current Directors and Nominees

    Election of each of the four Class II directors standing for re-election will require the affirmative vote of the holders of a majority of the total shares of common stock cast on the election of such nominee at the annual meeting. Abstentions and broker non-votes will not have any impact on the outcome of this proposal, and votes withheld from any nominee will have the effect of “against” votes with respect to such nominee. Any incumbent director who fails to receive the required number of votes for his or her re-election is required by our By-Laws to submit his or her resignation to the Board. Our Corporate Governance and Sustainability Committee will then make a recommendation to the Board as to whether such resignation should be accepted or rejected, or whether other action should be taken. The Board is required to act on the tendered resignation and publicly disclose its decision within 90 days of the certification of the shareholder vote for the annual meeting. Any director who tenders his or her resignation may not participate in such process regarding his or her resignation. If such director's resignation is not accepted by the Board, such director will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified, or his or her resignation or removal. Unless otherwise specified therein, shares represented by the accompanying form of proxy will be voted to re-elect Alan S. McKim, Karyn Polito, John T. Preston, and Marcy L. Reed as Class II directors of the Company for a three-year term until the 2027 annual meeting of shareholders and until their respective successors shall be duly elected. In the event that any of the nominees is unable to stand for election (which is not now contemplated), the holders of the accompanying form of proxy will vote for the election of a nominee(s) acceptable to the remaining members of the Board. The Board recommends shareholders vote “FOR” the election of Alan S. McKim, Karyn Polito, John T. Preston, and Marcy L. Reed as Class II directors.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2023, the Company paid an annual cash retainer fee of $81,000 to each non-employee director, plus $65,000 for serving as the Lead Director, $24,000 for serving as the Chair of the Audit Committee, $15,000 for serving as the Chair of the Compensation and Human Capital Committee, and $12,000 for serving as the Chair of the Corporate Governance and Sustainability Committee, the Environmental, Health and Safety Committee, or the Ad Hoc Cyber Committee (from September 1, 2023 onward). Directors are not paid for attendance at meetings, but non-employee directors are reimbursed for expenses they incur in connection with service on the Board and its committees. The Company does not provide any pension, deferred compensation, or charitable award programs to any of its non-employee directors. Any director who is an employee of the Company does not receive any additional compensation for serving as a director. In addition to the cash compensation described above, immediately following the 2023 annual meeting of shareholders, each non-employee director either elected at the 2023 annual meeting or then continuing to serve as a director received 1,148 restricted shares of the Company’s common stock under the Company’s 2020 Stock Incentive Plan, having a grant date fair value of approximately $165,000. All of the restricted shares granted to the non-employee directors immediately following the 2023 annual meeting are for services provided as non-employee directors through the start of the 2024 annual meeting of shareholders and will vest at that time provided such directors continue to serve as directors through such date. In connection with her appointment on March 16, 2023, Karyn Polito received 242 restricted shares of the Company’s common stock which had a grant date fair value of $32,203. The following table describes the compensation paid by the Company to each of the non-employee directors during 2023:

  14. DIRECTOR COMPENSATION

    | 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 |

  15. DIRECTOR COMPENSATION

    ____________________________ (1) The grant date fair value of stock awards is calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For restricted stock awards subject to time-based vesting, the grant date fair value is based on the value of the awards on the respective dates of grant using the closing price of the Company’s common stock on such date. As of December 31, 2023, each non-employee director serving as of that date, held 1,148 unvested restricted shares. (2) None of the non-employee directors was granted any stock options during 2023, nor do they currently hold any stock options. (3) Dr. Banucci and Mr. Shields served as independent directors of the Company through May 24, 2023. (4) Ms. Polito was appointed as a director on March 16, 2023. The amount reported in the Stock Award column includes the grant date fair value of the initial grant made to Ms. Polito when she joined the Board and the annual grant made to her following the 2023 annual meeting.

