DEF 14A of Casella Waste Systems Inc
Filed Apr 19, 2024 · FY20230001193125-24-102903
Information About Director Nominees and Continuing Directors
Information About Director Nominees and Continuing Directors The following table provides summary information regarding each director nominee and each continuing director. Detailed information about each director’s background can be found in “Board of Directors – Director Biographies and Qualifications”.
Information About Director Nominees and Continuing Directors
| | | | Committee Membership | | | | | Name | Director Since | Class | Audit | Compensation and Human Capital | Nominating and ESG | Key Skills and Experience | | Michael K. Burke, 66 Former Senior Vice President and Chief Financial Officer EndoGastric Solutions, Inc. Independent Director | 2008 | I | C | | M | Financial Expertise Risk Management Strategic Planning | | Douglas R. Casella, 67 Vice President Casella Construction, Inc. Vice Chairman | 1993 | I | | | | Solid Waste Operations and Logistics Engineering | | Gary Sova, 70 Former Senior Vice President - Marketing and Sales Republic Services, Inc. Independent Director | 2021 | I | M | M | | Solid Waste Operations Marketing and Sales Strategic Planning | | Michael L. Battles, 55 Co-Chief Executive Officer and Co-President Clean Harbors, Inc. Independent Director | 2019 | II | M | | M | Financial Expertise Risk Management Strategic Planning | | Joseph G. Doody, 71 Former Vice Chairman Staples, Inc. Lead Director; Class A Director | 2004 | II | | | | Strategic Planning Marketing and Sales Operations and Logistics | | Emily Nagle Green, 66 Former Chairman and Chief Executive Officer Yankee Group Independent Director | 2012 | II | | M | C | Technology Marketing and Sales Strategic Planning | | John W. Casella, 73 Chairman, Chief Executive Officer and Secretary Casella Waste Systems, Inc. | 1993 | III | | | | Solid Waste Strategic Planning Regulatory/Public Policy | | William P. Hulligan, 80 Former President and Chief Operating Officer Progressive Waste Solutions Ltd. Independent Director | 2015 | III | M | C | | Solid Waste Operations and Logistics Regulatory/Public Policy | | Rose Stuckey Kirk, 61 Chief Corporate Social Responsibility Officer Verizon Communications Corp. Independent Director | 2020 | III | | M | M | Marketing and Sales Environmental, Social and Governance Technology | | C= Chair, M = Member | | | | | | |
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Information Regarding Directors and Director Nominees
Information Regarding Directors and Director Nominees Our Second Amended and Restated Certificate of Incorporation, as amended (our “Second Amended and Restated Certificate of Incorporation”) and our Fourth Amended and Restated By-Laws (our “By-Laws”) provide for the classification of our Board into three classes, each having as nearly an equal number of directors as possible. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring. Our Board currently consists of nine directors. Class I consists of Michael K. Burke, Douglas R. Casella and Gary Sova, each with a term ending at the 2025 Annual Meeting of Stockholders. Class II consists of Michael L. Battles, Joseph G. Doody and Emily Nagle Green, each with a term ending at the 2026 Annual Meeting of Stockholders. Class III consists of John W. Casella, William P. Hulligan and Rose Stuckey Kirk, each with a term ending at the 2024 Annual Meeting. The holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Mr. Doody, a Class II director and the Lead Director, serves as the Class A Director. The employment agreement by and between us and Mr. John Casella requires that we use our best efforts to cause Mr. John Casella to be nominated and elected as a director. Messrs. John Casella and Doug Casella are brothers. Upon the recommendation of the Nominating and ESG Committee of our Board, our Board nominated Messrs. John W. Casella and William P. Hulligan and Ms. Rose Stuckey Kirk for re-election at the 2024 Annual Meeting as Class III directors, each to serve until the 2027 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified. Messrs. John Casella and Hulligan and Ms. Kirk were elected as directors by our stockholders at the 2021 Annual Meeting of Stockholders. Our Board believes that a classified board structure serves the best interest of stockholders and ensures that a significant portion of the Board will maintain experience and understanding of the Company’s operations, history and strategic vision. This is especially beneficial given the rapid growth of the Company and the increasing complexity of the Company’s business and the regulatory environment in which it operates. Additionally, our Board also believes that a classified board promotes decision making in the best interest of stockholders because it provides the Board with time to make considered decisions in evaluating potential offers and alternatives, ensuring that decisions are made with the best interest of stockholders in mind.
Director Biographies and Qualifications
Director Biographies and Qualifications Background information about each director nominee and each continuing director, including his or her age and period of service as a director of the Company; his or her committee memberships; his or her business experience, including principal occupation and employment and directorships at other public companies during the past five years; his or her community activities; and his or her other experience, qualifications, attributes or skills that led our Board to conclude he or she should serve as a director of the Company, is provided below.
Class III Directors Nominees to be elected at the 2024 Annual Meeting (terms expiring at the 2027 Annual Meeting of Stockholders, if elected)
Class III Directors Nominees to be elected at the 2024 Annual Meeting (terms expiring at the 2027 Annual Meeting of Stockholders, if elected)
Class I Directors (terms expiring at the 2025 Annual Meeting of Stockholders)
Class I Directors (terms expiring at the 2025 Annual Meeting of Stockholders)
Class II Directors (terms expiring at the 2026 Annual Meeting of Stockholders)
Class II Directors (terms expiring at the 2026 Annual Meeting of Stockholders)
Compensation and Human Capital Committee
| • | reviewing and making recommendations to our Board with respect to director compensation; |
EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS
EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS
Objectives and Philosophy of Our Executive Compensation Program
| • | Reward achievement of our short-term and long-term business objectives, while discouraging excessive risk-taking behavior; |
Objectives and Philosophy of Our Executive Compensation Program
| • | Ensure that executive compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders; and |
Objectives and Philosophy of Our Executive Compensation Program
| • | Closely align the long-term interests of our executives with those of our stockholders by providing equity incentives that link a portion of the executives’ compensation with the future performance of our Class A common stock. |
Company Performance Highlights and Execution Against 2024 Plan
| • | Facilities: Developing necessary long-term infrastructure through facilities planning. |
Fiscal 2023 Compensation Decisions
| • | Introduction of two new ESG performance goals for fiscal 2023 annual cash incentive compensation: Improvement in Total Recordable Incident Rate and Improvement in Turnover Rate; |
Fiscal 2023 Compensation Decisions
| • | Annual cash incentive compensation payout of 58.9% of the target annual cash incentive amount of each named executive officer (which for Mr. Helgeson was prorated based on his start date of November 6, 2023), driven by performance against two financial performance goals: our fiscal 2023 Adjusted Operating Income and Adjusted Free Cash Flow, and two ESG goals: Improvement |
Fiscal 2023 Compensation Decisions
| • | Awards consisting of 25% restricted stock units (“RSUs”), which vest based on continued service, and 75% performance-based stock units (“PSUs”), which vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the third year of the three-year performance period running from January 1, 2023 to December 31, 2025 and (ii) a multiplier based on Relative TSR, for the period running from January 1, 2023 to December 31, 2025, along with continued service through the vesting date. Relative TSR means the Company’s total shareholder return relative to the Russell 2000 Index; and |
