Brian Weber

About Brian P. Weber

Executive Vice President and President, Safety‑Kleen Sustainability Solutions (SKSS) since March 31, 2023; previously EVP, Corporate Planning & Development (2010–2023). Joined Clean Harbors in 1990 after earlier leadership roles across Transportation, Strategic Initiatives, Central Services, and Technical Services; BS in Business Management from Westfield State College. As context on performance during and preceding his SKSS leadership, Clean Harbors reported 2023 TSR of 203.46 (vs peer group 172.43), Net Income of $377.9M, and Adjusted EBITDA of $1,012.6M, with 2024 MIP results reflecting revenue of $5.552B, Adjusted EBITDA of $1.090B, Adjusted FCF of $393.5M, TRIR 0.61, and aggregate NEO performance factor of 108.2% . Age disclosure: 54 as of February 28, 2022 (from 2022 proxy) .

Past Roles

External Roles

No external public company directorships or board committee roles for Mr. Weber are disclosed in the 2024 or 2025 DEF 14A filings .

Fixed Compensation

Base salary (year-end rate) and salary paid:

Non-equity (cash) incentive and totals:

Notes:

• 2023 base salary increased upon appointment as SKSS President (Mar 31, 2023) .
• 2023 MIP payouts for other NEOs (including Weber) were 79.9% of target for the Annual MIP plus SEIP achievement of 74–94%; Mr. Weber’s total MIP cash paid was $564,582 .

Performance Compensation

Short‑term incentives (MIP):

• 2023 program: Company‑wide metrics were revenue, Adjusted EBITDA, Adjusted FCF, and TRIR; after adjustments, results were revenue $5,329.2M, Adjusted EBITDA $1,003.6M, Adjusted FCF $319.0M, TRIR 0.63; Annual MIP payouts approved at 79.9% of target for other NEOs; Mr. Weber’s total MIP paid was $564,582 (includes SEIP) .
• 2024 program design (for reference): Weightings and targets set on Jan 23, 2024; Revenue 20% (Target $5,685M), Adjusted EBITDA 40% (Target $1,100M), Adjusted FCF 20% (Target $385M), TRIR 20% (Target 0.62). 2024 actuals: Revenue $5,551.8M, Adjusted EBITDA $1,090.0M, Adjusted FCF $393.5M, TRIR 0.61; performance factor 108.2% for NEOs .

2023 MIP target opportunities (Plan‑Based Awards):

Long‑term incentives (equity):

• 2023 performance shares (PSUs): 50/50 weighting on Adjusted EBITDA Margin (Target 20.3%, Threshold 19.7%) and Adjusted ROIC (Target 14.6%, Threshold 13.6%); earned only upon meeting performance; vest ratably upon achievement as described below . On Mar 8, 2024, the Committee determined 2023 target levels were not met, so no 2023 PSUs were earned based on 2023 performance; awards remained eligible based on 2024 results . In 2024, 29% of 2023 PSUs for NEOs were earned (due to 2024 performance) .
• 2023 PSU grant sizing: Threshold 2,889 shares; Target 5,777 shares; Maximum 5,777 shares (as presented) .
• 2023 time‑based RSUs: 1,926 shares (grant‑date fair value $251,516); vest 60% on Feb 1, 2026 and 20% on each of Feb 1, 2027 and Feb 1, 2028 .
• 2023 appointment/time‑based RSUs: 5,000 shares (grant‑date fair value $652,950) vesting in equal annual installments over three years (begins Feb 1, 2024) .
• Options: Company has not granted stock options to NEOs for more than ten years .

Key PSU structures and outcomes:

Equity Ownership & Alignment

Beneficial ownership snapshots:

Unvested awards snapshot (as of Dec 31, 2023; market value at $174.51 close):

Alignment policies and risk controls:

• Stock ownership guidelines: NEOs (other than Co‑CEOs) must hold stock valued at 3× base salary; as of Dec 31, 2024 all directors and executive officers were in compliance .
• Insider trading policy prohibits hedging, short sales, holding in margin accounts, or pledging company securities as collateral .
• Company has not granted stock options in more than ten years (reduces option‑driven leverage) .

Employment Terms

• No term employment agreements for executive officers; offer letters used for initial hiring or role changes .
• Key Employee Retention Plan (KERP) for senior management (ex‑McKim): upon termination without Cause and not related to Change of Control (CoC), eligible for one year base salary and benefits for up to 12 months, plus up to $15,000 outplacement, subject to signing severance and confidentiality/non‑compete agreements .
• Change‑of‑control: Double‑trigger for cash severance and equity acceleration; under the 2020 Stock Incentive Plan, equity accelerates only if involuntary termination within one year post‑CoC or if awards are not assumed/substituted; McKim has no CoC severance; no tax gross‑ups .

Potential payments upon hypothetical events (values as of Dec 31, 2023):

Investment Implications

• Pay mix is meaningfully at‑risk and tied to operating economics (Adjusted EBITDA Margin, ROIC) rather than TSR; 2023 PSUs were not earned on 2023 results, though 29% of 2023 PSUs earned on 2024 results, indicating discipline in long‑term performance awards and potential upside realization when multi‑year targets are met .
• Near‑term vesting cadence: 3‑year appointment RSUs (2024–2026) and multiple legacy/time‑based grants (notably a 60% cliff on Feb 1, 2026) create identifiable vesting windows; while the insider policy prohibits pledging/hedging and ownership guidelines apply, these dates may still represent potential selling pressure windows if liquidity is needed for tax or diversification .
• Alignment and governance mitigate red flags: hedging/pledging prohibited; no option repricing history; no tax gross‑ups; double‑trigger CoC; high say‑on‑pay support (95.14% in 2024) all point to shareholder‑friendly constructs reducing governance risk .
• Retention risk appears managed: KERP severance economics (one‑year salary/benefits for non‑CoC separations) plus multi‑year vesting schedules support retention without excessive guarantees; lack of term employment agreement preserves flexibility .
• Ownership: Mr. Weber’s beneficial holdings in the ~70–73K share range alongside compliance with ownership guidelines provide “skin‑in‑the‑game,” though ownership percentage remains well under 1% given the float size .