  16. Executive Summary

    Executive Summary This Compensation Discussion and Analysis is intended to provide context for the decisions underlying the compensation reported in the Summary Compensation Table herein for the Company’s “Named Executive Officers” who are also sometimes referred below to as the “NEOs.” For 2023, the Company’s Named Executive Officers consisted of: Michael L. Battles, who served from March 31, 2023 through December 31, 2023 as Co-Chief Executive Officer (“Co-CEO”) and for all of 2021 and 2022 and from January 1, 2023 through March 31, 2023 as the Chief Financial Officer (“CFO”); Eric W. Gerstenberg, who served from March 31, 2023 through December 31, 2023 as Co-CEO and for all of 2021 and 2022 and from January 1, 2023 through March 31, 2023 as the Chief Operating Officer; Alan S. McKim, who served from January 1, 2023 through March 31, 2023 and for all of 2021 and 2022 as the Chief Executive Officer (“CEO”) and from March 31, 2023 through December 31, 2023 as the Executive Chairman of the Board and Chief Technology Officer; Eric J. Dugas, who served from March 31, 2023 through December 31, 2023 as the CFO and for all of 2021 and 2022 and from January 1, 2023 through March 31, 2023 as the Chief Accounting Officer; and The three other executive officers who were employed by the Company at the end of 2023 and had the highest total compensation for 2023, who were Brian P. Weber, who served as President, Safety-Kleen Sustainability Solutions from March 31, 2023 through December 31, 2023 and as Executive Vice President, Corporate Planning and Development from January 1, 2023 through March 31, 2023; Robert E. Speights, who served throughout 2023 as President, Industrial Services; and Sharon M. Gabriel, who served throughout 2023 as Executive Vice President and Chief Information Officer. This Compensation Discussion and Analysis addresses the Company and individual performance goals for senior executive officers, including the Named Executive Officers. Those goals are disclosed in the limited context of the Company’s executive compensation programs and investors should not interpret them as statements of the Company’s expectations or as any form of guidance. The Company’s executive compensation programs are designed to attract and retain talented executives and align executive performance with Company financial performance and the creation of shareholder value. The Compensation and Human Capital Committee of the Company’s Board of Directors (the “Committee”) believes in pay-for-performance. The Committee generally designs the Company’s compensation programs so that at least 70% of the Named Executive Officers' total potential compensation is at risk. However, in designing the total potential compensation for Alan McKim, who served as the Company’s CEO during the first quarter of 2023, the Committee also took into consideration that Mr. McKim is the Company’s founder and largest individual shareholder and therefore his interests are significantly aligned with those of the other shareholders and therefore determined not to grant equity awards to Mr. McKim in 2023. The portion of total potential compensation which is at risk consists of (i) cash bonuses, the value of which is determined and earned only if predetermined Company or individual goals set by the Committee are achieved, (ii) performance-based restricted shares that are earned and become eligible to vest only if certain predetermined objective Company goals set by the Committee are achieved, and (iii) time-vesting shares with vesting dependent upon continued employment of the recipient over the vesting period and whose ultimate value to the employee is dependent upon the performance of the Company’s common stock price. The portion of total potential compensation which is not at risk consists of (i) base salaries that are generally comparable to those offered by other companies with which the Company competes for executive talent, and (ii) benefits consistent with those available to the Company’s other employees. Pursuant to its commitment to pay-for-performance, the Committee has implemented the following compensation related practices as in effect for 2023: As illustrated in the charts below, 85% of the Co-CEOs’ and 73% of the other Named Executive Officers’ total potential compensation for 2023 was at risk and 53% of the Co-CEOs’ and 26% for the other Named Executive Officers' total compensation was long-term in nature based on the future vesting periods. Excluding Mr. McKim from the other Named Executive Officers, 36% of the other Named Executive Officers' total compensation was long-term in nature. Mr. McKim did not receive equity as a component of his overall compensation package in 2023 given his significant stock ownership as the Company’s largest individual shareholder. The charts below present the 2023 compensation mixes based on base salaries, as discussed starting on page 28; the maximum payout of performance-based cash bonuses, as discussed starting on page 29; and the annual eligible value of performance-based and time-vesting restricted shares granted in 2023 as discussed starting on page 30. In establishing the goals for performance-based cash bonuses and performance-based restricted share awards, the Committee has set those goals at levels the Committee believes are sufficiently difficult to achieve in order to provide a significant incentive for participants to improve the Company’s performance. The Committee has also obtained advice concerning the structuring of the Company’s executive compensation plans from Meridian Compensation Partners, a firm specializing in the development and implementation of executive compensation systems.

  17. Use of Compensation Consultants

    Use of Compensation Consultants Under its charter, the Committee has authority to select and retain its own executive compensation consultants, legal counsel and other advisors to assist the Committee in its determinations. In connection with each such selection and retention, the Committee considers factors that could bear on the independence of each such advisor from the management of the Company. In order to evaluate the competitiveness and appropriateness of the Company’s total compensation and mix of compensation for executive officers, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) beginning in early 2022. Meridian is a firm specializing in development and implementation of executive compensation systems and was engaged to perform market surveys and prepare reports on compensation for executive officers for 2023. The relevant peer group as selected by the Committee, in consultation with Meridian, includes the following companies, after consideration of a number of financial, industry and qualitative factors, including overall business model comparability, operating size, valuation, margins, growth and shareholder returns:

  18. Use of Compensation Consultants

    | 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 | |

  19. Use of Compensation Consultants

    In August 2023, the Committee determined to utilize the peer group above for purposes of 2024 compensation benchmarking. The peer group is consistent with the prior year listing except that Heritage-Crystal Clean was removed because it was acquired by a private company in 2023. Except as described above, Meridian did not provide any services to the Company or any of its affiliates during the year ended December 31, 2023, and the Committee has assessed the independence of Meridian and believes that the work of Meridian described above did not result in any conflicts of interest.

  20. Performance-Based Cash Bonuses

    Performance-Based Cash Bonuses The Committee is authorized to grant cash bonuses to the Named Executive Officers and other members of senior management under the “MIP,” which became effective on January 1, 2022. Bonuses are earned based on the achievement of performance goals established by the Committee in two components, an annual cash bonus aligned with Company performance goals (the “Annual MIP Bonus”) and, for all of the Named Executive Officers other than the Co-CEOs and Mr. McKim, an annual cash bonus aligned with specific individualized performance goals (known as the Supplemental Executive Incentive Plan or “SEIP”). The individual goals under SEIP are based on the personal management responsibilities of each such member and may include financial metrics associated with the leader's area of responsibility, leadership development, cost reductions, reduction of the average duration of the Company outstanding receivables, or completion/integration of acquisitions or information technology systems. For the Annual MIP Bonuses, the Committee establishes Company-wide performance metrics in the first quarter of each fiscal year and approves annual cash bonuses in the first quarter of the following fiscal year based on achievement of those performance goals. On January 24, 2023, the Committee selected revenue, Adjusted EBITDA, Adjusted FCF and TRIR (as those terms are defined in “2023 Results Affecting Executive Compensation” above) as the Company-wide performance metrics for purposes of potential Annual MIP Bonuses. On March 8, 2024, the Committee determined the extent to which each of these goals was achieved during 2023 and approved actual Annual MIP Bonuses based on such achievement. The following table summarizes the Committee's determination of the threshold, target and maximum levels for each of the performance metrics for the Annual MIP Bonus, each individual performance metric's relative weighting and the extent to which each of those goals was achieved during 2023, as determined by the Committee on March 8, 2024. Achievement between the threshold and target or between the target and maximum pays out on a predetermined linear scale. The table also includes the related potential bonus (for each Co-CEO) individually for achievement of the performance metrics at the threshold, target and maximum levels and the actual payout amount based on the achievement as determined by the Committee. The total potential Annual MIP Bonus for 2023 payable to each of the Co-CEOs was 60% at threshold, 150% at target and 225% at maximum of their 2023 annual base salaries.

