John Preston
CLEAN HARBORSAbout John T. Preston
Independent director of Clean Harbors (CLH) since 1995; age 75; currently Chair of the Corporate Governance & Sustainability Committee, and a member of the Compensation & Human Capital Committee and the Ad Hoc Cyber Committee. Background includes technology commercialization leadership at MIT and private equity investing; holds a BS in Physics (University of Wisconsin) and an MBA (Northwestern), plus a NACD/Carnegie Mellon Cybersecurity Oversight certificate. The Board classifies Preston as independent under NYSE rules . Overall Board/committee attendance in 2024 was over 95% (each director at least 75%); all current directors attended the 2024 annual meeting in person .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology (MIT) | Director of Technology Development | 1992–1995 | Led technology development initiatives |
| MIT Technology Licensing Office | Director | Prior to 1992 | Led commercialization of MIT IP |
| Governor of Massachusetts; U.S. DoD; NASA; National Technology Board of Singapore | Director/Advisor (prior appointments) | N/A | Advisory roles on technology and policy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| TEM Capital | Managing Partner | Current | Private equity investment firm |
| Various private companies | Director | Current | Numerous private company directorships (no public boards disclosed) |
Board Governance
- Committee assignments: Chair – Corporate Governance & Sustainability; Member – Compensation & Human Capital; Member – Ad Hoc Cyber .
- Independence: Board determined Preston (and 9 other non-employee directors) are independent; 10/13 directors independent overall .
- Lead Independent Director: Edward G. Galante (presides over executive sessions) .
- Meeting cadence (2024): Board 6; Audit 6; C&HC 5; Corporate Governance & Sustainability 4; Environmental, Health & Safety 4; Ad Hoc Cyber 4 .
- Director overboarding policy: Max four public boards for non-CEOs; tighter limits for CEOs; CG&S Committee reviews suitability .
- Communications/oversight: Clear shareholder communication channel to independent directors; committee structure covers financial, compensation, ESG/sustainability, EHS, and cyber risk .
Fixed Compensation
| Component (Non-Employee Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard cash retainer |
| Chair fee – Corporate Governance & Sustainability | $15,000 | Applies to Preston as Chair |
| Total fees earned (John T. Preston, 2024) | $105,000 | Matches retainer + chair fee |
| Meeting fees | $0 | No meeting fees; expenses reimbursed |
| Pension/deferred/charitable programs | None | No director pension, deferred comp, or charitable award programs |
Performance Compensation
| Equity Grant | Grant Detail | Vesting | 2024 Value |
|---|---|---|---|
| Annual restricted stock (non-employee directors) | 836 shares granted immediately following 2024 annual meeting (May 21, 2024) | Vests at the start of 2025 annual meeting, contingent on continued service | $179,656 (grant date fair value) |
| Stock options | None granted/held | N/A | $0 |
- Structure: All non-employee directors received time-based restricted shares for board service; no performance metrics, no options .
- Ownership guidelines: Directors expected to hold stock equal to 5x annual cash retainer; all directors and executive officers were in compliance as of Dec 31, 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Preston (numerous private company boards) |
| Committee interlocks | None – C&HC members (incl. Preston) had no relationships requiring Item 404 disclosure; no executive officer cross-board comp committee ties disclosed |
Expertise & Qualifications
- Technology commercialization and corporate growth/governance experience (MIT leadership; private equity) .
- Cyber oversight credential (NACD/Carnegie Mellon Cybersecurity Oversight Certificate) .
- Governance leadership as Chair of CG&S Committee; involvement in compensation oversight and cyber-risk oversight committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John T. Preston | 5,603 | ~0.010% (5,603 / 54,202,256) | Shares outstanding at 3/24/2025: 54,202,256 |
| Ownership guideline (Directors) | 5x cash retainer | In compliance (all directors as of 12/31/2024) | Policy and compliance status |
| Hedging/Pledging | Prohibited for directors | — | Hedging and pledging prohibited under Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director with long governance tenure; chairs CG&S (nominations, independence, ESG oversight) and serves on C&HC (pay oversight) and Ad Hoc Cyber (risk oversight) — indicating significant governance influence and risk oversight exposure .
- Clear independence determination; no related-party transactions disclosed involving Preston; C&HC interlocks/insider participation clean .
- Director pay mix is balanced: modest cash + time-based equity; no options; robust ownership guidelines with company-wide compliance .
-
Considerations
- Tenure since 1995 represents very long service; while the Board deems him independent, some investors flag extended tenure as a potential independence consideration (fact: director since 1995) .
- Beneficial ownership is modest in percentage terms (~0.01%), though the Company’s policy requires material ownership (5x retainer) and prohibits hedging/pledging, supporting alignment and risk control .
-
Shareholder sentiment/context
- Say-on-pay (2024 meeting) passed with 95.14% support, suggesting broad investor confidence in compensation oversight (C&HC includes Preston) .
- Director compensation overseen with input from independent consultant Meridian; CG&S sets director pay structure reviewed by the Board .
-
RED FLAGS: None identified specific to Preston in 2024 disclosures. No related-party transactions, hedging/pledging, option repricing, or attendance issues disclosed for him; overall Board/committee attendance >95% and at least 75% for each director .
Notes on data availability: Insider trading transactions (Form 4) are not detailed in the proxy; none were disclosed for Preston. Beneficial ownership and director compensation are as reported in the 2025 DEF 14A. All committee roles and meeting counts reflect 2024 activity as disclosed.
Citations:
- Committee roles, tenure, age, background, external roles, cyber credential:
- Board independence determination:
- Lead Independent Director and executive sessions:
- Meeting counts (Audit, C&HC, CG&S, EHS, Cyber); Board meeting/attendance:
- Director compensation structure and Preston’s 2024 pay; equity grant details and vesting; no options:
- Ownership guidelines and compliance; hedging/pledging prohibitions:
- Beneficial ownership table (Preston shares); shares outstanding (for % calc):
- C&HC interlocks clean:
- Say-on-pay 95.14% approval (2024 meeting):