George Curtis
CLEAN HARBORSAbout George Curtis
George L. Curtis, 66, is Executive Vice President, Pricing & Proposals at Clean Harbors. He has held this role since 2009, joined the company in 1980, and previously served as Senior Vice President of Pricing & Proposals and Vice President of Marketing. He holds a BA in Biology from Columbia University and an MBA from Northeastern University . Company performance context: 2024 revenue was $5,889,952K vs. $5,409,152K in 2023, Adjusted EBITDA was $1,116,934K vs. $1,012,570K, Adjusted Free Cash Flow was $357,882K vs. $321,902K, and TRIR was 0.65 vs. 0.63; Clean Harbors’ TSR since Jan 2020 translated $100 into $268.28 as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clean Harbors | EVP, Pricing & Proposals | 2009–present | Leads enterprise pricing/proposal discipline; critical lever for revenue quality and margin capture . |
| Clean Harbors | SVP, Pricing & Proposals | Not disclosed (pre-2009) | Built pricing infrastructure and processes . |
| Clean Harbors | VP, Marketing | Not disclosed (pre-2009) | Commercial strategy and positioning in environmental services . |
| Clean Harbors | Joined the Company | 1980–present | Multi-decade operator with institutional knowledge . |
External Roles
- None disclosed for Curtis in company filings reviewed .
Fixed Compensation
| Aspect | Disclosure |
|---|---|
| Base salary | Not individually disclosed; Curtis was not a Named Executive Officer (NEO) in 2024, so his pay is not in the Summary Compensation Table . |
| Typical setting for senior execs | Salaries for senior executives are reviewed/approved by the Compensation & Human Capital Committee (C&HC) in line with peer benchmarking; framework applies company‑wide even if individual amounts are not disclosed . |
Performance Compensation
Clean Harbors emphasizes pay-for-performance for senior management via an annual cash plan (MIP) and long-term equity (performance-based and time-based shares). The C&HC Committee administers senior management cash and equity programs .
-
Annual cash incentive metrics and calibration (company-wide): | Metric | Weight | Threshold | Target | Maximum | |---|---:|---:|---:|---:| | Revenue ($K) | 20% | 5,117 | 5,685 | 6,524 | | Adjusted EBITDA ($K) | 40% | 1,045 | 1,100 | 1,155 | | Adjusted Free Cash Flow ($K) | 20% | 347 | 385 | 424 | | TRIR | 20% | N/A | 0.62 | 0.61 |
-
2024 achievement used for bonus determination (context for senior management): | Metric | 2024 adjusted result | Performance factor (Co-CEOs/McKim) | Performance factor (other NEOs) | |---|---:|---:|---:| | Revenue ($MM) | 5,551.8 | 19.5% | 19.5% | | Adjusted EBITDA ($MM) | 1,090.0 | 39.0% | 39.0% | | Adjusted Free Cash Flow ($MM) | 393.5 | 22.2% | 21.7% | | TRIR | 0.61 | 30.0% | 28.0% | | Total factor | — | 110.7% | 108.2% |
-
Long-term incentives – performance share structure (plan design): | Metric | Threshold | Target | Notes | |---|---:|---:|---| | Adjusted EBITDA Margin (2024 awards) | 19.4% | 19.5% | Earned shares vest in equal annual tranches; early earn possible on 2024 results; 50% of 2024 awards were earned based on 2024 margin, with remaining eligible on 2025 ROIC performance . | | Adjusted ROIC (2024 awards) | 12.2% | 12.9% | ROIC portion remained eligible on 2025 performance; 2023 awards had higher thresholds and partial earning on 2024 margin; ROIC tranches forfeited where below threshold . | | 2025 awards metrics | — | — | Will be earned on 2026 Adjusted EBITDA and Adjusted EBITDA Margin with threshold/target/max (50%/100%/200%) and two-year vesting post-earn . |
-
Time-based equity vesting (plan design examples): Five-year annual vesting for co-CEOs; other senior exec grants often vest 60% at year 3 and 20% at years 4 and 5; select grants may be 3-year ratable vesting for new hires or market adjustments .