Fiscal 2023 Compensation Decisions
| • | PSUs granted during the fiscal year ended December 31, 2021 (“fiscal 2021”) vested at 220% of target, based on our performance in Adjusted Free Cash Flow and Adjusted EBITDA for fiscal 2023, multiplied by a Relative TSR multiplier reflecting our 69.0th percentile achievement for the period running from January 1, 2021 to December 31, 2023. |
Key Executive Compensation Practices
| | Balance of short- and long-term incentive compensation; favors longer term | | | Majority of named executive officer pay is performance-based | | | 75% of named executive officer annual equity awards are performance-based | | | Caps on named executive officer bonus payments | | | Limited use of perquisites | | | Executive officer and director stock ownership guidelines | | | Double-trigger equity vesting at change in control in our 2016 Incentive Plan | | | Clawback policy with respect to cash and equity incentive-based compensation | | | Annual “say-on-pay” votes | | | Independent Compensation and Human Capital Committee advisor |
Key Executive Compensation Practices
| | Do not guarantee salary increases or non-performance-based bonuses | | | Do not permit employees or directors to engage in hedging transactions, short sales of Company securities or the purchase or sale of puts, calls or other derivative securities based on Company securities (see “Corporate Governance – Restrictions on Hedging Transactions and Pledging Transactions”) | | | Do not provide excise tax gross-ups in future employment agreements | | | Do not provide excessive perquisites | | | Do not pay long-term incentive compensation in cash | | | Do not include evergreen provisions in stock incentive plan |
Overview of Elements of our Executive Compensation Program
| Element | Objectives | Fixed or At Risk | Performance Measured | Cash or Equity | | Base Salary | • Attract and retain executive officers by offering fixed compensation that is generally competitive with market opportunities. • Recognizes each executive officer’s position, role, responsibility and experience. | Fixed | Individual | Cash | | Annual Cash Incentive Compensation | • Link pay and annual Company performance. • Align executive compensation with the annual financial and ESG performance of the Company. | At Risk | Corporate | Cash | | Long-Term Incentive Compensation | • Align interests between executives and stockholders. • Reward for achievement of long-term financial objectives. • Reward stock price appreciation. • Retain talent and build executive ownership. | At Risk | Corporate and Shareholder Return | Equity (RSUs and PSUs) |
Total Target Compensation
| | | | Target Long-term Compensation | | | | Named Executive Officer | Base Salary | Target Annual Cash Incentive Compensation | Time-Vested RSU Awards | Target PSU Awards | Total Target Compensation | | John W. Casella | $739,692 | $1,109,538 | $475,000 | $1,425,000 | $3,749,230 | | Bradford J. Helgeson (1) | $69,886 | $59,403 | $— | $— | $129,289 | | Edmond R. Coletta | $483,134 | $410,664 | $200,000 | $600,000 | $1,693,798 | | Shelley E. Sayward | $331,200 | $248,400 | $93,750 | $281,250 | $954,600 | | Paul J. Ligon | $319,975 | $239,981 | $37,500 | $112,500 | $709,956 | | Sean M. Steves | $320,850 | $240,638 | $70,000 | $210,000 | $841,488 |
Total Target Compensation
| was granted a one-time RSU award and a one-time stock option award in connection with his appointment as Executive Vice President and Chief Financial Officer. See “Long-Term Incentive Compensation— Mr. Helgeson’s One-Time Equity Awards” below. |
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation Annual incentive compensation is paid to our named executive officers under our Non-Equity Incentive Plan, pursuant to which participants are granted awards that are earned at the end of a fiscal year, subject to the achievement of performance goals established by the Compensation and Human Capital Committee. Performance goals for the applicable fiscal year are established by the Compensation and Human Capital Committee and based on attainment of specified levels of one or any combination of performance measures. The amount of incentive compensation paid to a named executive officer may, in the sole discretion of the Compensation and Human Capital Committee, be less than or more than the amount otherwise payable to such named executive officer based on attainment of performance goals for the applicable fiscal year. No such discretion was used in fiscal 2023, and payouts under the Non-Equity Incentive Plan were consistent with the calculated payout under the performance goals. Fiscal 2023 Target and Maximum Annual Cash Incentive Amounts The Compensation and Human Capital Committee determined that each of the Company’s named executive officers would have an opportunity to earn annual incentive compensation for fiscal 2023 based on a percentage of annual base salary. The target annual cash incentive opportunity of each named executive officer for fiscal 2023, based upon the following percentage of the respective officer’s annual base salary, was as follows:
Annual Cash Incentive Compensation
| Name | Fiscal 2023 Target Annual Cash Incentive as Percentage of Base Salary (1) | Fiscal 2023 Target Annual Cash Incentive Amount | | John W. Casella | 150% | $1,109,538 | | Bradford J. Helgeson (2) | 85% | $59,403 | | Edmond R. Coletta | 85% | $410,664 | | Shelley E. Sayward | 75% | $248,400 | | Paul J. Ligon | 75% | $239,981 | | Sean M. Steves | 75% | $240,638 |
Annual Cash Incentive Compensation
| (1) There were no increases in our named executive officers’ target annual cash incentive percentages from fiscal 2022 to fiscal 2023, other than an increase from 60% to 75% for Mr. Steves, to bring him in line with other senior vice presidents of the Company with similar responsibilities as well as to increase his total target cash compensation closer to the 50th percentile of other similarly situated executives per our benchmarking research. |
Annual Cash Incentive Compensation
| (2) Mr. Helgeson joined the Company as Executive Vice President and Chief Financial Officer, effective November 6, 2023, and his target annual cash incentive amount was prorated based on his start date. |
Annual Cash Incentive Compensation
The maximum annual cash incentive opportunity of each named executive officer for fiscal 2023 was capped at 200% of the named executive officer’s target annual cash incentive opportunity. Fiscal 2023 Performance Measures, Weightings and Goals In December 2022, the Compensation and Human Capital Committee established performance measures and specific performance goals based solely on Company performance, and not individual performance, which had to be achieved in order for any annual incentive compensation to be paid to our named executive officers for fiscal 2023. The Compensation and Human Capital Committee evaluated key financial measures and decided to maintain Adjusted Operating Income and Adjusted Free Cash Flow, both non-GAAP financial measures, as appropriate drivers of performance under the Non-Equity Incentive Plan for fiscal 2023. In addition, the committee decided to introduce two new ESG performance measures relating to (1) total recordable incident rate, which is calculated as the total number of recordable safety incidents during the most recently completed fiscal year multiplied by 200,000, divided by total hours worked by all Company employees during such fiscal year (“Improvement in Total Recordable Incident Rate”) and (2) the turnover rate of Company employees, which is calculated as the number of employees that have left the Company in the most recently completed fiscal year divided by the total number of Company employees at the end of the fiscal year prior to the most recently completed fiscal year (“Improvement in Turnover Rate”). The Compensation and Human Capital Committee adopted this change to help drive accountability within the management team for advancing the Company’s ESG goals and to reflect the Company’s commitment to our employees and workplace safety. All of our named executive officers were assigned the same performance measures and weightings in recognition of their shared responsibility for overall corporate financial and ESG performance. The performance measures and weightings for fiscal 2023 annual cash incentive compensation were as follows:
