Marcy Reed
CLEAN HARBORSAbout Marcy L. Reed
Marcy L. Reed (age 62) has served on Clean Harbors’ Board since 2021 and is an independent director qualifying as an “audit committee financial expert.” She retired in 2021 after 30+ years at National Grid, most recently as President, National Grid Massachusetts and EVP, U.S. Energy Policy & Social Impact; she is a CPA since 1988, holds an AB in Economics from Dartmouth and an MS in Accounting from Northeastern, with executive education at Wharton and INSEAD . She currently chairs Clean Harbors’ Audit Committee and serves on the Environmental, Health & Safety and Ad Hoc Cyber Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid (U.S.) | President, National Grid Massachusetts; EVP U.S. Energy Policy & Social Impact | Retired 2021; >30 years; President role for a decade | Recognized leader on energy policy, innovation and social impact; frequent speaker with multiple leadership/philanthropic awards |
External Roles
| Organization | Role | Since/Tenure | Committees/Impact |
|---|---|---|---|
| Edison International (NYSE: EIX) | Independent Director | Feb 2022–present | Public company electric utility parent; governance exposure in regulated energy |
| Blue Cross Blue Shield of Massachusetts | Independent Director | Not disclosed | Healthcare payer governance; Massachusetts market oversight |
| Northeastern University | Trustee; Chair of Audit Committee | Not disclosed | Leads audit oversight in higher education; internal control and reporting stewardship |
| Qualus (private) | Board Member | Not disclosed | PE-backed electric power engineering; grid and infrastructure expertise |
| The Partnership, Inc. (prior) | Board Chair (prior) | Not disclosed | Focus on building racially diverse leadership pipelines |
Board Governance
- Independence: Board determined Ms. Reed is independent under NYSE rules; Audit, EHS, and Ad Hoc Cyber committees are composed solely of independent directors .
- Committee roles: Audit Chair; member of Environmental, Health & Safety; member of Ad Hoc Cyber; designated “audit committee financial expert” under Regulation S‑K .
- Committee activity: Audit Committee held 6 meetings in 2024; EHS Committee held 4; Ad Hoc Cyber Committee held 4 .
- Attendance: Board held 6 meetings in 2024; overall attendance exceeded 95% and at least 75% for each director; all current directors attended the 2024 annual meeting in person .
- Governance processes: Robust related‑party transactions policy overseen by Audit Committee; categorical independence standards address commercial/charitable relationships .
- Stock ownership guidelines: Directors expected to hold stock valued at 5× annual cash retainer; all directors and executive officers were in compliance as of 12/31/2024 .
- Insider trading controls: Hedging, short sales, margin accounts, and pledging prohibited for directors/executives; no waivers of the Code of Ethics in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Audit Committee Chair fee | $25,000 | Chair premium for Audit Committee |
| Total cash | $115,000 | Reed’s 2024 cash fees |
- No meeting fees; expenses reimbursed; no pension/deferred compensation/charitable award programs for non‑employee directors .
Performance Compensation (Director)
| Equity Grant | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Annual restricted stock (2024 grant) | 836 | $179,656 | Vests at start of 2025 annual meeting, subject to continued service |
- Equity awards for directors are time‑based; no options were granted or outstanding; grant sizing tied to share price at the 2024 annual meeting date .
- Compensation mix signal: Reed’s 2024 total was $294,656, comprising $115,000 cash and $179,656 equity, aligning director pay with shareholder value via equity retainer .
Other Directorships & Interlocks
| Company | Industry Relationship to CLH | Interlock/Conflict Notes |
|---|---|---|
| Edison International (EIX) | Utility; potential customer of environmental services | Board independence affirmed; no related‑party transactions involving Reed disclosed |
| Blue Cross Blue Shield of MA | Healthcare payer | No related‑party transactions involving Reed disclosed |
| Northeastern University | Higher education | No related‑party transactions involving Reed disclosed |
| Qualus (private) | Power engineering services | No related‑party transactions involving Reed disclosed |
- Board policy limits directors to four public company boards (if not a public company CEO); Corporate Governance & Sustainability Committee monitors external commitments; Reed’s roles are consistent with policy .
Expertise & Qualifications
- CPA since 1988; “audit committee financial expert”; deep accounting and regulatory experience .
- Energy industry leadership across utility operations, policy, and innovation; decade as Massachusetts president at National Grid .
- Cyber oversight experience via Ad Hoc Cyber Committee participation; board has two members with formal cyber oversight certificates; committee includes Reed .
- Education: AB (Economics) Dartmouth; MS (Accounting) Northeastern; executive education at Wharton and INSEAD .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Shares | Shares Outstanding (Record Date) | Ownership % |
|---|---|---|---|---|
| Marcy L. Reed | 5,128 | 836 | 54,202,256 (Mar 24, 2025) | 0.0095% (computed from cited values) |
- Director ownership guideline: 5× annual cash retainer; all directors were in compliance as of 12/31/2024 .
- Hedging/pledging prohibited; alignment preserved via policy .
Governance Assessment
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Strengths: Independent Audit Chair and SEC‑defined financial expert status; robust committee workload across Audit, EHS, and Cyber; strong attendance culture; prohibition on hedging/pledging; stock ownership guidelines fully met—these factors support investor confidence in board oversight of financial reporting, safety, and cyber risk .
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Compensation alignment: Director pay structured as cash retainer plus equity retainer with time‑based vesting; no options or gross‑ups; equity enhances alignment without short‑term performance gaming .
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Conflicts/related‑party: No related‑party transactions involving Reed disclosed; Audit Committee actively oversees related‑party policies and reviews .
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Shareholder sentiment: Say‑on‑pay support was 95.14% in 2024, indicating broad endorsement of compensation governance (directionally supportive of overall governance climate) .
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RED FLAGS: None disclosed specific to Ms. Reed (no pledging/hedging, no related‑party transactions, and independence affirmed) .