Edward Galante
CLEAN HARBORSAbout Edward G. Galante
Edward G. Galante, age 74, is Clean Harbors’ Lead Independent Director, serving on the Board since 2010 and elected Lead Director in May 2022. He retired from Exxon Mobil in 2006 after more than 30 years, most recently as Senior Vice President overseeing the global Downstream businesses as well as Public Affairs, Safety, Health and Environmental activities. He holds a BS in civil engineering from Northeastern University and serves as Vice Chairman of Northeastern’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Mobil Corporation | Senior Vice President; Member of Management Committee | Until retirement in 2006 | Led global Downstream (Refining & Supply, Fuels, Lubricants & Specialties, R&E), plus Public Affairs and Safety/Health/Environmental activities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation (NYSE: CE) | Director; Chair of the Board | Current | Board chair responsibilities |
| Marathon Petroleum Corporation (NYSE: MPC) | Director | Current | Chairs Compensation & Organizational Development Committee; member of Sustainability Committee |
| Linde plc (NYSE: LIN) | Director (past 5 years) | Prior service | Chaired Compensation & Executive Development Committee; member of Audit Committee |
| United Way Foundation of Metropolitan Dallas | Director | Current | Philanthropic governance |
| Artis-Naples | Director | Current | Arts organization governance |
Board Governance
- Role: Lead Independent Director since May 2022; presides over executive sessions, serves as contact for independent directors, collaborates with Executive Chairman and Co-CEOs on agendas, and meets with them at least quarterly .
- Committee assignments: As a matter of practice, the Lead Director does not serve on any committees, but is eligible to attend all committee meetings (non-voting unless a member) .
- Independence: Board determined Galante is independent under NYSE rules; 10 of 13 directors are independent .
- Attendance: In 2024, Board held six meetings; overall attendance was over 95%, and each director attended at least 75%; all current directors attended the 2024 annual meeting in person .
- Board/Committee independence and risk oversight: All committees consist solely of independent directors; risk oversight distributed among Audit, C&HC, Corporate Governance & Sustainability, Environmental, Health & Safety, and Ad Hoc Cyber Committees .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 90,000 | Non-employee director retainer |
| Lead Director fee | 65,000 | Additional cash for Lead Director role |
| Committee chair fees | 0 | Not applicable (does not chair any committee at CLH) |
| Meeting fees | 0 | No per-meeting fees; expenses reimbursed |
| Total cash fees (2024) | 155,000 | Sum of retainer + Lead Director fee |
Performance Compensation
| Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| Annual director restricted stock | May 21, 2024 | 836 | 179,656 | Vests at start of 2025 annual meeting, contingent on continued service | Proxy |
| Annual director restricted stock | May 21, 2025 | 789 | — | Director stock award grant at $0 price; post-transaction holdings shown below | SEC EDGAR / IR / Yahoo |
- Director equity awards are time-based only; no performance metrics are applied to non-employee director grants .
Other Directorships & Interlocks
| Company | Relationship to CLH | Potential Interlock/Conflict Considerations |
|---|---|---|
| Celanese (chemicals) | CLH serves industrial/chemical customers | Board states any commercial relationships with entities affiliated with independent directors are below categorical thresholds, arms-length, and not material . |
| Marathon Petroleum (energy refining/marketing) | CLH environmental/safety services to industrial clients | As above; Audit Committee oversees related-party policy and transactions . |
| Linde (industrial gases) | Prior role; CLH industrial service adjacency | No related-party transactions disclosed for Galante; oversight per policy . |
Expertise & Qualifications
- Deep operating and governance expertise from Exxon Mobil leadership in Downstream, public affairs, and SHE functions; seasoned public company board experience across chemicals/energy sectors .
- Lead director experience (executive sessions, agenda setting, independent oversight) adds board process discipline .
- Educational background in civil engineering; longstanding university trustee leadership (Northeastern) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of March 24, 2025) | 24,020 shares | “Less than 1%” of class as per table |
| Shares outstanding (record date) | 54,202,256 | For % context |
| Unvested restricted shares (as of Dec 31, 2024) | 836 | From 2024 annual director grant |
| Holdings after 2025 grant (indicative) | 24,809 shares | Reported post-transaction holdings around May 21, 2025 |
| Hedging/Pledging | Prohibited for directors/officers under insider trading policy | No pledging permitted; short sales prohibited |
| Ownership guidelines | Directors: 5x annual cash retainers; all directors and officers in compliance as of Dec 31, 2024 | Alignment policy and status |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| May 21, 2025 | Stock Award (Grant) | 789 | 0.00 | 24,809 | SEC EDGAR / CLH IR / Yahoo |
| May 21, 2024 | Stock Award (Grant) | 836 | 0.00 | — | Proxy shows grant size/valuation ; CLH IR Form 4 confirming grant |
Governance Assessment
- Independence and role: As Lead Independent Director, Galante strengthens board process and independent oversight (executive sessions, agenda control), improving investor confidence in governance .
- Engagement/attendance: Board attendance was robust (>95% overall; ≥75% for each director; full director attendance at 2024 annual meeting), supporting board effectiveness .
- Compensation alignment: Director pay mix is balanced—cash retainer + Lead Director fee ($155,000) and annual restricted stock ($179,656 fair value), with vesting tied to continued service, aligning with shareholder interests without performance metric gaming for director compensation .
- Ownership/skin-in-the-game: Material personal stake (24,020 shares at record date; increased to ~24,809 after 2025 grant), compliance with stock ownership guidelines, and prohibition of hedging/pledging reinforce alignment and risk control .
- Conflicts/related parties: No related-party transactions disclosed involving Galante; Board/Audit Committee policies indicate any relationships with entities affiliated with independent directors were arms-length, below thresholds, and not material, mitigating conflict risk .
- Shareholder sentiment: Strong say‑on‑pay support (95.14% approval at May 22, 2024 meeting) signals broad investor confidence in executive compensation governance under a board/committee framework Galante supports as Lead Director .
RED FLAGS: None disclosed for Galante on related-party transactions, hedging/pledging, or attendance. Time commitments appear within Board guidelines (limit on outside boards), and Board confirms independence status and categorical standards compliance .