Alan McKim
Founder, Executive Chairman of the Board, and Chief Technology Officer at 
CLEAN HARBORS
CLEAN HARBORSExecutive
Board
About Alan McKim
Alan S. McKim is the founder of Clean Harbors and has served on the Board since 1980; he is currently Executive Chairman and Chief Technology Officer and is 70 years old . He holds an MBA from Northeastern University and an honorary doctorate from Massachusetts Maritime Academy . Company performance over the last year shows revenue of $5,889.9M in 2024 vs. $5,409.2M in 2023 and Adjusted EBITDA of $1,116.9M vs. $1,012.6M; Clean Harbors’ five-year TSR (from a fixed $100 investment starting 2020) reached $268.28 in 2024, outpacing its peer group at $191.06 . These results underpin pay-for-performance incentive determinations in the latest proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Harbors | Founder, Chairman (now Executive Chairman) | 1980–present | Long-term strategic direction; largest individual shareholder aligns incentives |
| Clean Harbors | Chief Executive Officer and President | 1980–Mar 31, 2023 | Scaled environmental services; oversight of growth and operations |
| Clean Harbors | Chief Technology Officer | Mar 31, 2023–present | Technology leadership to support growth and operational safety |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northeastern University | Board of Trustees | Not specified (current) | External governance network; technology and leadership ties |
| South Shore Health | Board of Directors | Not specified (current) | Community and healthcare governance perspective |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Base Salary ($) | 1,265,000 | 991,250 | 900,000 |
| Annual Base Salary in effect at FY-end ($) | 1,265,000 | 900,000 (reduced on Mar 31, 2023) | 900,000 |
| Target Annual Bonus (% of Salary) | 150% | 150% | 150% |
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Maximum | 2024 Adjusted Result | 2024 Payout Factor (Co-CEOs/McKim) |
|---|---|---|---|---|---|---|---|
| Annual MIP | Revenue ($M) | 20% | 5,117 | 5,685 | 6,524 | 5,551.8 | 19.5% |
| Annual MIP | Adjusted EBITDA ($M) | 40% | 1,045 | 1,100 | 1,155 | 1,090.0 | 39.0% |
| Annual MIP | Adjusted Free Cash Flow ($M) | 20% | 347 | 385 | 424 | 393.5 | 22.2% |
| Annual MIP | TRIR (Safety) | 20% | N/A | 0.62 | 0.61 | 0.61 | 30.0% (no payout under target) |
| Annual MIP Total | — | — | — | — | — | — | 110.7% overall factor |
| Actual MIP Paid ($) | — | — | — | — | — | — | 1,493,831 (paid Q1’25) |
Notes:
- For McKim, MIP performance factors are 50% at threshold, 100% at target, 150% at maximum; TRIR does not pay below target .
- Long-term incentives: McKim generally does not receive annual equity awards due to significant ownership alignment as founder and largest individual shareholder . He had prior performance shares outstanding from earlier grants (see Vesting Schedules).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,590,680 shares (4.8% of outstanding) |
| Ownership Breakdown | 2,433,265 shares sole voting/dispositive power; 157,415 shares shared voting/dispositive power as co-trustee |
| Ownership Guidelines | NEOs (other than Co-CEOs) must hold stock valued at 3x salary; Directors 5x retainer; compliance as of Dec 31, 2024: all directors and executive officers in compliance |
| Hedging/Pledging | Prohibited for directors and executive officers by Insider Trading Policy; margin accounts, pledging, short sales, and derivatives restricted; pre-clearance required; 10b5‑1 trades permitted only under approved plans after cooling-off |
Vesting Schedules and Outstanding Equity (McKim)
| Grant Date | Type | Shares | Vesting Schedule | Year-end Market Value ($) |
|---|---|---|---|---|
| 7/1/2021 | Performance shares (earned) | 5,551 | Vests ratably on Jul 1, 2025 and Jul 1, 2026 | 1,277,507 |
| 2/7/2022 | Performance shares (earned) | 7,847 | Vests ratably on Mar 15, 2025, Mar 15, 2026, Mar 15, 2027 | 1,805,909 |
| 2024 Vesting Activity | Stock awards vested | 5,392 shares; value realized $1,103,858 | Vested during 2024 | — |
No stock options have been granted to NEOs for more than ten years (no option exercises) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; compensation set via C&HC Committee; offer letters used for executives upon hiring/role changes |
| Severance (Non-Change-of-Control) | McKim is not a participant in the Key Employee Retention Plan; no base salary severance disclosed for non-COC |
| Change-of-Control | McKim has no right to severance payments in connection with a change in control; equity accelerates only under plan conditions (e.g., if awards not assumed or upon qualifying termination post-COC) |
| Clawback | NYSE-compliant clawback adopted Oct 2, 2023; recoupment of excess incentive compensation for restatements; prior policy also allowed recoupment under misconduct or restrictive covenant breach |
| Potential Payments Illustration (Dec 31, 2024) | MIP cash bonus $1,493,831 under termination scenarios; stock awards value $3,083,416 under COC, death/disability, and dissolution/liquidation (assuming target for unearned portions if not assumed) |
Director & Board Governance
- Board service history: Director since 1980; currently Class II director; Executive Chairman; not independent (employee) .
