Eric Dugas
CLEAN HARBORSAbout Eric Dugas
Eric J. Dugas (age 47) is Executive Vice President and Chief Financial Officer of Clean Harbors, appointed March 31, 2023; he previously served as Senior Vice President, Finance and Chief Accounting Officer since January 2016 and joined the company in March 2014 after 13 years at Deloitte, including a national office assignment. He holds a BS in Accounting from Boston College, is a CPA, and completed Harvard Business School’s AMP in 2019 . In 2024, Clean Harbors delivered revenue of $5.89B vs. $5.41B in 2023, Adjusted EBITDA of $1.117B vs. $1.013B, and net income of $402.3M vs. $377.9M; TSR since 1/2/2020 reached $268.28 versus peer group $191.06, contextualizing pay-for-performance under his finance leadership framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Harbors | EVP & CFO | 2023–present | Principal financial officer; continues as principal accounting officer . |
| Clean Harbors | SVP, Finance & Chief Accounting Officer | 2016–2023 | Led accounting/controls; progressed to CFO; principal accounting officer . |
| Clean Harbors | Director, External Reporting & Technical Accounting | 2014–2016 | SEC reporting, accounting policy, technical GAAP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit (incl. national office) | 13 years | Audit leadership and accounting research; foundation for CFO role . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,000 | $425,000 |
| Target Annual MIP (% of salary) | 50% | 50% |
| Target SEIP (% of salary) | 80% | 80% |
| Actual MIP Paid ($) | $480,571 | $229,963 (based on 108.2% performance factor) |
| Actual SEIP Paid ($) | — | $359,550 (84.6% of salary) |
Performance Compensation
2024 Annual MIP (Company metrics and achievement)
| Metric | Weight | Threshold | Target | Max | 2024 Actual | NEO Performance Factor |
|---|---|---|---|---|---|---|
| Revenue ($B) | 20% | 5.117 | 5.685 | 6.524 | 5.552 | 19.5% |
| Adjusted EBITDA ($B) | 40% | 1.045 | 1.100 | 1.155 | 1.090 | 39.0% |
| Adjusted FCF ($B) | 20% | 0.347 | 0.385 | 0.424 | 0.394 | 21.7% |
| TRIR (safety) | 20% | — | 0.62 | 0.61 | 0.61 | 28.0% |
| Total Performance Factor | — | — | — | — | — | 108.2% |
Notes:
- Committee adjusted results for 2024 acquisitions (Noble and Hepaco) per Appendix B methodology .
- Dugas’s 2024 individual SEIP goals paid at 84.6% of salary; company-wide MIP factor for NEOs was 108.2% .
Individual 2024 Payouts
| Component | Target (% of salary) | Performance Factor | Payout ($) |
|---|---|---|---|
| Annual MIP | 50% | 108.2% | $229,963 |
| SEIP | 80% | 84.6% | $359,550 |
Long-Term Equity (structure, metrics, results)
| Grant | Type | Date | Shares | Metric(s) | Targets | 2024 Result | Earned | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2024 LTIP | Performance shares | 2/1/2024 | 2,648 | Adj. EBITDA Margin (50%); Adj. ROIC (50%) | Margin: 19.5% tgt; ROIC: 12.9% tgt | 2024 Margin met target | 50% earned (1,324 sh) | 5 equal annual installments 3/15/2025–3/15/2029 (earned portion) |
| 2024 LTIP | Time-based RSU | 2/1/2024 | 722 | Time vesting | — | — | — | 60% on 2/1/2027; 20% on 2/1/2028; 20% on 2/1/2029 |
| 2023 LTIP | Performance shares | 2/1/2023 | 1,193 (earned outstanding at 12/31/24) | Margin; ROIC | Margin: 19.7% thr/20.3% tgt; ROIC: 13.6% thr/14.6% tgt | 2024 Margin above threshold; ROIC below thr | 58.3% of Margin-linked portion earned; ROIC forfeited | Earned portion vests annually 3/15/2025–3/15/2028 |
Other program design:
- No stock options have been granted for more than ten years .
- 2025 performance awards (company-wide) will be earned based on 2026 Adjusted EBITDA and Adjusted EBITDA Margin with threshold/target/maximum paying 50%/100%/200%, vesting 50% on 3/15/2027 and 50% on 3/15/2028 (Dugas participates as NEO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 20,707 shares; <1% of shares outstanding . |
| 2024 stock vested (liquidity event) | 5,163 shares vested in 2024; value realized $1,100,548 . |
| Unvested awards (selected) at 12/31/2024 | Time-based: 343 (7/1/2020), 395 (7/1/2021), 1,005 (2/7/2022), 1,667 (6/1/2022), 1,116 (2/1/2023), 722 (2/1/2024) . Performance-based earned and vesting: 1,448 (7/1/2021), 2,211 (2/7/2022), 1,193 (2/1/2023), 1,324 (2024 portion earned) with schedules as noted above . |
| Stock ownership guidelines | NEOs must hold stock valued at 3x base salary; all directors and executive officers were in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited: no hedging, no short sales, no margin accounts, no pledging for directors/executive officers . |
| Options | None outstanding or granted in >10 years . |
Employment Terms
- Employment agreements: None; compensation set via annual programs and offer letters .
- Severance (non–change-in-control): Under the Key Employee Retention Plan (applies to NEOs other than Co-CEOs/CTO), upon termination other than death, disability, or cause, continued base salary for 12 months, continued benefits up to 12 months, and up to $15,000 in outplacement (subject to signing severance and confidentiality/non-compete agreements) .