  21. Performance-Based Cash Bonuses

    | 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 |

  22. Performance-Based Cash Bonuses

    (1) See accompanying narrative discussion below. The Annual MIP Bonus for Mr. McKim follows the same structure as described in the table above but was based on the amount of base salary actually paid to Mr. McKim in 2023 ($991,250) resulting in a payout of $1,287,386. The metrics, weighting, and goals for the Annual MIP Bonus for the other Named Executive Officers were the same as shown in the table above; however, the total potential Annual MIP Bonus multiplier for the other Named Executive Officers was 40% of salary at threshold, 100% at target, and 140% at maximum, with no payout for the TRIR component if actual achievement of the performance metric was less than target. In January 2023, the Committee also selected six executives, that excluded the Co-CEOs and Mr. McKim, the Executive Chairman, but included each of the other Named Executive Officers, to potentially receive a SEIP Bonus (in addition to the Annual MIP Bonus). The Committee reviewed the individualized goals that were established for 2023 under the SEIP Bonus in January 2023 as well. Total potential bonuses under the SEIP for each of the Named Executive Officers was up to 80% of the 2023 base salary if all personal goals established were fully achieved. As described in “2023 Results Affecting Executive Compensation” above, after adjustment to exclude the effect of the Thompson acquisition, the Company's total revenue for 2023 was $5.329.2 billion, Adjusted EBITDA was $1.003.6 billion, Adjusted FCF was $319.0 million, and TRIR remained at 0.63. Based on this overall 2023 performance, on March 8, 2024, the Committee approved an Annual MIP Bonus payout of 86.6% of the target for the Co-CEOs and Mr. McKim and 79.9% of the target bonus payments for the other Annual MIP Bonus Participants. Achievement of the SEIP individual goals was reviewed by the Committee at the March 8, 2024 meeting and achievement was between 74% and 94%. In total, on March 8, 2024, the Committee approved a payment of approximately $9.5 million of total MIP bonuses for 2023, consisting of $7.7 million of Annual MIP Bonuses and $1.8 million of SEIP bonuses. Of those total MIP bonuses (Annual MIP and SEIP as eligible), $1.17 million was paid to each of the Co-CEOs and the other Named Executive Officers were paid, as follows, $1,287,386 to Mr. McKim, $480,571 to Mr. Dugas, $564,582 to Mr. Weber, $592,988 to Mr. Speights, and $483,595 to Ms. Gabriel. The Committee believes that the goals for Company-wide performance and the SEIP individualized goals established under the MIP for 2023 were sufficiently difficult to achieve in order to provide a significant incentive for the participants to improve the Company’s performance during that year. The Committee also believes that such goals did not encourage any of the participants to cause the Company to take excessive risks in connection with achieving the goals and that, by including targets for health and safety in the overall Annual MIP Bonus goals and the SEIP individualized goals of certain of the Named Executive Officers, the goals were consistent with reducing the Company’s overall risks.

  23. Long-Term Equity Incentives

    Long-Term Equity Incentives The final element of compensation for senior executives is long-term equity incentives designed to align the interests of participants with those of the Company’s shareholders and encourage retention of senior executives. All of the equity incentives provided have been in two forms, (i) performance-based restricted shares (“performance shares”), which are earned and become eligible to vest (subject to continued employment) only if the Company satisfies certain pre-determined objective performance goals approved by the Committee prior to the grant date and (ii) time-vesting restricted shares (“time-vesting shares”) which vest only if the recipient remains employed by the Company through certain specified future dates and which therefore serve as a retention incentive as well as increasing the respective ownership interest of the recipients in the Company during such vesting period. All of the equity grants in 2023 were granted under the Company’s 2020 Stock Incentive Plan, which was approved by the Company’s shareholders at the 2020 annual meeting. In 2023, the Committee granted performance shares as a form of long-term equity incentive to the Co-CEOs and certain other executive officers (including each of the other Named Executive Officers other than Mr. McKim) with performance goals as described below and additional vesting requirements based on continued employment. On January 24, 2023, the Committee granted long-term equity incentive plan (“LTIP”) awards to key executives (the “2023/2024 Key Executive LTIP”) including the Co-CEOs and all of the other NEOs other than Mr. McKim and established Adjusted EBITDA Margin and Adjusted ROIC as the two performance goals for these awards (weighted 50% each). Consistent with prior years, the selection of these two goals for the 2023/2024 Key Executive LTIP was intended to target more strategic goals for key executives and to eliminate duplication of goals between the long-term and short-term (MIP Annual Bonus) compensation. Each metric under the 2023/2024 Key Executive LTIP has a target and threshold level as shown in the table below:

  24. Long-Term Equity Incentives

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

  25. Long-Term Equity Incentives

    Achievement of each performance goal for the 2023/2024 Key Executive LTIP is determined independently. If the target level for any one or more of the goals was achieved by December 31, 2023, the shares earned based on achievement of that goal would have vested in five equal annual installments beginning on March 15, 2024 (subject to continued employment). Any goal under either the Key Executive LTIP for which the target level was not achieved by December 31, 2023, but either the target or threshold level is achieved based on the results in 2024, all (for target) or 50% (for threshold) of the number of shares that could potentially be earned based on achievement of that goal would vest in four equal annual installments beginning on March 15, 2024. Any earned shares fully vest five years after the initial grant date. Any vesting for shares under the 2023/2024 Key Executive LTIP once the performance goals are met is subject to continued employment through the vesting date. If the Company does not achieve at least the threshold level for a particular goal by December 31, 2024, all of the performance shares awarded under the 2023/2024 Key Executive LTIP that are eligible to be earned based on achievement of that goal will be forfeited. On February 1, 2023, the Committee granted a total of 46,377 performance shares under the 2023/2024 Key Executive LTIP. The following table sets forth the individuals grants of performance shares made to the Named Executive Officers in 2023:

