John Welch
CLEAN HARBORSAbout John R. Welch
John R. Welch, age 68, is an independent Class I director of Clean Harbors, serving since 2014. He is Chair of the Ad Hoc Cyber Committee and a member of the Compensation & Human Capital Committee and the Environmental, Health, and Safety Committee . Welch retired as a Senior Partner from McKinsey & Company in 2015 after 30 years, and is currently an Executive Partner at Bridge Growth Partners, LLC; he holds an MBA from the University of Chicago and BS/MS degrees in chemical engineering from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Senior Partner Emeritus | 30 years; retired 2015 | Led Strategy Practice (2001–2005); Managing Partner, New England Practice (2007–2012) |
| Hooker Chemical; Caltex Petroleum | Project Engineer | Not disclosed | Engineering experience |
| Bank of America | Municipal Lending Group | Not disclosed | Finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridge Growth Partners, LLC (Private Equity) | Executive Partner | Current | Private equity role |
| Finalsite (Private company) | Director | Prior | Private software company board |
Board Governance
- Independence: The Board determined all directors other than the Executive Chairman and Co-CEOs are independent under NYSE rules; committees consist solely of independent directors .
- Committee assignments: Welch chairs the Ad Hoc Cyber Committee; he serves on Compensation & Human Capital and Environmental, Health, and Safety .
- Attendance and engagement: In 2024, the Board held six meetings; overall attendance was over 95%, and at least 75% for each director; all current members attended the 2024 annual meeting .
- Committee activity and cadence:
- Environmental, Health, and Safety Committee held four meetings in 2024 .
- Ad Hoc Cyber Committee held four meetings in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Ad Hoc Cyber | Chair | 4 |
| Compensation & Human Capital | Member | Not disclosed |
| Environmental, Health, and Safety | Member | 4 |
| Board of Directors | Director | 6 |
- Other board service limits: Policy limits public company boards to four for non-CEOs; two in addition to employer’s board for public company CEOs; Corporate Governance & Sustainability Committee evaluates outside commitments .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard for non‑employee directors |
| Committee chair fee (Ad Hoc Cyber) | $15,000 | Chair fee applies to Ad Hoc Cyber |
| Meeting fees | $0 | Directors are not paid per meeting |
| Pension/deferred/charitable programs | None | No pension or deferred programs for non‑employee directors |
| Fees earned in cash (2024) | $105,000 | Welch’s cash fees total (retainer + chair fee) |
Performance Compensation
| Equity Award | Shares | Grant Date | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted shares (annual director grant) | 836 | May 21, 2024 | $179,656 | Vests at start of 2025 annual meeting, subject to service |
| Stock options | None | — | — | — |
- Director equity awards are time-based restricted shares; no performance metrics are disclosed for director equity grants .
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Conflict Status |
|---|---|---|
| Compensation & Human Capital Committee (CLH) | Member | No committee interlocks or Item 404 related-party relationships among C&HC members; none of CLH execs serve on boards/comp committees of companies with CLH execs on their boards |
Expertise & Qualifications
- Business consulting, operations, and finance expertise; prior engineering and lending roles .
- Degrees: MBA (University of Chicago); BS/MS in Chemical Engineering (Cornell University) .
- Cyber oversight credentials at Board level: Ad Hoc Cyber Committee chaired by Welch; committee includes members with NACD/Carnegie Mellon Cybersecurity Oversight Certificates (committee-level disclosure) .
Equity Ownership
| Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| March 24, 2025 | 11,863 | <1% |
| May 28, 2025 (post-transaction) | 11,402 | <1% (context from proxy table) |
- 2025 Form 4 activity: Sold 1,250 shares on May 28, 2025 at $228.51/share ($285,637); direct ownership reported at 11,402 shares post-sale .
- Unvested restricted shares: each non‑employee director held 836 unvested restricted shares as of December 31, 2024 .
- Ownership guidelines: Directors must hold stock valued at 5x annual cash retainer; all directors and executive officers were in compliance as of December 31, 2024 .
- Hedging, pledging, margin accounts, and short sales are prohibited for directors/executives per Insider Trading Policy .
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (May 24, 2023) | 44,463,494 | 3,007,613 | 219,555 | 1,933,911 |
| Frequency of future advisory votes | Every Year: 46,059,982 | Every Two Years: 7,472 | Every Three Years: 1,518,423 | Abstain: 104,785 |
- Future advisory votes on executive compensation will be held every year .
Compensation Committee Analysis
- Welch is a member of the C&HC Committee; the Report of the C&HC Committee is signed by Alison A. Quirk (Chair), John T. Preston, Lauren C. States, John R. Welch, and Robert J. Willett, recommending inclusion of CD&A in the 2025 proxy .
- For director pay benchmarking, the Corporate Governance & Sustainability Committee reviews and recommends changes; Meridian Compensation Partners provided input on non‑employee director compensation .
- Executive pay program highlights (context for governance posture): pay‑for‑performance emphasis; no tax gross‑ups; double‑trigger CIC for NEOs; strong stock ownership guidelines .
Governance Assessment
- Strengths:
- Independent director with deep strategy and operational expertise; committee leadership in cyber oversight .
- High board/committee engagement: Board 6 meetings with >95% overall attendance; EH&S and Ad Hoc Cyber committees met four times each in 2024 .
- Alignment mechanisms: meaningful share ownership; time‑based annual director equity; strict ownership guidelines; hedging/pledging prohibited .
- No C&HC interlocks or related‑party relationships disclosed; committee comprised solely of independent directors .
- Neutral/Watch items:
- Private equity role (Bridge Growth Partners): no related‑party transactions disclosed; monitor portfolio interactions for potential conflicts .
- Insider sales: modest sale of 1,250 shares in May 2025; holdings remain <1% and consistent with director‑level ownership norms; continue to monitor Form 4 filings .
- RED FLAGS: None disclosed related to Item 404 transactions, hedging/pledging, low attendance, or option repricing .
Overall, Welch’s independent status, cyber oversight leadership, strong attendance, and compliance with robust ownership/insider‑trading policies support board effectiveness and investor confidence, with limited conflict indicators based on disclosed information .