Jeroen Diderich
CLEAN HARBORSAbout Jeroen Diderich
Jeroen Diderich (age 57) is President, Environmental Sales & Services at Clean Harbors, joining on May 20, 2024 after a 20-year career at Avery Dennison and 11 years at SAPPI in supply chain and strategy roles across multiple countries . He holds a master’s in economics and business economics from Erasmus University (Rotterdam), completed Wharton’s Advanced Management Program, and has Lean Six Sigma training . In 2024, Clean Harbors delivered revenue of $5.89B (+$481M YoY) and Adjusted EBITDA of $1.12B, supporting MIP payouts above target based on revenue, EBITDA, FCF, and safety (TRIR) outcomes for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avery Dennison | Senior Vice President, North America Materials Group; Global Reflective Solutions; Global Procurement | ~20 years | Led major regional business and global product/procurement portfolios |
| Avery Dennison (Netherlands) | Senior roles in marketing, sales & service, supply chain | >10 years (within the 20) | Commercial and operational leadership across Europe |
| SAPPI | Supply chain and strategy roles in multiple countries | 11 years | Multi-country supply chain and corporate strategy execution |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Item | 2024 Target | 2024 Actual |
|---|---|---|
| Base Salary | $625,000 | $386,278 (partial year) |
| Target Annual Cash Incentive (MIP + SEIP) | 130% of salary = $812,500 | $869,431 (MIP $338,181; SEIP $531,250) |
| Sign-on Cash Bonus | — | $100,000 |
| Other Compensation | Standard benefits | $101,232 (incl. $96,154 relocation) |
Notes: MIP target 50% of salary; SEIP target 80% of salary .
Performance Compensation
2024 Annual MIP Design and Outcomes
| Metric (Weight) | Threshold | Target | Maximum | 2024 Result | Payout Factor (NEO) |
|---|---|---|---|---|---|
| Revenue (20%) | $5,117M | $5,685M | $6,524M | $5,551.8M | 19.5% |
| Adjusted EBITDA (40%) | $1,045M | $1,100M | $1,155M | $1,090.0M | 39.0% |
| Adjusted Free Cash Flow (20%) | $347M | $385M | $424M | $393.5M | 21.7% |
| TRIR (20%) | N/A | 0.62 | 0.61 | 0.61 | 28.0% |
| Total | — | — | — | — | 108.2% (NEO factor) |
- Individual SEIP payout for Diderich: 85.0% of salary (pre-set personal goals) .
- Diderich’s MIP payout: $338,181; SEIP payout: $531,250; total $869,431 .
Equity Awards and Vesting
| Grant Date | Type | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 06/01/2024 | Time-based RS | 11,000 | $2,382,490 | Vests annually over three years, subject to continued employment |
- No 2024 performance share grant due to mid-year hire; going forward plan is annual performance shares at 120% of salary (subject to company performance metrics) .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 15,312 shares |
| Shares Outstanding (record date) | 54,202,256 |
| Ownership as % of Shares Outstanding | ~0.03% (15,312 / 54,202,256) |
| Unvested RS (12/31/2024) | 11,000 shares (time-based) |
Alignment safeguards and policies:
- Stock ownership guideline for NEOs (excl. Co-CEOs): 3x base salary; all directors and executive officers were in compliance as of Dec 31, 2024 .
- Hedging and pledging prohibited; no margin or short sales permitted under Insider Trading Policy .
- Clawback policy compliant with NYSE/SEC rules; recoupment of excess incentive compensation after restatements .
Employment Terms
- Key Employee Retention Plan (general executive terms): if terminated other than for death, disability, or cause and not related to a change of control, base salary continuation for 1 year; up to 12 months of benefits; and up to $15,000 in outplacement if unemployed; requires signed severance and confidentiality/non-compete agreements .
- Change of control (double trigger): lump-sum severance if (i) no equal position offered or (ii) terminated without cause or position materially changed within 1 year post-CoC; equity awards follow 2020 Stock Plan rules (accelerate if not assumed or upon qualifying termination within 24 months) .
Potential payments table (as of 12/31/2024 scenario values):
| Scenario | Base Salary | MIP Cash | Stock Awards | Other Benefits |
|---|---|---|---|---|
| Termination without Cause (no CoC) | $386,278 | $869,433 | — | $26,299 |
| Involuntary Termination in Connection with CoC | $386,278 | $869,433 | — | $26,299 |
| Death/Disability | — | $869,433 | — | — |
Notes: CoC/termination definitions per plan documents; equity acceleration depends on award assumption and plan terms .
Investment Implications
- Pay-for-performance mechanics are clearly tied to multi-factor annual metrics (Revenue, Adjusted EBITDA, Adjusted FCF, TRIR) and to longer-term profitability/returns via performance shares (Adjusted EBITDA margin, ROIC) for go-forward grants, aligning incentives with value creation levers that matter for CLH’s cash generation and safety profile .
- 2024 outcomes produced above-target cash incentive payouts (NEO factor 108.2%) while 2024 performance shares (for other NEOs) partially vested only on EBITDA margin; Diderich’s initial equity is entirely time-based (3-year), creating near-term retention-related vesting pressure but limited immediate sell pressure given anti-pledging/hedging and ownership guidelines .
- Ownership is modest (~0.03%), but policy requires 3x salary stock ownership; compliance across executives reduces misalignment risk and supports longer-term holding behavior .
- Change-of-control protections are double-trigger with no tax gross-ups and standard clawback coverage—shareholder-friendly structures that limit windfalls and support disciplined risk-taking .