Annual Cash Incentive Compensation
| | Fiscal 2023 Performance Measures and Weightings | | | | | | Adjusted Operating Income | Adjusted Free Cash Flow (1) | Improvement in Total Recordable Incident Rate | Improvement in Turnover Rate | | For All Executive Officers | 45% | 45% | 5% | 5% |
Annual Cash Incentive Compensation
| (1) If Adjusted Free Cash Flow for fiscal 2023 did not exceed a certain minimum amount (“Adjusted Free Cash Flow Gate”), no annual incentive compensation would be paid to the executive officers under the Non-Equity Incentive Plan for fiscal 2023 even if achievement of the other performance goals would have resulted in payment of the annual incentive compensation. |
Annual Cash Incentive Compensation
Each performance goal has a performance range built around it, with a corresponding increase or decrease in the associated annual incentive compensation opportunity. The range of performance goals and associated incentive compensation opportunities for all named executive officers under the Non-Equity Incentive Plan for fiscal 2023 was expressed in the form of “minimum”, “threshold”, “target” and “maximum” achievement levels. Between each of the achievement levels, results would be interpolated to calculate specific annual incentive compensation award percentages. Impact of the GFL and Twin Bridges Transactions on Fiscal 2023 Annual Cash Incentive Compensation Our acquisition of the equity interests of certain subsidiaries of GFL Environmental Inc. closed on June 30, 2023, and our acquisition of the assets of Consolidated Waste Service, LLC and its affiliates (dba Twin Bridges) closed on September 1, 2023 (the “GFL and TB Transactions”). In connection with the GFL and TB Transactions, the Compensation and Human Capital Committee reviewed the performance goals under the Non-Equity Incentive Plan for fiscal 2023. In November 2023, the Compensation and Human Capital Committee determined that it would be appropriate and in the best interest of stockholders to adjust the performance goals for fiscal 2023 annual cash incentive compensation to be earned under the Non-Equity Incentive Plan to reflect the GFL and TB Transactions in order to avoid potential windfalls by the employees arising from the contributions of acquired companies that had not been budgeted when the performance goals were initially set. Accordingly, to promote management accountability for meeting the financial and strategic objectives of the GFL and TB Transactions and to align pay with shareholder outcomes, the Compensation and Human Capital Committee adjusted the previously established Adjusted Operating Income and Adjusted Free Cash Flow performance goals for the Non-Equity Incentive Plan based on a pro rata share of the first year contribution from the pro forma models for each of the GFL and TB Transactions. No adjustments were made to the previously established Improvement in Total Recordable Incident Rate and Improvement in Turnover Rate performance goals under the Non-Equity Incentive Plan due to insufficient data for the acquired businesses regarding those metrics. Such adjustments were designed to preserve the rigor of the originally established goals in light of the expanded scope of the Company’s business following completion of the GFL and TB Transactions. Adjusted Free Cash Flow for fiscal 2023 exceeded the Adjusted Free Cash Flow Gate of $111.2 million. The goals and performance ranges for Adjusted Operating Income, Adjusted Free Cash Flow, Improvement in Total Recordable Incident Rate and Improvement in Turnover Rate for all named executive officers and the degree to which we attained these goals in fiscal 2023 are as follows (dollars in millions):
Annual Cash Incentive Compensation
| Performance Measure | Weighting | Minimum (0% Payout) | Threshold (60% Payout) | Target (100% Payout) | (150% Payout) | Maximum (200% Payout) | Actual Achievement | Payout % | | Adjusted Operating Income (1) | 45% | $101.4 | $106.5 | $111.6 | $114.1 | $116.7 | $105.0 | 42.5% | | Adjusted Free Cash Flow (1) | 45% | $116.8 | $127.9 | $130.7 | $133.4 | $139.0 | $128.3 | 66.1% | | Improvement in Total Recordable Incident Rate | 5% | 5.55 | 5.38 | 5.27 | — | — | 5.25 | 100% | | Improvement in Turnover Rate | 5% | 36.25% | 34.62% | 33.53% | — | — | 29.40% | 100% | | | | | | | | Overall Payout as a % Against Target | | 58.9% |
Annual Cash Incentive Compensation
| (1) Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. |
Annual Cash Incentive Compensation
Fiscal 2023 Annual Cash Incentive Payments Based on performance against our performance goals for fiscal 2023 (as adjusted for the GFL and TB Transactions as discussed above), each named executive officer received a payout of 58.9% of such named executive officer’s target annual cash incentive amount as set forth in the table below.
Annual Cash Incentive Compensation
| Name | Fiscal 2023 Target Annual Cash Incentive Amount | Payout % Against Target | Actual Fiscal 2023 Annual Cash Incentive Amount | | John W. Casella | $1,109,538 | 58.9% | $653,199 | | Bradford J. Helgeson (1) | $59,403 | 58.9% | $33,932 | | Edmond R. Coletta | $410,664 | 58.9% | $241,763 | | Shelley E. Sayward | $248,400 | 58.9% | $146,236 | | Paul J. Ligon | $239,981 | 58.9% | $140,839 | | Sean M. Steves | $240,638 | 58.9% | $141,666 |
Annual Cash Incentive Compensation
| (1) Mr. Helgeson joined the Company as Executive Vice President and Chief Financial Officer, effective November 6, 2023. He received a prorated annual cash incentive award based on his start date. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our named executive officers are eligible to receive equity awards under our stock incentive plan. We typically make equity awards to our officers and employees as an incentive to enhance long-term stockholder value. Equity awards are typically granted when the person is first hired or receives a promotion or other significant change in responsibility, and thereafter once annually as a part of our broader equity incentive compensation program at a regularly scheduled Compensation and Human Capital Committee meeting early in the fiscal year. Our long-term incentive compensation program includes the granting of annual awards up to 75% in the form of PSUs and 25% in the form of RSUs to our executive officers. The Compensation and Human Capital Committee believes that this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term stockholder value creation. Fiscal 2023 RSU Awards In fiscal 2023, we granted annual time-based RSU awards to our named executive officers (other than Mr. Helgeson), which vest based on continued employment in three equal annual installments beginning on the first anniversary of the date of grant. Each RSU represents the right to receive a share of our Class A common stock. The RSUs will vest in full, if on or prior to the first anniversary of the date of the consummation of a change of control of the Company, a named executive officer’s service with the Company is terminated without cause. The number of time-based RSUs granted to our named executive officers (other than Mr. Helgeson) in fiscal 2023 are as follows:
Long-Term Incentive Compensation
| Name | Number of RSUs Granted | | John W. Casella | 6,298 | | Edmond R. Coletta | 2,652 | | Shelley E. Sayward | 1,243 | | Paul J. Ligon | 497 | | Sean M. Steves | 928 |
Long-Term Incentive Compensation
Fiscal 2023 PSU Awards In fiscal 2023, we granted annual PSU awards to our named executive officers (other than Mr. Helgeson), with each PSU award representing the right to receive a percentage of a target number of shares of Class A common stock up to a maximum number of shares of Class A common stock (equal to 240% of the target number of shares if the maximum 200% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The target number of shares and the maximum number of shares subject to the PSU awards are as follows:
Long-Term Incentive Compensation
| Name | Target Number of Shares Issuable Upon Vesting of PSUs | Maximum Number of Shares Issuable Upon Vesting of PSUs | | John W. Casella | 18,896 | 45,350 | | Edmond R. Coletta | 7,956 | 19,094 | | Shelley E. Sayward | 3,729 | 8,949 | | Paul J. Ligon | 1,491 | 3,578 | | Sean M. Steves | 2,784 | 6,681 |