  26. Long-Term Equity Incentives

    | | 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% |

  27. Long-Term Equity Incentives

    The Committee granted the performance shares to Mr. Battles and Mr. Gerstenberg in accordance with the accepted offer letters dated November 1, 2022 in connection with their appointment as the Co-Chief Executive Officers of the Company effective as of March 31, 2023. Mr. McKim did not receive any equity awards in 2023 given that his interests are already significantly aligned with those of the other shareholders as the Company’s founder and largest individual shareholder. The share quantity was calculated using an average price for the last ten business days in December 2022. On March 8, 2024, the Committee determined that the Adjusted EBITDA Margin and Adjusted ROIC for the 2023 performance shares had not been satisfied at target level for the 2023/2024 Key Executive LTIP and, therefore, that none of the performance shares associated with those performance metrics were earned based upon the Company’s performance during 2023. As described above, the performance shares awarded in 2023 will remain eligible to be earned based on the Company’s performance in 2024. In addition to the performance shares described above, on February 1, 2023, the Committee also granted time-based restricted shares to the NEOs in accordance with compensation agreements. The following table sets forth the individual time-based restricted share grants made to the Named Executive Officers on February 1, 2023:

  28. Long-Term Equity Incentives

    | | Shares Awarded | | | Name | # of Shares | % of Base Salary | | Michael L. Battles | 22,450 | 285% | | Eric W. Gerstenberg | 22,450 | 285% | | Alan S. McKim | — | — | | Eric J. Dugas | 1,116 | 30% | | Brian P. Weber | 1,926 | 40% | | Robert E. Speights | 1,379 | 30% | | Sharon M. Gabriel | 1,077 | 30% |

  29. Long-Term Equity Incentives

    The Committee granted the time-based restricted shares to Mr. Battles and Mr. Gerstenberg in accordance with the accepted offer letters dated November 1, 2022 in connection with their appointment as the Co-Chief Executive Officers of the Company effective as of March 31, 2023. Mr. McKim did not receive any equity awards in 2023 given that his interests are already significantly aligned with those of the other shareholders as the Company’s founder and largest individual shareholder. The share quantity was calculated using an average price for the last ten business days in December 2022. Those time-based restricted shares granted to Messrs. Battles and Gerstenberg vest in equal proportions over five years beginning on February 1, 2024 (subject to continued employment), and those time-based restricted shares granted to Messrs. Dugas, Weber and Speights and Ms. Gabriel vest over five years, with 60% vesting on February 1, 2026 and 20% on February 1 of each of 2027 and 2028 (subject to continued employment). In addition, in connection with his appointment as the President - Safety-Kleen Sustainability Solutions effective as of February 1, 2023, Mr. Weber received 5,000 time-based restricted shares, which vest annually over three years.

  30. Policies Related to Timing of Stock Option Grants

    Policies Related to Timing of Stock Option Grants The Company has not granted any stock options for more than ten years. If the Company were to grant any stock options in the future, the Committee would endeavor not to make any such grants at times when there may be material nonpublic information concerning the Company which might affect the market price of the Company’s common stock.

  31. Clawback Policy

    Clawback Policy On August 30, 2023, the Board adopted a new clawback policy to comply with the new listing standards adopted by the NYSE effective October 2, 2023 in accordance with Section 10D of the Exchange Act, and the regulations adopted on February 22, 2023 by the SEC under such section. A copy of the new clawback policy is filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023, and the following summary of the provisions of the new policy is subject to the full terms of the policy itself. Our new clawback policy provides that if the Company is required in the future to prepare an accounting restatement of its financial statements because of the Company’s material noncompliance with any financial reporting requirement under the federal securities laws, the Board will, subject to certain limited exceptions permitted under the final clawback rules, require reimbursement or forfeiture of any “excess incentive compensation,” whether in the form of cash or equity, received by any current or former executive officer of the Company and its subsidiaries as determined by the Board in accordance with Section 10D and such other senior executive/employees who may from time to time be deemed subject to the policy by the Board (“covered executives”), during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement. For this purpose, “excess incentive compensation” means the amount of incentive compensation that was paid over the amount that would have been paid to the covered executives if it had been based on the restated results, as determined by the Board. Unless the Board determines to itself administer the new clawback policy, the policy shall be administered by the Committee and references therein to the Board shall be deemed references to the Committee. The new clawback policy was effective as of August 30, 2023, the date it was adopted by the Board, and applies to incentive compensation approved, awarded or granted to covered executives on and after that date. With respect to incentive compensation that was approved, awarded or granted to certain executive officers of the Company prior to the effective date of the new clawback policy, the Company’s prior clawback policy will remain in effect. Under that prior policy, any cash bonus awarded by the Committee to any executive officer (as that term is defined in Section 16 of the Exchange Act) in any of the Company’s cash incentive or bonus plans is subject to recoupment if either (i) the Company’s financial statements are restated and the Committee determines that any misstatement in such financial statements that gave rise to payment of such bonus resulted from such recipient’s gross negligence, intentional misconduct, or fraud or (ii) such recipient causes, in the sole determination of the Committee, material reputational, or economic damage to the Company by reason of such recipient's violation of any non-competition, non-solicitation, non-disclosure, non-disparagement or similar obligation or such recipient's gross negligence or violation of any applicable law. In addition, the Company’s 2020 Stock Incentive Plan (under which all equity incentives have been awarded since its approval in 2020) provides that the Committee has full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder, and all awards made pursuant to that Plan shall be subject to the clawback policies of the Company adopted from time to time by the Board. Without limiting the foregoing, the Committee may or shall, to the extent required by the Company’s new or prior clawback policies described above, cancel vesting of outstanding awards and recoup realized value and gains derived from awards to the extent such vesting or gains were derived from such misstated financial results.

