Lauren States
CLEAN HARBORSAbout Lauren C. States
Lauren C. States, age 68, has served on Clean Harbors’ Board since 2016 and is a Class III director standing for re‑election in 2025 for a term through 2028. She chairs the Environmental, Health & Safety (EHS) Committee and serves on the Compensation & Human Capital (C&HC) Committee and the Ad Hoc Cyber Committee. States spent 36+ years at IBM, including leadership in IBM’s transformation to cloud computing; she holds a BS in Economics from The Wharton School and completed a Harvard Advanced Leadership Initiative Fellowship in 2015. She is deemed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| IBM | Vice President, Strategy & Transformation, IBM Software Group; leader in IBM’s transformation to cloud; Chief Technology Officer in corporate strategy | ~1978–2014 (retired 2014); cloud leadership 2008–2013 | Led global sales force strategy and go‑to‑market for multi‑billion software business; technology, transformation, sales and talent development experience . |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Webster Financial Corporation (NYSE: WBS) | Director | Current | Public company board service; committees not specified in CLH proxy . |
| Quid (private) | Director | Current | Privately held company . |
| Diebold Nixdorf (NYSE: DBD) | Director | Through early 2023 | Prior public company board service . |
| International House, NY | Trustee | Current | Non‑profit governance . |
| Mercy High School (Middletown, CT) | Trustee | Current | Non‑profit governance . |
| Code Nation | Board member | Current | Non‑profit; technology/education focus . |
| New England Science & Sailing Foundation | Board member | Through Apr 2023 | Prior non‑profit role . |
Board Governance
- Independence: The Board determined States is independent; 10 of 13 current directors are independent, and all Board committees consist solely of independent directors .
- Committee assignments: EHS (Chair), C&HC, Ad Hoc Cyber .
- Committee activity levels in 2024: C&HC held 5 meetings; EHS held 4; Ad Hoc Cyber held 4 .
- Board attendance: In 2024 the Board held 6 meetings; overall attendance exceeded 95% and each director attended at least 75%; all directors attended the 2024 annual meeting in person .
- Lead Independent Director structure: Edward G. Galante serves as Lead Director with defined authorities; all independent directors except the Lead Director typically serve on at least two committees .
- 2025 election outcome: States received 46,694,364 “For” votes, 939,491 “Withheld,” and 2,113,318 broker non‑votes (Class III, re‑elected to 2028) .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount / Terms |
|---|---|
| Annual cash retainer | $90,000 for each non‑employee director . |
| Chair fees | EHS Committee Chair: $15,000; Audit Chair $25,000; C&HC Chair $20,000; Corporate Governance & Sustainability, EHS, or Ad Hoc Cyber Chair $15,000 . |
| Meeting fees | None; no per‑meeting fees; expenses reimbursed . |
| Pensions/deferred comp/charitable award programs | None for non‑employee directors . |
| States’ 2024 cash fees (actual) | $105,000 (consistent with $90,000 retainer + $15,000 EHS Chair) . |
Performance Compensation (Equity)
| Element | Grant Details | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (annual equity retainer) | 836 restricted shares granted immediately following 2024 annual meeting (under 2020 Stock Incentive Plan; sized by closing price on May 21, 2024) | ~$180,000 grant‑date fair value ($179,656 in table) | Vests at the start of the 2025 annual meeting, subject to continued service through that date | As of Dec 31, 2024 each serving non‑employee director held 836 unvested restricted shares; no stock options were granted or held in 2024 . |
| States’ 2024 equity value (actual) | — | $179,656 | — | Reported in the director compensation table . |
Note: Director equity is time‑based; there are no performance metrics for director equity awards disclosed .
Director Compensation (Total)
| Name | 2024 Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lauren C. States | 105,000 | 179,656 | 284,656 |
Other Directorships & Interlocks
- Current public company board: Webster Financial (WBS); prior public board: Diebold Nixdorf (DBD) through early 2023; also director at private company Quid .
- C&HC interlocks: None. The C&HC Committee (Quirk, Preston, States, Welch, Willett) reported no interlocks or relationships requiring disclosure under Item 404 of Regulation S‑K; no reciprocal executive service interlocks were identified .
Expertise & Qualifications
- Technology, sales, strategy, and large‑scale transformation experience from IBM, including leading IBM’s go‑to‑market for Software Group and cloud transformation work (2008–2013); certificate in Cybersecurity Oversight (NACD/Carnegie Mellon) .
- Education: BS, Wharton School; Harvard Advanced Leadership Initiative Fellowship (2015) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes / Policy Alignment |
|---|---|---|---|
| Lauren C. States | 11,918 | <1% (of 54,202,256 shares outstanding) | Director ownership guideline: 5x annual cash retainer; as of Dec 31, 2024 all directors and officers were in compliance. Hedging, pledging, margin accounts, and short sales are prohibited by Insider Trading Policy . |
Governance Assessment
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Strengths: Independent director with technology, cyber, and transformation expertise; chairs EHS in a highly regulated, safety‑critical business; active committee workload (EHS Chair; C&HC; Ad Hoc Cyber) with robust 2024 committee meeting cadence; Board attendance above 95% overall; strong shareholder support in 2025 re‑election (46.69M “For”) .
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Ownership alignment and risk controls: Annual equity retainer in stock; meaningful beneficial ownership; stringent stock ownership guidelines (5x retainer) with full compliance; prohibitions on hedging, pledging, margin accounts, and short sales reduce misalignment/credit risk .
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Compensation structure: Balanced cash/equity with no meeting fees, no pensions or deferred programs; modest chair premium for EHS aligns pay with responsibility; no director stock options minimizes risk‑taking incentives .
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Conflicts/related‑party exposure: No Item 404 related‑party transactions disclosed involving States; C&HC interlocks explicitly absent; Board determined any commercial relationships with entities affiliated with independent directors fall below categorical thresholds and are immaterial .
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RED FLAGS (none observed specific to States):
- No pledging/hedging allowed (policy prohibits) .
- No attendance issues disclosed; each director ≥75% and overall >95% .
- No director‑specific related‑party transactions identified for States .
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Shareholder sentiment indicators:
- 2025 director election vote for States: 46,694,364 For; 939,491 Withheld; 2,113,318 broker non‑votes .
- 2025 Say‑on‑Pay: 45,553,330 For; 2,041,241 Against; 39,284 Abstain; 2,113,318 broker non‑votes (passed comfortably) .
Notes and Sources:
- Director biography, independence, committees, and qualifications .
- Board/committee activity and attendance .
- Director compensation structure and 2024 amounts (including equity grant and vesting) .
- Beneficial ownership table as of March 24, 2025 .
- Ownership guidelines and insider trading policy (hedging/pledging prohibitions; compliance status) .
- C&HC interlocks statement .
- Related‑party transactions disclosure (none involving States) .
- 2025 annual meeting voting results .