Long-Term Incentive Compensation
The vesting of the PSUs will be based upon (i) our level of achievement of Adjusted Free Cash (weighted 50%) and Adjusted EBITDA (weighted 50%) during the third year (the “measurement period”) of our three-year performance period running from January 1, 2023 to December 31, 2025 (the “three-year performance period”) and (ii) a multiplier based on Relative TSR for the three-year performance period, along with continued service through the vesting date. The targets for the performance objectives were set by the Compensation and Human Capital Committee at the beginning of the three-year performance period. The number of shares of Class A common stock issuable upon vesting of the PSUs at the end of the three-year performance period will be equal to (i) the target number of shares multiplied by (ii) the percentage of the target number of shares that are eligible to vest based on the level of achievement of the performance objectives during the measurement period multiplied by (iii) the Relative TSR multiplier for the three-year performance period. The Relative TSR multiplier will be determined as follows:
Long-Term Incentive Compensation
| Relative TSR Percentile | Relative TSR Multiplier | | 0 to 25th | 80% | | 25.01 to 50th | 90% | | 50.01 to 75th | 110% | | 75.01 to 100th | 120% |
Long-Term Incentive Compensation
In setting the targets for the PSUs’ performance objectives at the beginning of the three-year performance period, the Compensation and Human Capital Committee approved targets that were aligned with the Company’s long-term strategic plan during the measurement period. The Compensation and Human Capital Committee believed that such targets would be reasonably achievable with strong performance by the Company at the target attainment level and would require outperformance at the maximum attainment level. Impact of the GFL and Twin Bridges Transactions on PSUs In connection with the GFL and TB Transactions, the Compensation and Human Capital Committee reviewed the performance targets under the PSUs granted to named executive officers in March 2021 (the “2021 PSUs”), March 2022 (the “2022 PSUs”) and March 2023 (the “2023 PSUs”, and together with the 2021 PSUs and the 2022 PSUs, the “Unvested PSUs”) which were the three sets of PSUs that were not yet vested at the time the GFL and TB Transactions closed. In November 2023, the Compensation and Human Capital Committee determined that it would be appropriate and in the best interest of stockholders to adjust the performance goals under the Unvested PSUs to reflect the GFL and TB Transactions. Such adjustments were contemplated by the terms of the grants made to employees in order to avoid potential windfalls by the employees arising from the contributions of acquired companies that had not been budgeted when the targets were initially set. Accordingly, to promote management accountability for meeting the financial and strategic objectives of the GFL and TB transactions and to align pay with shareholder outcomes, the Compensation and Human Capital Committee adjusted the previously established Adjusted Free Cash Flow and Adjusted EBITDA performance goals of the PSUs for each of fiscal 2023, fiscal 2024 and the fiscal year ending December 31, 2025 (“fiscal 2025”) based on a discounted pro rata contribution from the pro forma models for each of the GFL and TB Transactions, and made a cash interest adjustment to reflect changes in the Company’s capital structure in connection with the transactions. The Compensation and Human Capital Committee decided to discount the contributions from the pro forma models to reflect the uncertainty in the models and to recognize the efforts of the Company’s team in completing and integrating the acquisitions. The discounts were 5.5% and 5.0% to the pro forma Adjusted EBITDA contribution from the GFL and TB Transactions for fiscal 2024 and fiscal 2025, respectively, and 11.0% and 12.7% to the pro forma Adjusted Free Cash Flow contribution from the GFL and TB Transactions for fiscal 2024 and fiscal 2025, respectively. Such adjustments were designed to preserve the rigor of the originally established goals in light of the expanded scope of the Company’s business following completion of the GFL and TB Transactions. Vesting of Fiscal 2021 PSUs During fiscal 2021, we granted PSUs to each named executive officer (other than Mr. Helgeson), with each PSU award representing the right to receive a percentage of a target number of shares of Class A common stock up to a maximum number of shares of Class A common stock (equal to 240% of the target number of shares if the maximum 200% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The number of shares of Class A common stock issuable upon vesting of the PSUs would be equal to (i) the target number of shares, multiplied by (ii) the percentage of such target number of shares that are eligible to vest based on our level of achievement of Adjusted Free Cash Flow (weighted 50%) and Adjusted EBITDA (weighted 50%) during fiscal 2023, multiplied by (iii) a Relative TSR multiplier for the period running from January 1, 2021 to December 31, 2023. The range of performance goals was expressed in the form of “threshold,” “target” and “maximum” achievement levels. Between each of the achievement levels, results would be interpolated within each achievement level to calculate specific percentages of achievement of the performance goals. The goals and performance ranges for Adjusted Free Cash Flow and Adjusted EBITDA for the fiscal 2021 PSU awards (as adjusted for the GFL and TB Transactions as discussed above), and the degree to which we achieved these goals in fiscal 2023, are as follows (dollars in millions):
Long-Term Incentive Compensation
| Performance Measure | Weighting | Threshold (50% Achievement) | Target (100% Achievement) | Maximum (200% Achievement) | Actual Achievement | Achievement % | | Adjusted Free Cash Flow (1) | 50% | $95.5 | $102.0 | $108.5 | $128.3 | 200% | | Adjusted EBITDA (1) | 50% | $237.3 | $244.8 | $252.3 | $294.6 | 200% | | | | | | Overall Achievement % | | 200% |
Long-Term Incentive Compensation
| (1) Adjusted Free Cash Flow and Adjusted EBITDA are non-GAAP financial measures. See Appendix B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. |
Long-Term Incentive Compensation
The overall achievement of 200% of the Adjusted Free Cash Flow and Adjusted EBITDA goals was then subject to adjustment by the Relative TSR Multiplier, which is based on a comparison of our TSR to the TSR of the Russell 2000 Index for the period running from January 1, 2021 to December 31, 2023, determined as follows:
Long-Term Incentive Compensation
| | Relative TSR Percentile | Relative TSR Multiplier | | | 0 to 25th | 80% | | | 25.01 to 50th | 90% | | | 50.01 to 75th | 110% | | | 75.01 to 100th | 120% | | Actual Achievement | 69.0 | 110% |
Long-Term Incentive Compensation
The 200% achievement percentage of the Adjusted Free Cash Flow and Adjusted EBITDA goals for fiscal 2023, multiplied by the Relative TSR Multiplier of 110%, resulted in an overall achievement percentage of 220% and the vesting of 220% of the target number of shares of the fiscal 2021 PSU awards as set forth in the table below.
Vesting of Fiscal 2021 PSUs
Vesting of Fiscal 2021 PSUs
Vesting of Fiscal 2021 PSUs
| Name | Target Number of Shares | Maximum Number of Shares | Achievement % | Actual Number of Shares Issued | | John W. Casella | 18,547 | 44,513 | 220% | 40,803 | | Edmond R. Coletta | 9,274 | 22,258 | 220% | 20,403 | | Shelley E. Sayward | 2,318 | 5,563 | 220% | 5,100 | | Paul J. Ligon | 773 | 1,855 | 220% | 1,701 | | Sean M. Steves | 438 | 1,051 | 220% | 964 |
Vesting of Fiscal 2021 PSUs
Mr. Helgeson’s New-Hire Equity Awards In connection with Mr. Helgeson’s appointment as Executive Vice President and Chief Financial Officer, effective November 6, 2023, the Compensation and Human Capital Committee granted Mr. Helgeson (i) a new-hire award of 1,881 RSUs (with a target grant value of $150,000) that will vest in equal annual installments over a three-year period, commencing on the first anniversary of the grant date and (ii) a new-hire stock option award for the purchase of 17,500 shares of the Company’s common stock that will vest in equal annual installments over a five-year period, commencing on the first anniversary of the grant date.