  32. Employment, Termination of Employment and Change of Control Agreements and Arrangements

    Employment, Termination of Employment and Change of Control Agreements and Arrangements The Company does not have term employment agreements with any of its executive officers, although offer letters entered into with executive officers in connection with their initial hiring or subsequent significant changes in their responsibilities typically contain terms relating to initial base salaries, opportunities for potential cash bonuses, and rights to receive grants of restricted shares under the Company’s equity incentive plan. Under the Company’s Management Incentive Plan, in the event of an executive’s death or disability, the executive is entitled to a pro-rated portion of the bonus the executive would have otherwise earned had the executive been employed for the full year based on actual achievement of the performance metrics. In addition, under the Management Incentive Plan, if a Change in Control (as defined in the Management Incentive Plan) occurs after the actual annual incentive bonus to be paid with respect to a plan year has been determined but before such bonus has been paid, such bonus shall be paid immediately in cash, (ii) if a Change in Control occurs after the end of the plan year but before the amount of the actual bonus to be paid has been determined, such bonus shall be immediately determined and paid in cash, and (iii) if a Change in Control occurs during the year, a pro-rata portion of the bonus shall immediately be paid, with the performance criteria deemed to have been satisfied at the midpoint between the threshold and maximum levels. The Company has a Key Employee Retention Plan for certain members of senior management other than Mr. McKim. Each participant in the Key Employee Retention Plan, in order to receive severance payments, must sign a severance agreement and a confidentiality and non-competition agreement under which, among other matters, such participant agrees not to compete with the Company for a specified period following termination of employment. For termination other than for death, Disability or Cause and not related to a Change of Control (each as defined in the Key Employee Retention Plan and the severance agreement), the severance agreements provide for continued payment to the executive of base salary for one year (or two years plus a payment of an annual cash bonus that would have been earned for the year in which termination occurs calculated as the average of the last two cash bonuses that had been received in the immediately prior two years) offset by the amount of earnings from other employment obtained paid over a period of one year (two years for Mr. Battles and Mr. Gerstenberg) after termination of employment. In addition to such severance, the executive will be eligible for continued medical, dental, life insurance, and other benefits, if any, for up to 12 months (or 24 months for Mr. Battles and Mr. Gerstenberg) following the termination of employment. Under the Key Employee Retention Plan, in the event of a Change of Control, an executive who participates in the Key Employee Retention Plan will receive the same severance benefits as those described above (but the cash payments will be payable in a lump sum) if either (i) the executive does not receive a position equal to the position that the executive held prior to the Change of Control or (ii) the executive accepts a position with the successor corporation after the Change of Control, and, within one year of the Change in Control, (1) the executive’s employment is terminated other than for Cause or (2) the executive's position is changed by the Company or its successor so as not to be equal to his or her position prior to the Change of Control. Under the Company’s 2020 Stock Incentive Plan, upon the occurrence of a Reorganization Event (as defined in the 2020 Stock Incentive Plan) involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the restricted stock award agreement or any other agreement between a participant and the Company, all restrictions and conditions on all restricted stock awards then outstanding shall automatically be deemed terminated or satisfied. In addition, under the 2020 Stock Incentive Plan, any stock option or stock appreciation right granted one year or more prior to a Change-of-Control (as defined in the 2020 Stock Incentive Plan) that is neither assumed nor substituted for by the acquirer in connection with any such Change-of-Control shall become fully vested and exercisable immediately prior to the Change-of-Control. Any stock option or stock appreciation right granted less than one year prior to the Change-in-Control that is neither assumed nor substituted for by the acquirer in connection with the Change-in-Control shall, to the extent not previously vested and exercisable, become vested and exercisable immediately prior to the Change-in-Control as to a pro-rated portion of the number of shares originally subject to such award and such award shall terminate with respect to all remaining shares subject thereto. For purposes of determining the number of shares that will become fully vested and exercisable under any performance-based award that is neither assumed nor substituted by the acquirer in connection with any such Change-in-Control, the target level of achievement shall be deemed to apply. Under the 2020 Stock Incentive Plan all outstanding awards other than stock options and stock appreciation rights that are assumed or substituted by the acquirer in connection with such Reorganization Event will become fully vested and all restrictions on such awards will lapse if the participant’s employment is terminated at any time during the 24‑months period following the Reorganization Event either (i) by the acquirer without Cause (as defined in the 2020 Stock Incentive Plan) or (ii) by the participant for Good Reason (as defined in the 2020 Stock Incentive Plan). Any such award that is neither assumed nor substituted by the acquirer in connection with the Change-in-Control shall become fully vested and all restrictions shall be released immediately prior to the Change-in-Control.

  33. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth compensation information for (i) Michael L. Battles, who served from March 31, 2023 through December 31, 2023 as the Co-Chief Executive Officer (“Co-CEO”) and from January 1, 2023 through March 31, 2023 and for all of 2021 and 2022 as the Chief Financial Officer (“CFO”); (ii) Eric W. Gerstenberg, who served from March 31, 2023 through December 31, 2023 as the Co-CEO and from January 1, 2023 through March 31, 2023 and for all of 2021 and 2022 as the Chief Operating Officer; (iii) Alan S. McKim, who served from March 31, 2023 through December 31, 2023 as the Executive Chairman and Chief Technology Officer and from January 1, 2023 through March 31, 2023 and for all of 2021 and 2022 as the Chairman of the Board and Chief Executive Officer (“CEO”); (iv) Eric J. Dugas, who served from March 31, 2023 through December 31, 2023 as the CFO and from January 1, 2023 through March 31, 2023 as the Senior Vice President, Finance and Chief Accounting Officer; and (v) the three other most highly compensated executive officers of the Company and its subsidiaries who were employed by the Company as of December 31, 2023 (such seven executives being collectively the “Named Executive Officers”).

