Andrea Robertson
CLEAN HARBORSAbout Andrea Robertson
Andrea Robertson, age 67, has served on Clean Harbors’ Board since 2004 and is currently a Class III director standing for re‑election in 2025. She is a CPA with a BS in Accounting (Merrimack College) and an MBA in Finance/MIS (University of Chicago), and the Board has designated her an “audit committee financial expert.” Her career includes senior finance and treasury roles at MasterCard Worldwide, RR Donnelley & Sons, and IBM, plus early experience at Coopers & Lybrand. She is independent under NYSE rules and sits on the Audit and the Corporate Governance & Sustainability Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterCard Worldwide | Group Executive, Corporate Treasurer | 2003 – Jun 2010 | Led global treasury; deep risk/finance expertise |
| RR Donnelley & Sons | Financial management positions | 1996 – 2003 | Corporate finance leadership |
| IBM | Financial management positions | 1984 – 1996 | Operational and financial roles |
| Coopers & Lybrand | Auditor | 1979 – 1982 | Audit grounding (CPA) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prevent Child Abuse America | Leadership Council member | Not disclosed | Non‑profit governance involvement |
Board Governance
- Independence: The Board determined Robertson is independent; 10 of 13 directors are independent .
- Committees: Audit; Corporate Governance & Sustainability; designated Audit Committee financial expert .
- Committee chair roles: Audit Committee chair rotated from Robertson (2024) to Marcy L. Reed (2025), reflecting periodic chair rotation policy .
- Attendance: Board held six meetings in 2024; overall attendance >95%; at least 75% for each director .
- Audit Committee met six times in 2024 .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Committee assignments | Audit (Chair); Corporate Governance & Sustainability | Audit (member); Corporate Governance & Sustainability |
| Audit Committee meetings | 6 | — |
| Board meetings; attendance | 6; >95% overall; ≥75% each director | — |
| Independence status | Independent | Independent |
Fixed Compensation
Program design (non‑employee director pay):
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $81,000 | $90,000 |
| Lead Director fee | $65,000 | $65,000 |
| Audit Chair fee | $24,000 | $25,000 |
| Comp & Human Capital Chair fee | $15,000 | $20,000 |
| CG&S / EHS / Ad Hoc Cyber Chair fee | $12,000 | $15,000 |
| Meeting fees | None | None |
Andrea Robertson – cash and total compensation:
| Year | Fees Earned (Cash) | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2023 | $91,000 | $166,001 | $257,001 |
| 2024 | $90,000 | $179,656 | $269,656 |
Performance Compensation
Director equity grants (time‑based restricted shares):
| Item | 2023 | 2024 |
|---|---|---|
| Shares granted | 1,148 shares (post‑2023 AGM) | 836 shares (post‑2024 AGM) |
| Grant‑date fair value | ≈$165,000 | ≈$180,000 |
| Vesting | Vests at start of next AGM term if service continues | Vests at start of 2025 AGM if service continues |
| Options | None | None |
No director‑level performance metrics (e.g., EBITDA/ROIC/TSR) apply to director equity; grants are time‑based, reflecting alignment and retention .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Prevent Child Abuse America | Non‑profit | Leadership Council | No CLH competitive/supplier/customer ties disclosed |
No current public company board roles for Robertson are disclosed in the proxy; no related party transactions involving her are reported .
Expertise & Qualifications
- CPA; audit committee financial expert designation .
- Treasury, finance, and risk management leadership (MasterCard Worldwide) .
- Corporate finance and operations background (RR Donnelley & IBM) .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Andrea Robertson | 9,935 | <1% | As of Mar 24, 2025 |
| Unvested restricted shares (as of Dec 31, 2024) | 836 | — | Director annual grant unvested at year‑end |
| Shares outstanding (record date) | 54,202,256 | — | Mar 24, 2025 |
Policies impacting alignment and risk:
- Stock ownership guidelines: directors must hold stock valued at 5x annual cash retainer; all directors/officers were in compliance as of Dec 31, 2024 .
- Insider trading policy prohibits hedging, margin pledging, and short selling by directors/officers .
Governance Assessment
- Board effectiveness: Robertson strengthens oversight through Audit and Corporate Governance & Sustainability committee service; audit financial expert status supports financial reporting integrity .
- Independence and engagement: Independent with committee roles; Board and committees met frequently (Board: 6; Audit: 6 in 2024) and overall attendance exceeded 95% .
- Compensation and alignment: Mix of cash retainer and annual time‑based equity (~$180k grant in 2024) aligns director incentives with shareholder value; no options, pensions, or meeting fees; pay levels adjusted upward YoY, consistent with market benchmarking .
- Other roles/interlocks: Non‑profit governance role only; no public company interlocks or related‑party transactions disclosed for Robertson .
- Shareholder sentiment: Strong say‑on‑pay approval (95.14%) at the May 22, 2024 meeting for 2023 NEO comp suggests investor confidence in CLH’s governance and pay practices .
RED FLAGS
- None disclosed specific to Andrea Robertson: no related‑party transactions, pledging/hedging is prohibited, and independence affirmed .
Signals to monitor
- Chair rotation: transition of Audit Chair from Robertson (2024) to Reed (2025) is consistent with periodic rotation; continue to monitor committee leadership stability and expertise mix .
- Director pay inflation: cash retainer increased from $81k to $90k and chair fees rose YoY; watch for continued escalation relative to responsibilities and market benchmarks .