Note: Curtis’s individual targets, awards, or payouts were not disclosed (non‑NEO); tables above show plan mechanics and company results that govern senior management incentives .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guidelines | Co‑CEOs: 6x salary; NEOs (other than Co‑CEOs): 3x salary; other executive officers: 2x salary. As of 12/31/2024, all directors and executive officers were in compliance . |
| Hedging/pledging | Directors and executive officers are prohibited from hedging Clean Harbors stock and from holding in margin accounts or pledging shares as collateral; short sales also prohibited . |
| Options usage | Company has not granted stock options for more than ten years (equity delivered via RS/PSUs) . |
| Beneficial ownership (historical) | A prior Form 5 reported Curtis beneficially owned 47,356 shares as of the issuer’s FY end (filed Feb 2015), including shares via the ESPP; current holdings were not disclosed in the 2025 proxy because he was not a director or 2024 NEO . |
Employment Terms
| Topic | Company policy terms |
|---|---|
| Employment agreements | Clean Harbors does not have term employment agreements with executive officers; offer letters set initial terms . |
| Severance (non‑Co‑CEO senior management) | Key Employee Retention Plan for certain senior management provides 12 months of base salary continuation, up to 12 months of benefits, and up to $15,000 in outplacement upon qualifying termination not related to a change of control; requires execution of confidentiality and non‑competition agreements . |
| Co‑CEO severance (for context) | 24 months of base salary plus average of prior two years’ bonuses, and up to 24 months of benefits, upon qualifying termination not related to change of control . |
| Change‑of‑control (equity) | Double‑trigger equity acceleration: if awards are assumed, unvested awards generally vest upon qualifying termination within 24 months; if not assumed/substituted, equity vests (performance awards at target) immediately before the change in control; liquidation/dissolution accelerates restrictions . |
| Change‑of‑control (annual bonus) | If change in control occurs: unpaid determined bonuses are paid immediately; if year ended but bonus undetermined, determine and pay immediately; if mid‑year, pay pro‑rata at midpoint of threshold and maximum . |
| Clawback | NYSE/SEC‑compliant clawback policy recoups excess incentive compensation (cash/equity) for current/former executive officers following a restatement; prior clawback covers misconduct/reputational harm . |
| Tax gross‑ups | No tax gross‑ups provided to executive officers . |
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($K) | 5,409,152 | 5,889,952 |
| Net Income ($K) | 377,856 | 402,299 |
| Adjusted EBITDA ($K) | 1,012,570 | 1,116,934 |
| Adjusted Free Cash Flow ($K) | 321,902 | 357,882 |
| TRIR | 0.63 | 0.65 |
| TSR ($100 initial, Jan 2020 basis) | 203.46 (2023) | 268.28 (2024) |
Compensation Structure Analysis
- Alignment: Senior management incentives tie to Revenue, Adjusted EBITDA, Adjusted Free Cash Flow, and TRIR annually, and to Adjusted EBITDA Margin/ROIC (2024 awards) or Adjusted EBITDA/Adjusted EBITDA Margin (2025 awards) for long-term equity—prioritizing profitable growth, cash generation, and safety .
- Rigor and outcomes: 2024 annual goals produced total performance factors of 110.7% for Co‑CEOs/McKim and 108.2% for other NEOs; performance shares were partially earned on margin, while ROIC tranches were not earned for 2024 under 2023 awards—indicating use of differential hurdles and willingness to forfeit where thresholds are not met .
- Governance: Strong say‑on‑pay support (95.14% in 2024), stock ownership requirements, hedging/pledging ban, and a robust clawback mitigate agency risk .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for directors and executive officers (reduces misalignment risk) .
- Clawback: Implemented per NYSE/SEC standards (improves accountability) .
- Related parties: 2024 disclosures note compensation to relatives of the Executive Chairman; no related party transactions involving Curtis were disclosed .
- Option repricing: None; options not granted in over 10 years .
- Say‑on‑pay: Strong support (95.14%) suggests investor acceptance of incentive design .
Equity Ownership & Vesting Schedules and Potential Selling Pressure
- Typical senior-exec vesting: Five equal annual tranches for time-based shares (for certain roles) and 3/5‑year schedules for other grants; performance shares vest over 4–5 years after being earned, with no early vesting unless early earn criteria are met . This creates a steady cadence of smaller annual vestings, which tends to diffuse concentrated selling pressure.
- Ownership guidelines and prohibitions (no pledging/margin) further discourage near-term monetization and align long-term holding behavior .
Employment & Contracts Nuances (Retention Risk)
- For senior management covered by the Key Employee Retention Plan, severance ≈12 months salary and benefits upon qualifying termination, plus non‑compete obligations—moderate retention support without overly rich protections .
- Equity uses double‑trigger acceleration—reduces “golden parachute” risk while protecting employees post‑transaction .
- No tax gross‑ups; no fixed‑term contracts—limits shareholder‑unfriendly features .
Investment Implications
- Alignment: Curtis is a long-tenured commercial operator leading pricing—a core driver of margin and cash flow—with enterprise incentives tightly anchored to Adjusted EBITDA/Margin, ROIC, FCF, and safety; stock ownership rules and hedging/pledging bans underscore alignment .
- Retention/succession: Moderate severance and multi‑year equity vesting support retention but are not excessive; absence of an employment term and the company-wide design suggest manageable entrenchment risk .
- Trading signals: Annual and multi‑year vesting schedules imply periodic, not lumpy, potential supply; no pledging reduces forced selling risk. Lack of recent individual ownership disclosures for Curtis limits precision—latest public record is historic (2015) .
- Execution risk: Incentive forfeiture on tougher ROIC hurdles in 2024 LTIP shows rigor; continued focus on EBITDA margin and FCF (and TSR outperformance vs. peers over multi‑year window) supports confidence that commercial levers—like pricing overseen by Curtis—remain central to value creation .