  34. 2023 Summary Compensation Table

    | 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 | | | | | | | |

  35. 2023 Summary Compensation Table

    __________________________ (1) The respective principal position of each Named Executive Officer is stated as of December 31, 2023. (2) The grant date fair values of restricted stock awards are computed in accordance with FASB ASC Topic 718. For a description of the assumptions used in determining these values, see Note 17, “Stock-Based Compensation” to the financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. With respect to the performance-based restricted stock grants awarded in 2023, it was determined that, as of the grant date, it was not probable, as defined under applicable accounting guidance, that the applicable performance conditions would be achieved and, accordingly, the grant date value of such awards is $0. The grant date value of performance-based restricted stock awards granted in 2023 assuming the maximum achievement of the performance conditions is as follows: Mr. Battles - $874,431, Mr. Gerstenberg - $874,431, Mr. Dugas - $534,374, Mr. Weber - $754,418, Mr. Speights - $660,132 and Ms. Gabriel - $515,439. (3) Amounts reported in the Non-Equity Incentive Plan Compensation represent annual cash incentive awards pursuant to the Company’s Amended and Restated Management Incentive Plan (as in effect for 2023 and 2022) (the “MIP”) or the prior Management Incentive Plan (as in effect for 2021) or, in the case of Mr. McKim (for 2021), the prior CEO Annual Incentive Bonus Plan, as such plans have been described under “Compensation Discussion and Analysis – Performance-Based Cash Bonuses” in this or prior years' proxy statements. Except for such plans, the Company did not have any non-equity incentive plan, long-term cash incentive plan, pension plan, or deferred compensation plan under which any of the Named Executive Officers participated in the periods presented. (4) Amounts consist of matching 401(k) Plan contributions, Company contributions to health savings plans and group term life insurance benefits, all of which are available to all other full-time employees on a nondiscriminatory basis.

  36. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth, for each of the Named Executive Officers, (i) the threshold, target, and maximum potential cash bonuses which the Committee approved, subject to achievement of certain Company and/or individual performance criteria in 2023, and (ii) the time-vesting shares and performance-based shares granted during 2023 under the Company’s 2020 Stock Incentive Plan. The actual amounts of the cash bonuses paid for 2023 under the MIP to each of the Named Executive Officers are presented Non-Equity Incentive Plan Compensation in the 2023 Summary Compensation Table above. During 2023, the only equity awards made to the Named Executive Officers were the time-vesting and performance-based shares presented in the following table, and no stock options, stock appreciation rights, or similar equity awards were issued, repriced, or otherwise modified during 2023.

  37. Grants of Plan-Based Awards

    | | | 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 |

  38. Grants of Plan-Based Awards

    ______________________ (1) Amounts include both the Annual MIP Bonus and the SEIP Bonus as discussed in “Compensation Discussion and Analysis-Performance-Based Cash Bonuses” above. SEIP Bonuses are included at 100% of potential achievement. (2) The amounts reported represent the threshold, target and maximum number of performance-based restricted shares granted to NEOs in 2023. These awards will vest and be earned only if certain performance goals are achieved as described in the “Compensation Discussion and Analysis - Long-Term Equity Incentives” above. (3) The grant date fair values of restricted stock awards are computed in accordance with FASB ASC Topic 718. For a description of the assumptions used in determining these values, see Note 17, “Stock-Based Compensation,” to the financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The values reported for the performance based restricted stock awards represent the grant date fair values of such stock awards assuming the probable outcome of the performance conditions. The values of such awards assuming the maximum achievement of the applicable performance conditions are reported in footnote 2 to the 2023 Summary Compensation Table above.

  39. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held at December 31, 2023 by each of the Named Executive Officers, which then consisted of (i) unvested time-vesting restricted shares, (ii) performance-based restricted shares for which the performance goals had been satisfied but remained subject to vesting based on continued employment requirements, and (iii) performance-based restricted shares for which the performance goals had not yet been satisfied but remained eligible for potential future vesting upon satisfaction of both performance goals and continued employment requirements.

  40. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 |

  41. Outstanding Equity Awards at Fiscal Year-End

    | | | 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) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (1) ($) | | Brian P. Weber | 7/1/2019 | 513(3) | 89,524 | — | $— | | | 7/1/2020 | 1,327(3) | 231,575 | — | — | | | 7/1/2021 | 2,100(3) | 366,471 | — | — | | | 7/1/2021 | 3,780(4) | 659,648 | — | — | | | 11/1/2021 | 1,667(7) | 290,908 | — | — | | | 2/7/2022 | 1,979(3) | 345,355 | — | — | | | 2/7/2022 | 4,750(2) | 828,923 | — | — | | | 2/1/2023 | 5,000(9) | 872,550 | — | — | | | 2/1/2023 | 1,926(3) | 336,106 | — | — | | | 2/1/2023 | — | — | 2,889(5) | 504,159 | | Robert E. Speights | 7/1/2019 | 354(3) | 61,777 | — | — | | | 7/1/2020 | 961(3) | 167,704 | — | — | | | 7/1/2021 | 1,382(3) | 241,173 | — | — | | | 7/1/2021 | 3,041(4) | 530,685 | — | — | | | 2/7/2022 | 1,628(3) | 284,102 | — | — | | | 2/7/2022 | 6,893(8) | 1,202,897 | — | — | | | 2/7/2022 | 4,777(2) | 833,634 | — | — | | | 2/1/2023 | 1,379(3) | 240,649 | — | — | | | 2/1/2023 | — | — | 2,528(5) | 441,161 | | Sharon M. Gabriel | 7/1/2019 | 177(3) | 30,888 | — | — | | | 7/1/2020 | 686(3) | 119,714 | — | — | | | 7/1/2021 | 1,234(3) | 215,345 | — | — | | | 7/1/2021 | 1,481(4) | 258,449 | — | — | | | 2/7/2022 | 1,272(3) | 221,977 | — | — | | | 2/7/2022 | 3,730(2) | 650,922 | — | — | | | 2/1/2023 | 1,077(3) | 187,947 | — | — | | | 2/1/2023 | | | 1,974(5) | 344,483 |