- Change of control (double trigger): If position not equal post-CoC or termination without cause/for good reason within one year, same severance benefits as above paid in a lump sum .
- Equity treatment (2020 Plan): If awards are not assumed/substituted, options/SARs vest (prorated for <1 year grants); performance awards deem target for unassumed awards; for assumed awards, full vesting if terminated by acquirer without cause or by participant for good reason within 24 months post-transaction .
- Clawback: NYSE/SEC-compliant policy; recoupment of excess incentive compensation for accounting restatements within prior 3 years; legacy policy applies to pre-8/30/2023 awards .
- Tax gross-ups: None provided to executive officers .
Multi-Year Compensation (Summary)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $399,750 | $425,000 |
| Stock Awards ($) | $145,738 | $353,181 |
| Non-Equity Incentive Comp ($) | $480,571 | $589,513 |
| All Other Compensation ($) | $4,560 | $7,658 |
| Total ($) | $1,030,619 | $1,375,352 |
Company Performance Context (for pay-for-performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($000) | 5,409,152 | 5,889,952 |
| Net Income ($000) | 377,856 | 402,299 |
| Adjusted EBITDA ($000) | 1,012,570 | 1,116,934 |
| Adjusted FCF ($000) | 321,902 | 357,882 |
| TRIR | 0.63 | 0.65 |
| TSR (Value of $100 since 1/2/2020) | $203.46 | $268.28 |
| Peer Group TSR | $162.24 | $191.06 |
Compensation Structure Analysis (governance and alignment signals)
- Strong shareholder support: 95.14% Say-on-Pay approval at 2024 annual meeting, and continued emphasis on pay-for-performance (cash tied to revenue, Adjusted EBITDA, Adjusted FCF, TRIR; equity tied to Adjusted EBITDA Margin and ROIC) .
- Mix shifts: Company increased performance-conditioned equity weighting for Co-CEOs in 2025; for NEOs like Dugas, annual equity is a mix of performance shares and time-based RSUs, with majority of total comp at risk .
- No options, no repricing risk; hedging/pledging prohibited; NYSE/SEC clawback in force; no tax gross-ups .
- Compensation peer group reviewed with updates in 2024/2025; benchmarking used for context (not targeted to a percentile); 2024 peer group approximated 44th percentile by revenue and market cap at time of selection; 2025 additions: Ecolab and Chemours; removals: EMCOR, Heritage Crystal Clean, Stanley Black & Decker .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risk .
- Double-trigger equity vesting and severance in CoC scenarios; avoids windfalls absent job loss/role diminution .
- Clawback compliant with NYSE/SEC rules .
- Related-party transactions disclosed relate to McKim family employment; no disclosures specific to Dugas .
- No stock options issued for over a decade; minimizes repricing risk .
Equity Ownership & Vesting Schedules (detail)
| Grant Date | Type | Shares | Status/Vesting |
|---|---|---|---|
| 2/1/2024 | Time-based RSU | 722 | 60% on 2/1/2027; 20% on 2/1/2028; 20% on 2/1/2029 |
| 2/1/2024 | Performance shares | 2,648 | 50% earned on 2024 Margin; earned shares vest annually 3/15/2025–3/15/2029; remaining eligible on 2025 ROIC |
| 2/1/2023 | Time-based RSU | 1,116 | 60/20/20 schedule per plan; outstanding at 12/31/2024 |
| 2/1/2023 | Performance shares | 1,193 (earned outstanding) | Earned portion vests 3/15/2025–3/15/2028; ROIC portion forfeited |
| 6/1/2022 | Time-based RSU | 1,667 | Vests ratably over 3 years (annual) |
| 2/7/2022 | Time-based RSU | 1,005 | 60/20/20 schedule outstanding |
| 2/7/2022 | Performance shares | 2,211 (earned outstanding) | Vests ratably 3/15/2025–3/15/2027 |
| 7/1/2021 | Time-based RSU | 395 | 60/20/20 schedule outstanding |
| 7/1/2021 | Performance shares | 1,448 (earned outstanding) | Vests 7/1/2025 and 7/1/2026 |
| 7/1/2020 | Time-based RSU | 343 | 60/20/20 schedule outstanding |
Say-on-Pay & Shareholder Feedback
- 95.14% approval on Say-on-Pay (2024 meeting), with committee maintaining emphasis on distinct short-term (revenue, Adjusted EBITDA, Adjusted FCF, TRIR) vs long-term (Adjusted EBITDA Margin, ROIC) metrics and eliminating metric overlap .
Investment Implications
- Alignment: Dugas’s pay is heavily at-risk and tied to revenue, EBITDA, FCF, safety (TRIR), and multi-year EBITDA margin/ROIC, with ownership guidelines at 3x salary and no hedging/pledging—reinforcing shareholder alignment and risk controls .
- Retention and selling pressure: Multi-year PSU/RSU vesting creates recurring liquidity windows (notably each March 15 and February 1 in 2025–2029), and 5,163 shares vested in 2024; watch for 10b5‑1 plans and vest-date seasonality near these dates for potential trading flow signals .
- Change-in-control economics: Double-trigger severance (12 months pay/benefits under KERP for NEOs) and equity acceleration only upon non-assumption or post-CoC termination (good governance), while MIP provides a mid-point payout if CoC occurs mid-year—netting moderate, not excessive, CoC protections .
- Pay-for-performance durability: Strong Say-on-Pay support (95.14%) and TSR outperformance vs. peers since 2020, alongside 2024 growth in revenue and Adjusted EBITDA, suggest continued investor tolerance for at-risk comp constructs if execution remains on plan .