Karyn Polito
CLEAN HARBORSAbout Karyn Polito
Karyn Polito (age 58) is an independent Class II director of Clean Harbors (CLH) since 2023. She serves on the Audit; Corporate Governance & Sustainability; and Environmental, Health, and Safety Committees, and is deemed financially literate under NYSE rules . Polito is Principal of Polito Development Corporation; previously served as the 72nd Lieutenant Governor of Massachusetts (2015–2023), was a member of the Massachusetts House of Representatives, and a Partner at Milton, Laurence & Dixon, LLP; she holds a BS from Boston College and a JD from New England Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Massachusetts | 72nd Lieutenant Governor | 2015–2023 | State executive leadership; public policy and regulatory experience |
| Massachusetts House of Representatives | Member | Not disclosed | Legislative and public affairs experience |
| Milton, Laurence & Dixon, LLP | Partner | Not disclosed | Legal experience |
| Polito Development Corporation | Principal | Not disclosed | Commercial/industrial real estate development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Berkshire Hills Bancorp, Inc. (NYSE: BHLB) | Independent Director | Not disclosed | Risk Management, Capital & Compliance; Corporate Responsibility & Culture Committees |
| The Andover Companies (private mutual insurer) | Independent Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board determined Polito is independent under NYSE rules; 10 of 13 current directors are independent .
- Committee assignments: Audit; Corporate Governance & Sustainability; Environmental, Health, and Safety .
- Financial literacy: Identified by the Board as financially literate for Audit Committee service .
- Attendance: In 2024, Board/committee attendance was over 95% overall, and at least 75% for each director .
- Committee meeting cadence (2024): Audit (6), Compensation & Human Capital (5), Corporate Governance & Sustainability (4), Environmental, Health & Safety (4), Ad Hoc Cyber (4) .
- Governance structure: Staggered (classified) board; Lead Independent Director presides over executive sessions .
Fixed Compensation (Director)
| Item (2024) | Amount / Detail |
|---|---|
| Annual cash retainer | $90,000 |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | None (no per-meeting fees) |
| Equity grant | 836 restricted shares; grant-date fair value ~$179,656; granted after the 2024 annual meeting; vests at start of 2025 annual meeting if service continues |
| Total 2024 director compensation (Polito) | $269,656 (cash $90,000; stock $179,656) |
Policy notes: No pensions, deferred compensation, or charitable award programs for non-employee directors; expenses reimbursed; employee directors receive no additional pay .
Performance Compensation (Company metrics used for executive pay)
Annual MIP metrics (2024) – used for NEOs; informative for pay-for-performance alignment:
| Metric | Weight | Threshold | Target | Maximum | 2024 Result |
|---|---|---|---|---|---|
| Revenue ($mm) | 20% | 5,117 | 5,685 | 6,524 | 5,551.8 |
| Adjusted EBITDA ($mm) | 40% | 1,045 | 1,100 | 1,155 | 1,090.0 |
| Adjusted Free Cash Flow ($mm) | 20% | 347 | 385 | 424 | 393.5 |
| TRIR (safety) | 20% | N/A | 0.62 | 0.61 | 0.61 |
Long‑term performance shares (NEOs):
- 2024 Performance Awards metrics/thresholds: Adjusted EBITDA Margin (Threshold 19.4%, Target 19.5%) and Adjusted ROIC (Threshold 12.2%, Target 12.9%); target met for EBITDA Margin in 2024 (50% earned), ROIC not yet met; remaining eligibility assessed on 2025 results .
Say‑on‑Pay (shareholder feedback):
- 2024 meeting (on 2023 pay): 95.14% approval .
- 2025 meeting: For 45,553,330; Against 2,041,241; Abstain 39,284 (passed) .
Other Directorships & Interlocks
| Company | Overlap with CLH business | Notes |
|---|---|---|
| Berkshire Hills Bancorp (BHLB) | None disclosed | Bank holding company; Polito serves on risk/capital/compliance and corporate responsibility committees . |
| The Andover Companies (private) | None disclosed | Private mutual insurer; independent director . |
No related-party transactions involving Polito were disclosed; disclosed related-party items involved compensation to immediate family members of the Executive Chairman (McKim) only, overseen under the Related Party Transactions Policy/Audit Committee .
Expertise & Qualifications
- Public sector leadership and regulatory/government relations; environmental/public affairs experience; commercial real estate background .
- Financial literacy for Audit Committee; legal training (JD) .
- External board experience at a public company (BHLB) and a private insurer board .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Pledged? | Hedging/Pledging Policy | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|---|---|
| March 24, 2025 | 2,226 | <1% | No pledging permitted; no exceptions disclosed | Directors and officers prohibited from hedging/pledging; also no margin accounts | Directors: 5× annual cash retainer; includes time‑vested and earned performance shares in calculation | As of Dec 31, 2024, all directors/executives in compliance |
| Source for shares/%: Security Ownership table (Polito: 2,226 shares; “*” less than 1%) . |
Compensation Committee Analysis (context for pay alignment)
- Compensation Committee (C&HC) members: Alison A. Quirk (Chair), John T. Preston, Lauren C. States, John R. Welch, Robert J. Willett .
- Consultant: Meridian Compensation Partners; assessed as independent .
- Peer group for 2024 benchmarking included service/environmental/industrial comparables; adjustments in May 2024 for 2025 benchmarking added Ecolab and Chemours; removed EMCOR, Heritage-Crystal Clean, Stanley Black & Decker .
- Clawback policy adopted per NYSE/SEC rules; applies to cash/equity incentive compensation (3-year lookback) .
Governance Assessment
- Strengths:
- Independent director with Audit, Governance, and EHS committee service; financial literacy and public‑sector regulatory experience bolster oversight in a highly regulated business .
- Strong alignment policies: director ownership guideline (5× retainer), prohibitions on hedging/pledging, and broad clawback policy; full compliance reported as of YE 2024 .
- Robust shareholder support for pay (95.14% in 2024) and 2025 say‑on‑pay vote passed with large “For” count (45.55M vs. 2.04M “Against”) .
- Watch items:
- Classified (staggered) board structure may be viewed unfavorably by some investors focused on annual elections, though the Company cites continuity/stability benefits .
- Related‑party employment ties to the Executive Chairman’s family exist (not involving Polito), placing emphasis on Audit Committee’s monitoring of related‑party policies and independence safeguards .
No hedging or pledging of CLH stock by directors is permitted; no exceptions or waivers disclosed, and all directors met ownership guidelines as of December 31, 2024 .
No related‑party transactions involving Karyn Polito were disclosed since January 1, 2024; the Company reported only items related to the Executive Chairman’s family compensation overseen under policy .
Appendices (Company context for engagement)
- Committee meeting counts (2024): Audit 6; C&HC 5; Corporate Governance & Sustainability 4; EHS 4; Ad Hoc Cyber 4 .
- Board/committee attendance in 2024: >95% overall; ≥75% for each director .
- Director compensation framework: $90,000 cash retainer; additional chair fees (none for Polito); annual restricted share grant (836 shares; ~$180k grant date fair value for 2024) .