  42. Outstanding Equity Awards at Fiscal Year-End

    (1) The market or payout value of the restricted stock is computed using the closing stock price as of December 29, 2023, the last trading day of 2023, of $174.51. (2) Represents shares earned under performance-based awards that vest ratably on March 15, 2024, March 15, 2025, March 15, 2026 and March 15, 2027. (3) Represents an annual grant of time-vesting shares that vest 60% on the third anniversary of the grant date and 20% on each of the fourth and fifth anniversaries of the grant date. (4) Represents shares earned under performance-based awards that vest ratably on July 1, 2024, July 1, 2025 and July 1, 2026. (5) Represents 2023 performance-based awards for which the performance criteria have not been achieved at the threshold level of achievement. (6) Represents an annual grant of time-vesting shares that vest 20% per year on each anniversary of the grant date starting with the first anniversary. (7) Represents a grant of time-vesting shares vesting ratably on the anniversary of the grant date over three years. (8) Represents shares earned under performance-based awards that vest ratably on March 15, 2024 and March 15, 2025. (9) Represents a grant of time-vesting shares vesting ratably on the anniversary of the grant date over five years. (10) Represents an annual grant of time-vesting shares that vests ratably on the anniversary of the grant date over three years.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The Company has not granted any stock options to its Named Executive Officers for more than ten years. The following table shows for each Named Executive Officer the aggregate number of restricted shares that vested during 2023, including time-based shares and performance-based shares, and the value of those shares upon vesting based on the closing price of the Company's common stock on the vesting date. The low and high closing prices of the Company's common stock in 2023 were $111.02 and $178.50, respectively. The closing price on December 29, 2023, the last trading day of 2023, was $174.51.

  44. Option Exercises and Stock Vested

    | | 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 |

  45. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table sets forth the amounts which would potentially become payable for each of the Named Executive Officers (subject to certain conditions, including compliance with terms of severance agreements) under existing plans and arrangements if the executive's employment had been terminated in certain circumstances or if a dissolution or liquidation had occurred on December 31, 2023. These potential payments reflect the executive's level of compensation and term of service as of such December 31, 2023 and the restricted share awards are valued using the closing stock price as of December 29, 2023, the last trading day of the year, of $174.51. .

  46. Potential Payments Upon Termination or Change of Control

    | 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 | — | — |

  47. Potential Payments Upon Termination or Change of Control

    (1) Assumes that restricted stock awards are assumed in connection with a Change of Control. (2) Base salary payments are made over a one year period (two years for the Co-CEOs) in accordance with the Key Employee Retention plan and severance agreements, provided, however, that base salary payments are made to the Co-CEOs in the event of an involuntary termination with a Change of Control are payable in a lump sum. Mr. McKim does not have a Key Employee Retention agreement. (3) The MIP Bonus payment is calculated based on the level of achievement of the relevant performance criteria for 2023 as determined by the Compensation and Human Capital Committee on March 8, 2024. and is payable in a lump sum. (4) Assumes restricted stock awards are assumed in connection with the Change of Control and assumes target level for any unearned performance-based awards. Upon Death or Disability, the Stock Plan accelerates vesting for earned performance-based awards only. (5) Other compensation represents continued medical, dental, vision and life insurance benefits which were provided to the employee at termination in accordance with the Key Employee Retention agreement. Amounts are estimated based upon 2023 benefit costs (24 months for Mr. Battles and Mr. Gerstenberg and 12 months for Mr. Dugas, Mr. Weber, Mr. Speights and Ms. Gabriel).

  48. CEO Pay Ratio Information

    CEO Pay Ratio Information As a result of the Dodd-Frank Act, the SEC requires disclosure of the relationship between the annual total compensation of our Chief Executive Officer (“CEO”) and our median employee. For 2023, the annualized average annual total compensation of our Co-CEOs was $5,007,303. The annual total compensation of the median employee identified was $76,055, resulting in a CEO pay ratio of approximately 66:1. To calculate the ratio above, we identified the median employee from a list of Company active employees located in the United States, Canada and India, whether employed on a full-time, part-time or temporary basis as of December 31, 2023, excluding our CEO. We converted the 2023 earnings of each listed employee to U.S. Dollars at an appropriate exchange rate for non-U.S. employees, and annualized for any full-time or part-time employee who did not work for the Company for the entire year. We did not apply any cost-of-living adjustments, nor did we use any form of statistical sampling. After identifying that median employee, we calculated the annual total 2023 compensation of such employee in accordance with SEC Regulation S-K, Item 402(c)(2)(x) requirements for reporting total compensation in the Summary Compensation Table, and then compared the 2023 compensation of such median employee to the 2023 compensation of our CEO as reported in the Summary Compensation Table above in this proxy statement. The calculation of the pay ratio above for 2023 reflects that on December 31, 2023, the Company had two Co-CEOs, namely Michael L. Battles and Eric W. Gerstenberg, who were then and had been serving since March 31, 2023, concurrently as our Co-CEOs. In their roles as Co-CEOs, Mr. Battles and Mr. Gerstenberg have the same annual total compensation (other than a small difference in their Other Compensation) and therefore would have the same pay ratio to the median employee. For purposes of calculating the pay ratio above for 2023, the “average annual total compensation of our Co-CEOs” is the average of the total 2023 compensation paid to each of Mr. Battles and Mr. Gerstenberg reported in the Summary Compensation Table, as adjusted to reflect an annual salary of $900,000 in effect for the full year.