Severance and Change-of-Control Benefits
Severance and Change-of-Control Benefits Pursuant to employment agreements we have entered into with our named executive officers, each such named executive officer is entitled to specified benefits in the event of the termination of his or her employment under specified circumstances, including termination following a change of control of the Company. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “— Potential Payments Upon Termination or Change of Control” below.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(s) | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non- Equity Incentive Plan Com- pensation ($) | All Other Compensation ($) (3) | Total ($) | | John W. Casella | 2023 | 739,692 | 2,046,324 | — | 653,199 | 22,382 | 3,461,597 | | Chairman and Chief Executive Officer | 2022 | 647,149 | 1,773,790 | — | 1,675,105 | 24,027 | 4,120,071 | | | 2021 | 628,300 | 1,695,668 | — | 1,884,900 | 25,086 | 4,233,954 | | Bradford J. Helgeson (4) | 2023 | 69,886 | 149,953 | 525,466 | 33,932 | 1,118 | 780,355 | | Executive Vice President and Chief Financial Officer | | | | | | | | | Edmond R. Coletta (5) | 2023 | 483,134 | 861,608 | — | 241,763 | 15,669 | 1,602,174 | | President and Former Chief Financial Officer | 2022 | 466,796 | 886,895 | 2,175,161 | 684,687 | 15,826 | 4,229,365 | | | 2021 | 453,200 | 847,870 | — | 770,440 | 19,384 | 2,090,894 | | Shelley E. Sayward | 2023 | 331,200 | 403,838 | — | 146,236 | 13,803 | 895,077 | | Senior Vice President and General Counsel | 2022 | 320,000 | 388,038 | — | 414,150 | 13,300 | 1,135,488 | | | 2021 | 300,000 | 211,948 | 199,972 | 450,000 | 16,114 | 1,178,034 | | Paul J. Ligon | 2023 | 319,975 | 161,470 | — | 140,839 | 15,353 | 637,637 | | Senior Vice President of Sustainable Growth | 2022 | 307,654 | 128,785 | — | 287,006 | 15,353 | 738,798 | | Sean M. Steves | 2023 | 320,850 | 301,498 | — | 141,666 | 14,234 | 778,248 | | Senior Vice President and Chief Operating Officer of Solid Waste Operations | 2022 | 267,362 | 128,785 | — | 320,966 | 13,967 | 731,080 |
Summary Compensation Table
| (1) Amounts shown in this column reflect the aggregate grant date fair value of RSUs and PSUs granted under our 2016 Incentive Plan, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to calculate the grant date fair value of PSUs are set forth in Note 14 to our Consolidated Financial Statements included in the 2023 Form 10-K. The grant date fair value of RSUs is based upon the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the grant date. The grant date fair value of PSUs granted in fiscal 2023 is based on the probable outcome of the applicable performance conditions which reflects the target level of performance. The grant date fair value of PSUs granted in fiscal 2023 based on attainment of the maximum level of performance is as follows: $3,771,339 for Mr. John Casella, $1,587,890 for Mr. Coletta, $744,249 for Ms. Sayward, $297,580 for Mr. Ligon and $555,642 for Mr. Steves. |
Summary Compensation Table
| (2) Reflects the aggregate grant date fair value for stock options granted under our 2016 Incentive Plan in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of stock options are set forth in Note 14 to our Consolidated Financial Statements included in the 2023 Form 10-K. |
Summary Compensation Table
| (3) The amounts reported in All Other Compensation reflect, for each named executive officer, the sum of (i) the amount we contributed to the 401(k) plan, (ii) the amount of tax gross-ups we paid and (iii) the incremental cost to us of all perquisites and other personal benefits. The following table sets forth All Other Compensation paid to or accrued by our named executive officers in 2023: |
Summary Compensation Table
| Name | 401(k) Plan Matching Contributions ($) | Car Allowance and Usage ($) | Tax Gross-Up Payments ($) | | John W. Casella (a) | 6,100 | 7,370 | 8,912(b) | | Bradford E. Helgeson | — | 1,118 | — | | Edmond R. Coletta | 6,100 | 7,800 | 1,769(c) | | Shelley E. Sayward | 6,100 | 7,703 | — | | Paul J. Ligon | 6,100 | 9,253 | — | | Sean M. Steves | 6,100 | 8,134 | — |
Summary Compensation Table
| (a) During fiscal 2023, certain of Mr. John Casella’s family members accompanied him on certain business-related flights on our corporate aircraft when space was available, but the family members’ presence on the flights did not result in any incremental cost to the Company. |
Summary Compensation Table
| (b) This amount consists of a tax gross up provided with respect to car allowance and usage ($7,239) and a tax gross up provided with respect to the imputed income relating to travel on our corporate aircraft described in (a) above ($1,673). |
Summary Compensation Table
| (c) This amount consists of a tax gross up provided with respect to car allowance and usage. |
Summary Compensation Table
| (4) Mr. Helgeson joined the Company as Executive Vice President and Chief Financial Officer, effective November 6, 2023. |
Summary Compensation Table
| (5) Mr. Coletta served as our Chief Financial Officer from December 2012 to November 5, 2023. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information plan-based awards granted to our named executive officers during fiscal 2023.
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards
| Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) (5) | Grant Date Fair Value of Stock and Option Awards ($) (6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John W. Casella | N/A | N/A | — | 1,109,538 | 2,219,076 | — | — | — | — | — | — | — | | | 3/10/2023 | 2/15/2023 | — | — | — | — | — | — | 6,298 | — | — | 474,932 | | | 3/10/2023 | 2/15/2023 | — | — | — | — | 18,896 | 45,350 | — | — | — | 1,571,392 | | Bradford J. Helgeson | N/A | N/A | — | 59,403 | 118,806 | — | — | — | — | — | — | — | | | 11/6/2023 | 10/31/2023 | — | — | — | — | — | — | 1,881 | — | — | 149,953 | | | 11/6/2023 | 10/31/2023 | — | — | — | — | — | — | — | 17,500 | 79.72 | 525,466 | | Edmond R. Coletta | N/A | N/A | — | 410,664 | 821,328 | — | — | — | — | — | — | — | | | 3/10/2023 | 2/15/2023 | — | — | — | — | — | — | 2,652 | — | — | 199,987 | | | 3/10/2023 | 2/15/2023 | — | — | — | — | 7,956 | 19,094 | — | — | — | 661,621 | | Shelley E. Sayward | N/A | N/A | — | 248,400 | 496,800 | — | — | — | — | — | — | — | | | 3/10/2023 | 2/15/2023 | — | — | — | — | — | — | 1,243 | — | — | 93,735 | | | 3/10/2023 | 2/15/2023 | — | — | — | — | 3,729 | 8,949 | — | — | — | 310,103 | | Paul J. Ligon | N/A | N/A | — | 239,981 | 479,962 | — | — | — | — | — | — | — | | | 3/10/2023 | 2/15/2023 | — | — | — | — | — | — | 497 | — | — | 37,479 | | | 3/10/2023 | 2/15/2023 | — | — | — | — | 1,491 | 3,578 | — | — | — | 123,991 | | Sean M. Steves | N/A | N/A | — | 240,638 | 481,276 | — | — | — | — | — | — | — | | | 3/10/2023 | 2/15/2023 | — | — | — | — | — | — | 928 | — | — | 69,980 | | | 3/10/2023 | 2/15/2023 | — | — | — | — | 2,784 | 6,681 | — | — | — | 231,518 |
Fiscal 2023 Grants of Plan-Based Awards
