Michael Battles
CLEAN HARBORSAbout Michael Battles
Michael L. Battles, age 56, is Co-Chief Executive Officer and Co-President of Clean Harbors (since March 31, 2023) and a Class III director elected on August 29, 2024; he previously served as CFO (2016–2023) and as SVP, Corporate Controller and Chief Accounting Officer (joined September 2013) . He holds a BS in Accounting from the University of Vermont, is a certified public accountant, and has a Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon . Company performance in 2024: revenue $5,889,952,000; net income $402,299,000; adjusted EBITDA $1,116,934,000; TRIR 0.65; CLH launched its Kimball, NE incinerator and integrated two acquisitions, supporting operational momentum under the Co-CEO structure . Pay-versus-performance shows strong alignment: a $100 TSR investment grew to $268.28 over 2020–2024 versus peer group $191.06; Co-PEO Compensation Actually Paid in 2024 was $8,062,035 (Battles) alongside performance gains .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Harbors | Co-Chief Executive Officer & Co-President | Since 2023-03-31 | Executive leadership of ES and SKSS segments and safety/operations focus |
| Clean Harbors | Executive Vice President & Chief Financial Officer | 2016–2023 | Led finance, capital management; prior Controller/CAO experience |
| Clean Harbors | SVP, Corporate Controller & Chief Accounting Officer | Joined 2013-09 | Strengthened accounting controls and reporting |
| PerkinElmer Inc. | Senior finance roles incl. Human Health finance lead, CAO, acting CFO | — | Built finance, risk management expertise |
| Deloitte & Touche LLP | Audit roles incl. national office accounting research | — | Technical accounting and audit rigor |
External Roles
| Organization | Role | Years | Committee Roles |
|---|---|---|---|
| Casella Waste Systems, Inc. (NASDAQ: CWST) | Director | Current | Audit; Nominating & ESG |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 540,000 | 810,000 | 900,000 |
| Annual MIP Target (% of Salary) | — | 150% | 150% |
| Director Fees | Employee directors receive no additional director compensation | Employee directors receive no additional director compensation | Employee directors receive no additional director compensation |
Performance Compensation
Annual Cash Incentive (MIP) – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | 2024 Result | Co-CEO Performance Factor | Payout to Battles ($) |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 20% | 5,117 | 5,685 | 6,524 | 5,551.8 | 19.5% | 1,493,831 |
| Adjusted EBITDA ($mm) | 40% | 1,045 | 1,100 | 1,155 | 1,090.0 | 39.0% | 1,493,831 |
| Adjusted Free Cash Flow ($mm) | 20% | 347 | 385 | 424 | 393.5 | 22.2% | 1,493,831 |
| TRIR | 20% | N/A | 0.62 | 0.61 | 0.61 | 30.0% | 1,493,831 |
| Total Performance Factor | — | — | — | — | — | 110.7% | 1,493,831 |
Notes:
- Co-CEOs (including Battles) have Annual MIP only; SEIP applies to other NEOs .
- Adjustments for acquisitions (Noble and HEPACO) applied per Appendix B; performance was assessed by C&HC Committee on March 7, 2025 .
Equity Awards and Vesting
| Award Type | Grant Date | Shares / Value | Metrics / Conditions | Earned Status | Vesting Schedule |
|---|---|---|---|---|---|
| Performance Shares (2024) | 2024-02-01 | 4,332 shares (85% of salary) | 50% Adjusted EBITDA Margin; 50% Adjusted ROIC; target/threshold shown below | 2,166 earned on EBITDA Margin target; 1,083 unearned at YE 2024 | Earned tranche vests annually Mar 15, 2025–2029; remaining eligible based on 2025 ROIC |
| Performance Shares (2023) | 2023-02-01 | 1,952 shares earned (portion of award) | Threshold: EBITDA Margin 19.7%; Target 20.3%; ROIC threshold 13.6%; target 14.6% | 58.3% earned on EBITDA Margin; ROIC portion forfeited (threshold not met) | Vests annually Mar 15, 2025–2028 |
| Time-Based RSUs (2024) | 2024-02-01 | 14,524 shares (285% of salary) | Service-based | Unvested at YE 2024 | 20% per year starting Feb 1, 2025 (five-year schedule) |
| 2025 Performance Awards | 2025-03-15 | Company-wide grants; targets set for 2026 (Adjusted EBITDA and Adj. EBITDA Margin) | Earn at 50%/100%/200% of target in 2026 | Not eligible for early achievement | If earned: 50% vests Mar 15, 2027; 50% vests Mar 15, 2028 |
Performance Share Targets (2024 awards):
- Adjusted EBITDA Margin: Threshold 19.4%; Target 19.5% .