  49. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with the Securities and Exchange Commission's (“SEC's”) disclosure requirements regarding pay versus performance (“PVP”), the following information is being provided to illustrate the relationship between the Compensation Actually Paid (calculated in accordance with Item 402(v) of Regulation S-K) to our Named Executive Officers and certain financial performance measures of the Company. For information regarding how the Compensation and Human Capital Committee makes its compensation decisions, see “Compensation Discussion and Analysis” and “Advisory Vote on Executive Compensation” above.

  50. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our principal executive officer (“PEO”) and other named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each of such fiscal years as computed in accordance with SEC rules. Specifically, the table includes the Summary Compensation Table (“SCT”) Totals and Compensation Actually Paid (“CAP”) for compensation to our PEOs and an average for our Non-PEO NEOs.

  51. Pay Versus Performance Table

    | | 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 |

  52. Pay Versus Performance Table

    _________________________ (1) During the period from January 1, 2023 through March 31, 2023 and for all of 2022, 2021 and 2020, the Company had one PEO, namely Alan S. McKim. Effective March 31, 2023, Michael L. Battles (who had previously served as the Company's Chief Financial Officer) and Eric. W. Gerstenberg (who had previously served as the Company's Chief Operating Officer) were appointed as the Company's Co-Chief Executive Officers, and served concurrently in that capacity for the remainder of 2023. (2) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. McKim, Mr. Battles or Mr. Gerstenberg in the “Total” column of the Summary Compensation Table for years in which they held the role of PEO. (3) For 2023, the Non-PEO NEOs whose average compensation is reported in this column include Eric J. Dugas, Brian P. Weber, Robert E. Speights and Sharon M. Gabriel. For each of 2022 and 2021 the Non-PEO NEOs whose average compensation is reported in this column include Michael L. Battles, Eric W. Gerstenberg, Brian P. Weber and Robert E. Speights. For 2020, the Non-PEO NEOs whose average compensation is reported in this column include Michael L. Battles, Eric W. Gerstenberg, Brian P. Weber and Sharon M. Gabriel. (4) The dollar amounts reported in this column are the average of the Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. (5) Reflects total shareholder return (“TSR”) based on a fixed investment of $100 on January 2, 2020. (6) Represents the weighted peer group TSR based on a fixed investment of $100 on January 2, 2020. For each of the four fiscal years presented in the table above, the peer group was comprised of ABM Industries Incorporated, Advanced Drainage Systems, Inc., Chemed Corporation, Emcor Group, Inc., Enviri Corporation, GFL Environmental, Inc., Healthcare Services Group, Inc., Huntsman Corporation, Iron Mountain Incorporated, KBR, Inc, Quanta Services, Inc., Republic Services, Inc., Rollins, Inc., Stanley Black & Decker, Inc., Stericycle, Inc., Tetra Tech, Inc., Waste Connections, Inc., and Waste Management, Inc. Heritage-Crystal Clean, Inc. was previously included in the Peer Group but is no longer listed since being acquired by a private company in 2023, the Peer Group TSR values have been recast to reflect the current peer group for each of 2022, 2021 and 2020. The TSR of the peer group that included Heritage Crystal Clean for 2022, 2021 and 2020 is $140.46, $155.52 and $118.41, respectively. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. (8) Adjusted EBITDA is reconciled to the Company’s net income in “2023 Results Affecting Executive Compensation” section of the “Compensation, Discussion and Analysis above”. Adjusted EBITDA consists of net income, as determined in accordance with GAAP, plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt, loss (gain) on sale of businesses, and provision for income taxes, and excluding other gains, losses, and non-cash charges not deemed representative of fundamental Company results and other expense (income), net. (9) CAP is calculated in accordance with the Item 402(v) of Regulation S-K. Reconciliations of Summary Compensation Table data to CAP for fiscal 2023, 2022, 2021, and 2020 for the PEOs and the Non-PEO NEOs are included in the table below:

  53. Pay Versus Performance Table

    | | 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 |

  54. Graphical Description of Pay Versus Performance

    Graphical Description of Pay Versus Performance In accordance with the SEC's PVP rules, we are also providing the following graphical illustrations of the relationship between the information presented in the Pay Versus Performance Table above. The following chart sets forth the relationship between Compensation Actually Paid to the PEO (which, for 2023 is the average of the Compensation Actual Paid for 2023 to the Mr. McKim and the two Co-PEOs), and, on average, to the other NEOs, and the Company’s TSR and that of our peer group over the four most recently completed fiscal years.

  55. PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors TSR

    PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors TSR The following chart sets forth the relationship between Compensation Actually Paid to the PEO (which, for 2023 is the average of the total annual compensation paid for 2023 to Mr. McKim and the two Co-PEOs), and on average to the other NEOs, and the Company's net income during the four most recently completed fiscal years.

  56. PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors Net Income

    PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors Net Income The following chart sets forth the relationship between Compensation Actually Paid to the PEO (which, for 2023 is the average of the total annual compensation paid for 2023 to Mr. McKim and the two Co-PEOs), and, on average, the other NEOs and the Company's Adjusted EBITDA during the four most recently completed fiscal years.

  57. PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors Adjusted EBITDA

    PEO and Average Other NEO Compensation Actually Paid Versus Clean Harbors Adjusted EBITDA