| (1) The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable as annual cash incentive compensation under the Non-Equity Incentive Plan, respectively. The actual amounts earned in fiscal 2023 are reflected in the Summary Compensation Table above and were as follows: |
Fiscal 2023 Grants of Plan-Based Awards
| Name | Actual Payout Under Non-Equity Incentive Plan for Fiscal 2023 | | John W. Casella | $653,199 | | Bradford J. Helgeson | $33,932 | | Edmond R. Coletta | $241,763 | | Shelley E. Sayward | $146,236 | | Paul J. Ligon | $140,839 | | Sean M. Steves | $141,666 |
Fiscal 2023 Grants of Plan-Based Awards
| (2) Represents PSUs granted under our 2016 Incentive Plan. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the measurement period of our three-year performance period running from January 1, 2023 to December 31, 2025 and (ii) a Relative TSR multiplier for the period running from January 1, 2023 to December 31, 2025. |
Fiscal 2023 Grants of Plan-Based Awards
| (3) Represents RSUs granted under our 2016 Incentive Plan. The RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant. |
Fiscal 2023 Grants of Plan-Based Awards
| (4) Represents a stock option award granted under our 2016 Incentive Plan. The stock option award vests in five equal installments on each of the first five anniversaries of the grant date. |
Fiscal 2023 Grants of Plan-Based Awards
| (5) The exercise price per share is equal to the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the grant date. |
Fiscal 2023 Grants of Plan-Based Awards
| (6) The grant date fair value of RSUs is based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the grant date. The grant date fair value of PSUs is calculated in accordance with FASB ASC Topic 718 using a Monte Carlo pricing model as set forth in Note 14 of our Consolidated Financial Statements included in the 2023 Form 10-K and is based on the probable outcome of the applicable performance conditions which reflects the target level of performance. The grant date fair value of stock options is calculated in accordance with FASB ASC Topic 718 using a Black-Scholes valuation model as set forth in Note 14 of our Consolidated Financial Statements included in the 2023 Form 10-K. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | John W. Casella | 27,940 | — | 12.48 | 11/16/2026 | — | — | — | — | | | — | — | — | — | 2,061(1) | 176,133 | — | — | | | — | — | — | — | 2,940(2) | 251,252 | — | — | | | — | — | — | — | 6,298(3) | 538,227 | — | — | | | — | — | — | — | — | — | 13,230(4) | 1,130,636 | | | — | — | — | — | — | — | 18,896(5) | 1,614,852 | | Bradford J. Helgeson | — | 17,500(6) | 79.72 | 11/6/2033 | — | — | — | — | | | — | — | — | — | 1,881 | 160,750 | — | — | | Edmond R. Coletta | 15,000 | 60,000(7) | 82.47 | 7/31/2032 | — | — | — | — | | | — | — | — | — | 1,030(1) | 88,024 | — | — | | | — | — | — | — | 1,470(2) | 125,626 | — | — | | | — | — | — | — | 2,652(3) | 226,640 | — | — | | | — | — | — | — | — | — | 6,615(4) | 679,920 | | | — | — | — | — | — | — | 7,956(5) | 565,318 | | Shelley E. Sayward | 5,597 | 2,799(8) | 68.78 | 7/29/2031 | — | — | — | — | | | — | — | — | — | 258(1) | 22,049 | — | — | | | — | — | — | — | 643(2) | 54,951 | — | — | | | — | — | — | — | 1,243(3) | 106,227 | — | — | | | — | — | — | — | — | — | 2,894(4) | 247,321 | | | — | — | — | — | — | — | 3,729(5) | 318,680 | | Paul J. Ligon | — | — | — | — | 258(1) | 22,049 | — | — | | | — | — | — | — | 441(2) | 37,688 | — | — | | | — | — | — | — | 497(3) | 42,474 | — | — | | | — | — | — | — | — | — | 662(4) | 56,575 | | | — | — | — | — | — | — | 1,491(5) | 127,421 | | Sean M. Steves | — | — | — | — | 146(1) | 12,477 | — | — | | | — | — | — | — | 441(2) | 37,688 | — | — | | | — | — | — | — | 928(3) | 79,307 | — | — | | | — | — | — | — | — | — | 662(4) | 56,575 | | | — | — | — | — | — | — | 2,784(5) | 237,921 |
Outstanding Equity Awards at December 31, 2023
| (1) Represents RSUs granted on March 12, 2021. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant. |
Outstanding Equity Awards at December 31, 2023
| (2) Represents RSUs granted on March 11, 2022. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant. |
Outstanding Equity Awards at December 31, 2023
| (3) Represents RSUs granted on March 10, 2023. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant. |
Outstanding Equity Awards at December 31, 2023
| (4) Represents PSUs granted on March 11, 2022 at the target award level. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the measurement period of our three-year performance period running from January 1, 2022 to December 31, 2024 and (ii) a Relative TSR multiplier for the period running from January 1, 2022 to December 31, 2024. |
Outstanding Equity Awards at December 31, 2023
| (5) Represents PSUs granted on March 10, 2023 at the target award level. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the measurement period of our three-year performance period running from January 1, 2023 to December 31, 2025 and (ii) a Relative TSR multiplier for the period running from January 1, 2023 to December 31, 2025. |
Outstanding Equity Awards at December 31, 2023
| (6) Represents a stock option award granted on November 6, 2023. The stock option award vests in equal installments over five years, commencing on the first anniversary of the grant date. |
Outstanding Equity Awards at December 31, 2023
| (7) Represents a stock option award granted on August 1, 2022. The stock option award vests in equal installments over five years, commencing on the first anniversary of the grant date. |
Outstanding Equity Awards at December 31, 2023
| (8) Represents a stock option award granted on July 30, 2021. The stock option award vests in equal installments over three years, commencing on the first anniversary of the grant date. |
Option Exercises and Stock Vested During Fiscal 2023
Option Exercises and Stock Vested During Fiscal 2023
Option Exercises and Stock Vested During Fiscal 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) | | John W. Casella | 724 | 54,409 | 47,403 | 4,237,887 | | Bradford J. Helgeson | — | — | — | — | | Edmond R. Coletta | — | — | 23,704 | 2,119,159 | | Shelley E. Sayward | — | — | 5,897 | 527,482 | | Paul J. Ligon | — | — | 6,669 | 542,513 | | Sean M. Steves | — | — | 1,549 | 134,136 |
Option Exercises and Stock Vested During Fiscal 2023
| (1) Number of shares acquired on exercise of stock options is the gross number of shares exercised. |
Option Exercises and Stock Vested During Fiscal 2023
| (2) Number of shares acquired on vesting of stock awards is the gross number of shares vested. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023 The following tables quantify the amounts that would be payable to our named executive officers upon termination of their employment under the circumstances described above under “Employment Agreements”, “Equity Award Agreements” and a change in control of the Company. We calculated the amounts shown based upon each such named executive officer’s employment agreement and equity award agreements, as applicable, described above and upon the hypothetical assumption that each named executive officer’s employment terminated effective December 31, 2023.