- Adjusted ROIC: Threshold 12.2%; Target 12.9% .
Vesting Activity:
- Shares vested in 2024: 12,751 (value realized $2,570,698) for Battles .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2025-03-24) | 82,429 shares; less than 1% of outstanding |
| Shares Outstanding (record date) | 54,202,256 |
| Key Outstanding Awards at YE 2024 | Time-based 14,524 (2/1/2024) ; Performance earned 2,166 (2024 award) ; Performance unearned 1,083 (2024 award) ; Performance earned 1,952 (2023 award) |
| Stock Ownership Guidelines | Co-CEOs: 6x base salary; all directors/executives in compliance as of 2024 year-end |
| Hedging/Pledging | Prohibited for directors and executive officers; no short sales |
| Options | Company has not granted stock options in >10 years |
Employment Terms
| Provision | Battles Terms |
|---|---|
| Employment Agreement | None (offer letters set pay/opportunity/equity) |
| Severance (no CoC) | 24 months base salary; plus average of last two annual cash bonuses over 24 months; 24 months benefits |
| Change of Control (Double Trigger) | Same cash severance (paid lump sum) if terminated or materially downgraded within 1 year post-CoC; equity accelerates if not assumed/substituted or upon qualifying termination per 2020 Plan |
| Potential Payment Illustrative (Dec 31, 2024) | Termination w/o Cause (no CoC): Base $1,800,000; Performance-based cash bonus $2,470,908; Benefits $59,011 . Involuntary termination in CoC: Base $1,800,000; Performance-based cash bonus $2,470,908; Stock Awards $11,785,469; Benefits $59,011 . |
| Non-Compete/Non-Solicit/Confidentiality | Required under severance agreements; durations not specifically disclosed |
| Clawback | NYSE and SEC Section 10D-compliant recoupment for excess incentive comp upon restatements; legacy policy also covers misconduct, non-compete violations, reputational harm |
| Tax Gross-Ups | None provided to executives |
Board Governance
- Battles is a Class III director since 2024 with no committee assignments; employee directors (McKim, Battles, Gerstenberg) are not independent under NYSE rules and do not serve on committees .
- Lead Independent Director presides over executive sessions; all Board committees consist solely of independent directors; overall 2024 Board/committee attendance exceeded 95% .
- Staggered, 13-member board; Battles stood for re-election at the 2025 annual meeting as a Class III director .
Director Compensation
- Employee directors receive no additional director compensation for Board service; non-employee director cash/equity retainers do not apply to Battles .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | 5,409,152,000 | 5,889,952,000 |
| Net Income ($) | 377,856,000 | 402,299,000 |
| Adjusted EBITDA ($) | 1,012,570,000 | 1,116,934,000 |
| TRIR | 0.63 | 0.65 |
Additional execution signals:
- Q1 2025: Revenue +4% to $1.43B; Adjusted EBITDA $234.9M; record safety TRIR 0.46; Battles underscored disposal/recycling asset demand and SKSS stabilization .
- Q2 2025: Adjusted EBITDA margin +60 bps to 21.7%; TRIR 0.40; Co-CEOs highlighted margin expansion via pricing and SG&A discipline; Battles detailed SKSS collection strategy and CFO pricing shift .
- TSR alignment: $100 TSR investment rose to $268.28 over 2020–2024 vs peer group $191.06; CAP for Co-PEO Battles was $8,062,035 in 2024 .
Compensation Structure Analysis
- Cash/equity mix emphasizes at-risk pay: Co-CEO target compensation heavily performance-based; annual cash incentives linked to revenue, Adjusted EBITDA, Adjusted FCF, TRIR; 2024 payout at 110.7% of target for Co-CEOs .
