Eric Gerstenberg

About Eric Gerstenberg

Eric W. Gerstenberg (age 56) is Co-Chief Executive Officer and Co-President of Clean Harbors, Inc. (CLH), appointed March 31, 2023; he joined the Board as a Class III director on August 29, 2024 and does not serve on Board committees . He started at Clean Harbors in 1989, held operational leadership roles, served as COO from January 2015, and previously was Vice President of Operations at Pollution Control Industries (1997–1999); he holds a BS in Engineering from Syracuse University and completed Harvard Business School’s AMP in 2017 . Company performance in 2024: revenue $5,889.9 million, net income $402.3 million, adjusted EBITDA $1,116.9 million, cash from operations $777.8 million, adjusted FCF $357.9 million, TRIR 0.65 . Say-on-pay support in 2024 was 95.14% of votes cast, and CLH emphasizes pay-for-performance across base, annual cash incentives, and long-term equity incentives .

Past Roles

External Roles

No external public company directorships or committee roles for Mr. Gerstenberg were disclosed in CLH’s filings .

Fixed Compensation

Performance Compensation

Annual MIP (Company-wide metrics and payout)

Notes: Co-CEO payout mechanics are 50% at threshold, 100% at target, 150% at maximum for financial metrics; TRIR does not pay under target . C&HC adjusted results for M&A (Noble, Hepaco) when assessing achievement .

Long-Term Incentives (Performance Shares)

2025 Awards: earned on 2026 Adjusted EBITDA and Adjusted EBITDA margin (each 50%), with 50%/100%/200% payouts at threshold/target/maximum; if earned, vest 50% Mar 15, 2027 and 50% Mar 15, 2028 .

Long-Term Incentives (Time-Based Shares)

Company has not granted stock options in over 10 years; repricing is not practiced .

Equity Ownership & Alignment

Option awards: none outstanding/granted to NEOs during the period .

Employment Terms

• No term employment contract; compensation via MIP and equity plans with offer letter terms for role changes .
• Severance (non‑CIC): Co-CEOs receive 24 months base salary plus average of last two annual cash bonuses over 24 months; continued benefits up to 24 months; requires severance and confidentiality/non-competition agreement .
• Change-in-control (double trigger): Severance paid in lump sum if not offered an equal position or terminated/role diminished within one year; MIP pro‑rata payout at mid‑point if CIC occurs during year; accelerated equity vesting if awards not assumed/substituted or upon qualifying termination within 24 months post‑CIC; performance awards deemed at target for determining vesting if not assumed .
• Clawback: NYSE/SEC 10D-compliant policy effective Oct 2, 2023 allows recovery of excess incentive compensation over 3 prior fiscal years in case of restatement; prior policy covers misconduct and restrictive covenant violations; equity plan subjects awards to clawbacks .
• Tax gross-ups: Not provided to executive officers .

Board Governance

• Board service history: Elected as Class III director August 29, 2024; standing for re‑election at 2025 annual meeting; no committee memberships as an executive director .
• Independence: Not independent (employee); Board has Lead Independent Director and all committees comprised solely of independent directors .
• Attendance: Board held six meetings in 2024; overall attendance over 95%; each director at least 75% .
• Director compensation: Employee directors receive no additional pay for Board service; non‑employee director retainers and equity detailed separately .
• Governance structure: Staggered board; Lead Independent Director presides over executive sessions and coordinates agendas; executive directors do not serve on committees .

Compensation & Incentives (Multi-year summary for Eric W. Gerstenberg)

Performance Plan Mechanics (2024)

Performance & Track Record

C&HC Committee reported solid operational execution in 2024 amid two acquisitions (Noble, Hepaco) and commissioning a new Kimball, Nebraska incinerator in December 2024; incentive assessments adjusted for acquisitions in line with prior practice .

Compensation Committee Analysis

• Composition: Independent directors Alison A. Quirk (Chair), John T. Preston, Lauren C. States, John R. Welch, Robert J. Willett; CD&A reviewed and recommended by the committee .
• Consultant: Meridian Compensation Partners engaged for executive and director compensation benchmarking; independence affirmed; peer group set and updated in 2024/2025 .
• Peer group (2024 benchmarking): Includes ABM, Advanced Drainage, Chemed, Darling Ingredients, EMCOR, Enviri, GFL, Healthcare Services Group, Huntsman, Iron Mountain, KBR, Quanta Services, Republic Services, Rollins, Stanley Black & Decker, Stericycle, Tetra Tech, Waste Connections, Waste Management; approximated 44th percentile for revenue and market cap at selection; peer group refreshed in May 2024 (added Ecolab, Chemours; removed EMCOR, Heritage Crystal Clean, Stanley Black & Decker) for 2025 benchmarking .

Equity Ownership & Insider Selling Pressure Indicators

• Significant scheduled vesting of time-based and earned performance shares for Mr. Gerstenberg from 2025 through 2029 (dates detailed above), which often leads to net share withholding for taxes; CLH disclosed withholding of employee shares to satisfy tax obligations upon vesting in Q3 2025 in repurchase tables (company-level disclosure) .
• Insider Trading Policy prohibits hedging, pledging, margin accounts, and short sales for directors and executive officers, reducing misalignment risks .
• Stock ownership guidelines require substantial holdings; all executives/directors were in compliance as of year-end 2024 .

Related Party Transactions and Red Flags

• Audit Committee oversees related party transactions under a formal policy; 2024 disclosures note compensation for relatives of Executive Chairman (not related to Mr. Gerstenberg) within pre-approved categories; no other related party transactions requiring disclosure since Jan 1, 2024 .
• No stock option repricing; no tax gross-ups; Clawback policy aligned with SEC/NYSE rules .

Say-on-Pay & Shareholder Feedback

• Say-on-pay approval: 95.14% in 2024, with continued emphasis on tactical metrics for short-term bonuses and strategic metrics for long-term performance shares (e.g., adjusted EBITDA margin, ROIC) .

Board Service and Dual-Role Implications

• As Co-CEO and director, Mr. Gerstenberg is not independent; Board maintains governance counterbalances: Lead Independent Director, all-independent committees, executive directors excluded from committee service .
• Board attendance strong (over 95% overall in 2024) and executive sessions led by the Lead Independent Director support oversight quality .

Investment Implications

• Alignment: High equity mix with multi-year vesting and performance-conditioned awards (EBITDA margin/ROIC), plus strict anti-hedging/pledging and robust ownership guidelines; this supports long-term alignment and reduces misalignment risk .
• Retention: Double-trigger CIC protection and 24-month severance for Co-CEOs, combined with substantial unvested equity through 2029, suggest moderate retention risk mitigation; watch for large scheduled vesting tranches that may drive net share withholding activity around vest dates .
• Pay for performance: 2024 Co-CEO cash incentive factor at 110.7% and partial performance share earn-out indicate balanced incentive outcomes tied to EBITDA margin while ROIC hurdles remain challenging; 2025 awards further increase performance weighting for Co-CEOs, signaling confidence and higher at-risk pay .
• Governance: Dual-role is offset by independent leadership structures and committees; continued high say-on-pay support (95.14%) suggests investor acceptance of compensation design .