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| | Termination Without Cause | | | | | Name | Cash Payments ($) (1) | Value of Benefits ($) (2) | Value of RSUs with Accelerated Vesting ($) | Value of Options with Accelerated Vesting ($) | | John W. Casella | 7,245,201 | 67,874 | 965,613 | — | | Bradford J. Helgeson | 832,500 | — | 160,750 | 100,450 | | Edmond R. Coletta | 1,787,596 | 49,851 | 440,290 | 179,400 | | Shelley E. Sayward | 579,600 | 10,173 | 183,226 | 46,687 | | Paul J. Ligon | 559,957 | 24,926 | 102,210 | — | | Sean M. Steves | 561,488 | 15,699 | 129,472 | — |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| | Termination for Good Reason | | | | | Name | Cash Payments ($) (1) | Value of Benefits ($) (2) | Value of RSUs with Accelerated Vesting ($) | Value of Options with Accelerated Vesting ($) | | John W. Casella | 7,245,201 | 67,874 | 965,613 | — | | Bradford J. Helgeson | 832,500 | — | 160,750 | 100,450 | | Edmond R. Coletta | 1,787,596 | 49,851 | 440,290 | 179,400 | | Shelley E. Sayward | 579,600 | 10,173 | 183,226 | 46,687 | | Paul J. Ligon | 559,957 | 24,926 | 102,210 | — | | Sean M. Steves | 561,488 | 15,699 | 129,472 | — |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| | Change in Control with Termination Without Cause or for Good Reason | | | | | | Name | Cash Payments ($) (1) | Value of Benefits ($) (2) | Tax Reimbursement ($) (3) | Value of RSUs and PSUs with Accelerated Vesting ($) (4) | Value of Options with Accelerated Vesting ($) (4) | | John W. Casella | 7,245,201 | 67,874 | — | 3,711,101 | — | | Bradford J. Helgeson | 832,500 | — | — | 160,750 | 100,450 | | Edmond R. Coletta | 1,787,596 | 49,851 | — | 1,685,528 | 179,400 | | Shelley E. Sayward | 579,600 | 10,173 | — | 749,228 | 46,687 | | Paul J. Ligon | 559,957 | 24,926 | — | 286,206 | — | | Sean M. Steves | 561,488 | 15,699 | — | 423,967 | — |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| | Termination for Disability | | | | | Name | Cash Payments ($) (1) | Value of Benefits ($) (5) | Value of RSUs and PSUs with Accelerated Vesting ($) | Value of Options with Accelerated Vesting ($) | | John W. Casella | 7,245,201 | 22,625 | 3,711,101 | — | | Bradford J. Helgeson | 832,500 | — | 160,750 | 100,450 | | Edmond R. Coletta | 1,787,596 | 49,851 | 1,685,528 | 179,400 | | Shelley E. Sayward | 579,600 | 10,173 | 749,228 | 46,687 | | Paul J. Ligon | 559,957 | 24,926 | 286,206 | — | | Sean M. Steves | 561,488 | 15,699 | 423,967 | — |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| | Automatically Upon Death | | | | | Name | Cash Payments ($) (1) | Value of Benefits ($) (6) | Value of RSUs and PSUS with Accelerated Vesting ($) | Value of Options with Accelerated Vesting ($) | | John W. Casella | 7,245,201 | 10,227 | 3,711,101 | — | | Bradford J. Helgeson | 832,500 | — | 160,750 | 100,450 | | Edmond R. Coletta | 1,787,596 | — | 1,685,528 | 179,400 | | Shelley E. Sayward | 579,600 | — | 749,228 | 46,687 | | Paul J. Ligon | 559,957 | — | 286,206 | — | | Sean M. Steves | 561,488 | — | 423,967 | — |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (1) The amounts in this column reflect payments, as described above, equal to a multiple of annual base salary in effect on December 31, 2023, and a bonus or other amount equal to a percentage of the base salary or annual cash incentive compensation for each named executive officer in accordance with the terms of his or her employment agreement. |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (2) The amounts in this column reflect payments for monthly COBRA premiums for continued health, dental and vision coverage, as well as payments for life insurance premiums for Messrs. John Casella and Ligon as of December 31, 2023 and payments for monthly COBRA premiums for continued health and dental coverage for Messrs. Coletta and Steves and Ms. Sayward as of December 31, 2023. Payment of these benefits will continue for a period of three years from the date of termination for Mr. John Casella, for a period of two years from the date of termination for Mr. Coletta, and for a period of one year from the date of termination for each of Messrs. Ligon and Steves and Ms. Sayward. |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (3) The amounts in this column reflect additional payments intended to compensate Messrs. John Casella and Ligon for excise taxes under Section 4999 of the Code, if any, payable in connection with severance payments and benefits in accordance with the terms of their employment agreements. Such payments will only be received by the named executive officer in the event of the termination of employment by the named executive officer for good reason following a change in control of the Company. Ms. Sayward’s and Messrs. Coletta’s, Helgeson’s and Steves’ employment agreements do not provide for such a payment. |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (4) The value of accelerated unvested RSUs is based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the last trading day of fiscal 2023 multiplied by the number of accelerated units. The value of accelerated unvested PSUs is based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the last trading day of fiscal 2023 multiplied by the Target Number of Shares (as defined in the applicable performance-based stock unit agreement). The value of accelerated unvested stock options is calculated by taking the difference between the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the last trading day of fiscal 2023 and the exercise price and multiplying it by the number of shares of Class A common stock underlying the unvested stock options (as defined in the applicable stock option agreement). |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (5) The amounts in this column reflect payments for monthly COBRA premiums for continued health, dental and vision coverage, as well as payments for life insurance premiums for Messrs. John Casella and Ligon as of December 31, 2023 and payments for monthly COBRA premiums for continued health and dental coverage for Messrs. Coletta and Steves and Ms. Sayward as of December 31, 2023. Payment of these benefits will continue for a period of two years from the date of termination for Mr. Coletta and for a period of one year from the date of termination for each of Messrs. John Casella, Ligon and Steves and Ms. Sayward. |
Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2023
| (6) The amount in this column reflects payments for monthly COBRA premiums for continued health, dental and vision coverage for Mr. John Casella’s spouse as of December 31, 2023. Such payments will continue for a period of one year. |
CEO Pay Ratio
CEO Pay Ratio Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. Our Chief Executive Officer’s annual total compensation for fiscal 2023 was $3,461,597, as disclosed in the Summary Compensation Table appearing on page 53. The annual total compensation for our median employee (other than our Chief Executive Officer) for fiscal 2023 was $72,165. Based on the foregoing, we estimate that our Chief Executive Officer’s annual total compensation was approximately 48 times that of the median of the annual total compensation of all other employees. For purposes of identifying the median employee, we examined our employee population as of December 31, 2023. There were 3,902 full-time and part-time employees, excluding the Chief Executive Officer, and no temporary or seasonal workers. We used a consistently applied compensation measure to identify the median employee that included the sum of the following fiscal 2023 compensation elements: base salary, incentives paid during 2023, vesting value of stock awards, value of stock options exercised and benefits. Once this amount was estimated for each employee (excluding the Chief Executive Officer), we arrayed and sorted the data to identify the median employee. After the median employee was identified, we estimated the annual total compensation for that employee by applying the same rules as used for determining total compensation for our Chief Executive Officer in the Summary Compensation Table. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (the “PEO”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 53 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation and Human Capital Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation and Human Capital Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 36.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $ 100 Investment Based on: | | Net Income ($) | Adjusted Free Cash Flow ($) (4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | | | | 2023 | 3,461,597 | 3,778,584 | 938,698 | 903,205 | 185.66 | 172.53 | 25,399,000 | 128,299,000 | | 2022 | 4,120,071 | 2,821,002 | 1,635,240 | 1,323,839 | 172.30 | 144.53 | 53,079,000 | 111,213,000 | | 2021 | 4,233,954 | 11,347,919 | 1,486,919 | 3,594,795 | 185.57 | 153.39 | 41,100,000 | 95,332,000 | | 2020 | 3,794,238 | 6,590,420 | 1,538,515 | 2,506,954 | 134.59 | 108.62 | 91,106,000 | 69,147,000 |
Pay Versus Performance
| (1) For 2023, our PEO was John W. Casella and our Other NEOs were Bradford J. Helgeson, Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon and Sean M. Steves. For 2022, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon, Sean M. Steves and Edward D. Johnson. For 2021, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, Shelley E. Sayward and Christopher B. Heald. For 2020, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, David L. Schmitt and Christopher B. Heald. |
Pay Versus Performance
| (2) The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP Amounts from the SCT Amounts for 2023. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2023, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
Pay Versus Performance
| Adjustments | 2023 ($) | | | | PEO | Other NEOs* | | SCT Amounts | 3,461,597 | 938,698 | | Adjustments for stock and option awards: | | | | (Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (2,046,324) | (480,767) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 2,272,502 | 522,389 | | Add (Subtract): Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 242,046 | 46,081 | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (151,237) | (123,196) | | CAP Amounts (as calculated) | 3,778,584 | 903,205 |
Pay Versus Performance
| * Amounts presented are averages for the entire group of Other NEOs in 2023. |
Pay Versus Performance
| (3) The companies in our peer group are: GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc., and Republic Services, Inc. |
Pay Versus Performance
| (4) Adjusted Free Cash Flow is a non-GAAP financial measure. See Appendix B for additional information regarding Adjusted Free Cash Flow and reconciliation of Adjusted Free Cash Flow to its most directly comparable GAAP financial measure. |
Pay Versus Performance
The following table lists the three financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for 2023 (our most recently completed fiscal year), to company performance. Of these measures, we have identified Adjusted Free Cash Flow as the most important of our financial performance measures (that is not already required to be disclosed in the pay versus performance table above) used to link CAP Amounts for our executives for 2023 to company performance.