- Committees: McKim does not serve on Board committees; all standing committees consist solely of independent directors .
- Board leadership structure: Executive Chairman (McKim); Co-CEOs also on Board; Lead Independent Director (Edward G. Galante) presides over executive sessions and coordinates agendas with Chair and Co-CEOs .
- Board attendance: In 2024, Board held six meetings; overall attendance over 95% and at least 75% for each director .
- Director compensation: Employee directors receive no additional compensation for Board service .
Dual-role implications:
- Executive Chairman + CTO + Director creates potential independence concerns; mitigated by an independent Lead Director and independent-only committees, with 10 of 13 directors deemed independent . McKim’s substantial ownership further aligns incentives with shareholders .
Compensation Structure Analysis
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,265,000 | 1,199,998 | 3,758,430 | 17,928 | 6,241,356 |
| 2023 | 991,250 | — | 1,287,386 | 17,928 | 2,296,564 |
| 2024 | 900,000 | — | 1,493,831 | 16,354 | 2,410,185 |
Observations:
- Shift away from annual equity grants in 2023–2024; equity compensation historically present (2022) but omitted in 2023–2024 due to ownership alignment .
- 2024 cash bonus paid at 110.7% factor; emphasizes pay-for-performance linking cash incentives to revenue, Adjusted EBITDA, FCF, and TRIR .
- No option awards, repricing, or tax gross-ups; shareholder-friendly design .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay approval: 95.14% in 2024, indicating strong shareholder support for compensation program .
- Peer group (used for 2024 benchmarking): ABM, Advanced Drainage, Chemed, Darling, Enviri, GFL Environmental, Healthcare Services Group, Huntsman, Iron Mountain, KBR, Quanta, Republic Services, Rollins, Stanley Black & Decker, Stericycle, Tetra Tech, Waste Connections, Waste Management; reassessed in May 2024 adding Ecolab and Chemours and removing EMCOR, Heritage Crystal Clean, Stanley Black & Decker for 2025 benchmarking .
Related Party Transactions
- Family employment: ~$933,000 compensation to William McKim (son; EVP of a subsidiary) and ~$136,000 to Robert P. Smith (son‑in‑law; employed by a subsidiary) in 2024; policy deems certain related transactions pre‑approved and monitored by Audit Committee .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($000s) | 5,409,152 | 5,889,952 |
| Net Income ($000s) | 377,856 | 402,299 |
| Adjusted EBITDA ($000s) | 1,012,570 | 1,116,934 |
| Adjusted Free Cash Flow ($000s) | 321,902 | 357,882 |
| TRIR | 0.63 | 0.65 |
| TSR (fixed $100 from 2020) | 203.46 (2023) | 268.28 (2024) |
- 2024 incentives were adjusted to exclude acquisition/severance/integration impacts for Noble and HEPACO to ensure fairness in performance evaluation .
- Long-term performance share outcomes: 50% of 2024 performance awards earned on Adjusted EBITDA Margin target and began vesting Mar 15, 2025; 2023 awards partially earned at 58.3% for EBITDA Margin threshold; Adjusted ROIC below threshold led to forfeitures .
Expert Qualifications
- Education: MBA (Northeastern); honorary doctorate (Massachusetts Maritime Academy) .
- Industry experience: Over four decades in environmental services leadership .
- Board qualifications emphasize technology, operations, and shareholder alignment through significant personal ownership .
Investment Implications
- Alignment: McKim’s 4.8% beneficial stake and prohibition of hedging/pledging create strong alignment; absence of annual equity grants reduces incremental selling pressure, though annual vesting from historical performance shares led to ~$1.10M vested value in 2024 .
- Incentive quality: Cash MIP tied to revenue, EBITDA, FCF, and TRIR with disciplined thresholds; long‑term incentives emphasize EBITDA margin and ROIC, driving capital efficiency and profitability focus .
- Governance mitigants to dual-role risk: Independent Lead Director with executive sessions and independent-only committees balance McKim’s Executive Chair/CTO influence; 10/13 directors are independent .
- Change‑of‑control economics: No COC severance for McKim; equity acceleration is conditional, limiting windfall risk; NYSE‑compliant clawback adds downside protection for investors .
- Shareholder sentiment: 95%+ Say‑on‑Pay support and transparent adjustments for acquisitions suggest sustained investor confidence in pay-for-performance .
If you want, I can analyze Form 4 insider transactions over the last 24 months to quantify any selling pressure or 10b5‑1 plan activity.