- Long-term equity shifted toward performance conditioning in 2025 for Co-CEOs (increase in performance-based portion approved) .
- Peer benchmarking: 2024 peer set approximated 44th percentile for revenue and market cap; peer group updated in 2025 to reflect company breadth (added Ecolab, Chemours) .
- Say-on-Pay support: 95.14% approval in 2024 for 2023 NEO compensation structure .
Equity Ownership & Alignment Details
| Category | Shares | Vesting |
|---|---|---|
| Time-based RSUs (2/1/2024) | 14,524 | 20% annually starting 2/1/2025 |
| Perf. RSUs earned (2024 award) | 2,166 | Annual on 3/15 from 2025–2029 |
| Perf. RSUs unearned (2024 award) | 1,083 | Eligible based on 2025 ROIC |
| Perf. RSUs earned (2023 award) | 1,952 | Annual on 3/15 from 2025–2028 |
| Shares vested in 2024 | 12,751 (value $2,570,698) | Completed |
| Beneficial ownership (3/24/2025) | 82,429 | Less than 1% of outstanding |
Employment Contracts, Severance, and Change-of-Control Economics
| Scenario (Dec 31, 2024 illustrative) | Components | Amount ($) |
|---|---|---|
| Termination Without Cause (no CoC) | Base salary (24 months) ; performance-based cash bonus; benefits | 1,800,000 base ; 2,470,908 bonus ; 59,011 benefits |
| Involuntary Termination with CoC (double trigger) | Lump-sum base; lump-sum performance-based cash bonus; equity at target if unearned; benefits | 1,800,000 base ; 2,470,908 bonus ; 11,785,469 equity ; 59,011 benefits |
| Death/Disability | Pro-rata bonus; earned performance-based equity accelerates | 2,470,908 bonus ; 2,658,807 equity |
Additional terms:
- Equity acceleration and assumptions governed by 2020 Stock Incentive Plan definitions of Reorganization Event/Change-in-Control; non-assumed awards vest; assumed awards accelerate upon qualifying termination within 24 months .
- Clawback policy applies to excess incentive compensation following restatements; legacy clawback covers specified misconduct and restrictive covenant breaches .
- No tax gross-ups; insider hedging/pledging prohibited .
Board Service History and Dual-Role Implications
- Board Service: Elected as Class III director on 8/29/2024; standing for re-election at 2025 annual meeting; no Board committees .
- Dual-role considerations: Battles is an employee director (not independent); Executive Chairman (McKim) remains on Board; all committees are independent and a Lead Independent Director oversees executive sessions, mitigating independence concerns .
- Attendance: Overall Board/committee attendance exceeded 95% in 2024; all directors attended the 2024 annual meeting .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote: 95.14% approval of 2023 NEO compensation; Committee maintained pay-for-performance emphasis and refined metric sets (short-term vs long-term) .
Expertise & Qualifications
- Finance, accounting, risk management, cybersecurity oversight, capital management; prior Deloitte and PerkinElmer leadership roles; CPA; NACD cybersecurity certificate .
Investment Implications
- Alignment: High at-risk pay and increased performance-conditioned equity for Co-CEOs in 2025 improve pay-performance linkage; strong TSR vs peers reinforces shareholder alignment .
- Retention and selling pressure: Material unvested RSUs (time-based and performance-based) with multi-year schedules support retention; 12,751 shares vested in 2024 indicate periodic supply from vesting, though hedging/pledging is prohibited and ownership guidelines require 6x salary for Co-CEOs, limiting discretionary sales below thresholds .
- Change-of-control costs: Double-trigger severance includes 24 months base plus average bonus and substantial equity acceleration (illustratively $11.8M equity) that could impact transaction economics; no tax gross-ups reduce governance risk .
- Governance: Employee director status and Executive Chairman presence present independence considerations; mitigated by independent Lead Director and fully independent committees; high say-on-pay support indicates investor acceptance of structure .
- Execution risk: 2024 ROIC shortfalls led to forfeiture of part of 2023 performance shares; continued focus on margin and ROIC metrics is key to future PSU vesting and compensation realization .