Pay Versus Performance
| Adjusted Free Cash Flow* | | Adjusted Operating Income* | | Adjusted EBITDA* |
Pay Versus Performance
| * Adjusted Free Cash Flow, Adjusted Operating Income and Adjusted EBITDA are non-GAAP financial measures. See Appendix B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. |
Pay Versus Performance
The following charts show graphically the relationships over the past four years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative total shareholder return (“TSR”), Peer Group TSR, Net Income and Adjusted Free Cash Flow, as well as the relationship between our TSR and Peer Group TSR:
Director Compensation
Director Compensation We compensate our directors who are not our employees or employees of our subsidiaries. Accordingly, Mr. John Casella, who serves as our Chief Executive Officer, and Mr. Douglas Casella, who serves as President of Casella Waste Management, Inc., our wholly owned subsidiary, do not receive any additional compensation for their service as directors. The Compensation and Human Capital Committee periodically reviews the compensation of our non-employee directors. We seek to attract exceptional talent to our Board and therefore, our policy is to compensate our directors competitively relative to comparable companies. Our Board believes that it is appropriate for the chairs and members of the committees of our Board to receive additional compensation for their services in those positions.
Non-Employee Director Compensation for Fiscal 2023
Non-Employee Director Compensation for Fiscal 2023
Non-Employee Director Compensation for Fiscal 2023
| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) (3) | Total ($) | | Michael L. Battles | 80,000 | 119,996 | 199,996 | | Michael K. Burke | 90,000 | 119,996 | 209,996 | | Joseph G. Doody | 102,500 | 119,996 | 222,496 | | Emily Nagle Green | 82,500 | 119,996 | 202,496 | | William P. Hulligan | 90,000 | 119,996 | 209,996 | | Rose Stuckey Kirk | 77,500 | 119,996 | 197,496 | | Gary Sova | 82,500 | 119,996 | 202,496 |
Non-Employee Director Compensation for Fiscal 2023
| (1) Excludes Mr. John Casella, our Chief Executive Officer and Chairman of our Board, who does not receive compensation for his services as director and whose compensation as a named executive officer is reported in the Summary Compensation Table above, and Mr. Douglas Casella, the Vice Chairman of our Board and President of Casella Waste Management, Inc., our wholly owned subsidiary, who does not receive compensation for his services as director. |
Non-Employee Director Compensation for Fiscal 2023
| (2) Amounts shown in this column for all non-employee directors reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs granted in fiscal 2023 under our 2016 Incentive Plan for service on our Board. RSUs were granted at the fair market value as of the date of the grant, based upon the last reported sale price of our Class A common stock on the Nasdaq Stock Market. The RSUs vest in full on the first anniversary of the date of grant. The individual RSU awards reflected in the compensation table above are summarized below. |
Non-Employee Director Compensation for Fiscal 2023
| Name | Grant Date | Number of RSUs Granted in Fiscal 2023 (#) | Grant Date Fair Value of Awards Granted in Fiscal 2023 ($) | | Michael L. Battles | 6/1/2023 | 1,310 | 119,996 | | Michael K. Burke | 6/1/2023 | 1,310 | 119,996 | | Joseph G. Doody | 6/1/2023 | 1,310 | 119,996 | | Emily Nagle Green | 6/1/2023 | 1,310 | 119,996 | | William P. Hulligan | 6/1/2023 | 1,310 | 119,996 | | Rose Stuckey Kirk | 6/1/2023 | 1,310 | 119,996 | | Gary Sova | 6/1/2023 | 1,310 | 119,996 |
Non-Employee Director Compensation for Fiscal 2023
| (3) As of December 31, 2023, our non-employee directors held the following aggregate number of unvested shares of restricted stock and unvested RSUs as of such date: |
Non-Employee Director Compensation for Fiscal 2023
| Name | Number of Unvested Shares of Restricted Stock (#) | Number of Unvested RSUs (#) | | Michael L. Battles | — | 1,310 | | Michael K. Burke | — | 1,310 | | Joseph G. Doody | — | 1,310 | | Emily Nagle Green | — | 1,310 | | William P. Hulligan | — | 1,310 | | Rose Stuckey Kirk | — | 1,310 | | Gary Sova | 252 | 1,310 |
Non-Employee Director Compensation for Fiscal 2023
We have entered into or engaged in certain transactions with our directors or affiliates of our directors. See “Corporate Governance – Certain Relationships and Related Person Transactions.”
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Our Second Amended and Restated Certificate of Incorporation provides for a classified Board. Our Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of stockholders. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Our Board currently consists of nine members, divided into three classes as follows:
PROPOSAL 1 — ELECTION OF DIRECTORS
| • | Class I is comprised of Michael K. Burke, Douglas R. Casella and Gary Sova, each with a term ending at the 2025 Annual Meeting of Stockholders; |
PROPOSAL 1 — ELECTION OF DIRECTORS
| • | Class II is comprised of Michael L. Battles, Joseph G. Doody and Emily Nagle Green, each with a term ending at the 2026 Annual Meeting; and |
PROPOSAL 1 — ELECTION OF DIRECTORS
| • | Class III is comprised of John W. Casella, William P. Hulligan and Rose Stuckey Kirk, each with a term ending at the 2024 Annual Meeting. |
PROPOSAL 1 — ELECTION OF DIRECTORS
Messrs. John Casella and Hulligan and Ms. Kirk are current Class III directors whose terms expire at the 2024 Annual Meeting. Messrs. John Casella and Hulligan and Ms. Kirk are each nominated for re-election as a Class III director, each to serve for a term ending at the 2027 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. Each of our three (3) director nominees was recommended by the Nominating and ESG Committee to the Board, which unanimously approved their nomination. The recommendations of our Board are based on its carefully considered judgment and the Board’s belief that the experience, record and qualifications of each of its nominees make them the best candidates to serve on the Board. We have adopted a majority vote resignation policy, pursuant to which, in an uncontested election of directors, any nominee who is an incumbent director and who does not receive more votes “for” his or her election than votes “withheld” from his or her election will be required to offer his or her resignation to our Board. In such an event, our Board, acting upon the recommendation of the Nominating and ESG Committee or other committee of independent directors, will take action with respect to the offered recommendation, which could range from accepting the resignation, maintaining the director but addressing what the committee believes to be the underlying cause of the “withheld” votes, or resolving that the director will not be re-nominated in the future for election, to rejecting the resignation. Following the Board’s determination, the Company will promptly publicly disclose the Board’s decision of whether or not to accept the resignation offer and an explanation of how the decision was reached. The election of directors at the 2024 Annual Meeting will be uncontested. Accordingly, the majority vote resignation policy would apply at the 2024 Annual Meeting. Each of the nominees has consented to being named in this proxy statement and to serve on our Board, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our Board. We do not contemplate that any of the nominees will be unable to serve if elected. Our Board unanimously recommends a vote “FOR” the election of John W. Casella, William P. Hulligan and Rose Stuckey Kirk as Class III directors.