Alison Quirk
CLEAN HARBORSAbout Alison Quirk
Alison A. Quirk, age 63, is an independent Class I director of Clean Harbors (CLH) since 2022. She is former EVP, Chief Human Resources and Citizenship Officer at State Street (15 years through 2017) with two decades of prior HR/business planning roles at FleetBoston Financial, Liberty Financial Companies, and Boston Financial Data Services . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | EVP, Chief Human Resources and Citizenship Officer | 2002–2017 | Member of senior-most strategy/policy group; led global HR/citizenship (500+ team) |
| FleetBoston Financial | HR/Business Planning roles | Not disclosed | Not disclosed |
| Liberty Financial Companies | HR/Business Planning roles | Not disclosed | Not disclosed |
| Boston Financial Data Services | HR/Business Planning roles | Not disclosed | Not disclosed |
External Roles
| Company/Organization | Role | Tenure | Committees |
|---|---|---|---|
| Janus Henderson Group plc (JHG) | Independent Non-Executive Director | Since Nov 2022 | Chair, Human Capital & Compensation; Member, Risk |
| Wynn Resorts, Limited | Member, Independent Compliance Committee | 2021–2024 | Compliance oversight (anti-corruption/AML program governance) |
| Legg Mason (prior public board) | Director | 2017–2020 | Chair, Compensation; Member, Finance; Nominating & Governance; special committee overseeing sale to Franklin Templeton |
| Embrace Boston (non-profit) | Board/member committees | Current | Executive & program committees; chairs compensation committee |
Board Governance
- Committees at CLH: Chair, Compensation & Human Capital (C&HC); Member, Corporate Governance & Sustainability .
- Independence: Determined independent by the Board; 10 of 13 directors independent .
- Attendance/engagement: Board held 6 meetings in 2024; overall attendance >95% and at least 75% for each director; all directors attended the 2024 annual meeting .
- Committee cadence: C&HC met 5 times in 2024; Corporate Governance & Sustainability met 4 times .
- Board service limits: Max four public boards for non-CEOs; Quirk serves on two (CLH, JHG), within guidelines .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director retainer (2024) |
| Chair fee – C&HC Committee | $20,000 | Additional annual cash for committee chair |
| Meeting fees | $0 | No meeting attendance fees; expenses reimbursed |
| Quirk 2024 cash fees paid | $110,000 | Reflects retainer + chair fee |
| Equity Component | Grant | Grant-Date Value | Vesting |
|---|---|---|---|
| Annual director RSUs | 836 shares (May 21, 2024) | $179,656 | Vests at start of 2025 annual meeting (continued service) |
| Options | None | — | No stock options granted/held |
Total 2024 Director Compensation (Quirk): $289,656 = $110,000 cash + $179,656 stock .
Performance Compensation (Oversight Focus via C&HC Chair)
Executive incentive structure overseen by Quirk’s C&HC committee:
- Annual cash (MIP) metrics: Revenue (20%), Adjusted EBITDA (40%), Adjusted Free Cash Flow (20%), TRIR (20%) with threshold/target/maximum levels .
- 2024 achievement/payout factors: 110.7% for Co-CEOs/McKim; 108.2% for other NEOs .
- Long-term PSUs: Performance shares tied to Adjusted EBITDA Margin and Adjusted ROIC (50%/50% weighting); 2024 awards have threshold (50% payout) and target (100% payout) levels; early earning possible if 2024 target met . In March 2025, EBITDA Margin met target → 50% of 2024 PSUs earned; ROIC pending 2025; parts of 2023 PSU tranches earned at 58.3% (EBITDA Margin), ROIC tranche forfeited .
| 2024 MIP Metric | Weight | Threshold | Target | Maximum | 2024 Results | Perf. Factor (Co-CEO/McKim) | Perf. Factor (Other NEOs) |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 20% | 5,117 | 5,685 | 6,524 | 5,551.8 | 19.5% | 19.5% |
| Adjusted EBITDA ($mm) | 40% | 1,045 | 1,100 | 1,155 | 1,090.0 | 39.0% | 39.0% |
| Adjusted Free Cash Flow ($mm) | 20% | 347 | 385 | 424 | 393.5 | 22.2% | 21.7% |
| TRIR (Safety) | 20% | N/A | 0.62 | 0.61 | 0.61 | 30.0% | 28.0% |
| Total Performance Factor | — | — | — | — | — | 110.7% | 108.2% |
| 2024 PSU Metrics | Threshold | Target | Status |
|---|---|---|---|
| Adjusted EBITDA Margin (%) | 19.4 | 19.5 | Target met for 2024; 50% of 2024 PSUs earned, vesting 2025–2029 |
| Adjusted ROIC (%) | 12.2 | 12.9 | Not met in 2024; remains eligible based on 2025 results |
Governance safeguards: No executive tax gross-ups; NYSE/SEC-compliant clawback policy (effective Oct 2023) covering 3-year lookback for restatements .
Other Directorships & Interlocks
- C&HC interlocks: No member (including Quirk) served as CLH officer/employee or had Item 404 relationships in the last fiscal year .
- Board service limit compliance: CLH policy allows up to 4 boards for non-CEOs; Quirk holds 2 public boards (CLH, JHG) .
Expertise & Qualifications
- Human capital and compensation leadership; board-level strategy/M&A experience from State Street and prior public board roles (Legg Mason, Wynn compliance) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 24, 2025) | 3,082 CLH shares (<1% of class) |
| Unvested director RSUs (Dec 31, 2024) | 836 shares outstanding for each non-employee director |
| Director stock ownership guideline | Hold stock valued at 5× annual cash retainer |
| Compliance status (Dec 31, 2024) | All directors/officers in compliance with ownership guidelines |
| Hedging/pledging | Prohibited for directors/executives under Insider Trading Policy |
Governance Assessment
- Board effectiveness: As C&HC Chair, Quirk led pay-for-performance oversight, including clear annual and long-term metrics and disciplined payouts, supporting alignment with shareholder value .
- Independence/attendance: Independent, engaged committee cadence; Board attendance strong in 2024 (>95% overall) .
- Ownership alignment: Equity retainer grants; robust stock ownership guidelines; no hedging/pledging allowed; directors in compliance as of YE 2024 .
- Say-on-pay support: 95.14% approval in 2024 for 2023 executive compensation, signaling investor confidence in compensation oversight .
- Potential conflicts: CLH disclosed related-party employment for founder’s family ($933k son; $136k son-in-law in 2024) under pre-approved policy; C&HC members (including Quirk) had no Item 404 relationships; monitor optics though immaterial to Quirk .
- RED FLAGS: None identified specific to Quirk. Company-wide related-party employment of founder’s family merits ongoing oversight; staggered board persists (continuity vs entrenchment trade-off) .
Overall, Quirk’s HR/compensation expertise and independent leadership of the C&HC are positives for governance quality, with strong pay discipline, ownership alignment, and high say-on-pay support, and no direct conflicts or attendance concerns evidenced .