Rebecca Underwood

About Rebecca Underwood

Rebecca Underwood, 51, is President, Facilities at Clean Harbors (CLH), a role she has held since August 2023 after joining the company in June 2022 as EVP, Facilities. She previously held senior operations and supply chain roles at Covanta (SVP Safety/Operations/Maintenance/Engineering/Productivity, 2018–2022) and Honeywell (VP Integrated Supply Chain – Advanced Materials, 2015–2018), with prior leadership roles at Air Products (U.S. and China; concluded as Director of Global Product Supply) and Ferro (Asia Pacific Operations Director). She holds a B.S. in Mechanical Engineering (University of Illinois Urbana-Champaign) and an Executive MBA (WUSL–Fudan University) . Company performance context: CLH revenue grew to $5.89B in 2024 from $5.41B in 2023, net income rose to $402.3M from $377.9M, and Adjusted EBITDA increased to $1.117B from $1.013B; TRIR was 0.65 in 2024 vs 0.63 in 2023 . The proxy includes pay-versus-performance analyses and TSR graphics but does not quantify TSR in text .

Past Roles

External Roles

No public company directorships or external board roles disclosed in the proxy biography .

Fixed Compensation

• The proxy does not disclose Underwood’s individual base salary, bonus target, or fixed pay. She is not a Named Executive Officer (NEO); compensation tables cover NEOs only .
• Policy context: base salaries for senior executives are targeted around the middle third of a peer group; NEO base salaries as of Dec 31, 2024 were set and reviewed by the C&HC Committee (illustrative values shown for NEOs; not applicable to Underwood) .

Performance Compensation

Clean Harbors uses a two-pronged program: an annual Management Incentive Plan (MIP) with company-wide metrics and a long-term equity program combining performance shares (PSUs) and time-vesting shares (RSUs).

• Annual MIP metrics and weightings (2024 targets set Jan 23, 2024) :

  Metric	Weighting	Threshold	Target	Maximum
  Revenue ($MM)	20%	5,117	5,685	6,524
  Adjusted EBITDA ($MM)	40%	1,045	1,100	1,155
  Adjusted Free Cash Flow ($MM)	20%	347	385	424
  TRIR	20%	N/A	0.62	0.61

• 2024 MIP results and performance factor assessment (approved Mar 7, 2025) :

  Metric	2024 Result	Co-CEO/McKim Factor	Other NEO Factor
  Revenue ($MM)	5,551.8	19.5%	19.5%
  Adjusted EBITDA ($MM)	1,090.0	39.0%	39.0%
  Adjusted FCF ($MM)	393.5	22.2%	21.7%
  TRIR	0.61	30.0%	28.0%
  Total	—	110.7%	108.2%

• Performance shares (LTIP) structure (2024 grants) :

  • Metrics: Adjusted EBITDA Margin and Adjusted ROIC, 50% weight each; thresholds/targets below .
  • Earned based on 2025 results (with early-earn potential for 2024 target), then vest ratably (4–5 years) subject to continued employment .

  Metric	Threshold	Target
  Adjusted EBITDA Margin	19.4%	19.5%
  Adjusted ROIC	12.2%	12.9%

  • On Mar 7, 2025, the C&HC Committee determined 2024 Adjusted EBITDA Margin met target for the 2024 Performance Awards (50% earned; vesting 2025–2029); 2024 ROIC target was not met (eligible to be earned based on 2025) .
  • For 2023 Performance Awards, 58.3% tied to EBITDA Margin were earned based on 2024 performance; all ROIC-linked 2023 awards were forfeited; vesting 2025–2028 for earned tranches .

• Time-based RSUs (vesting design examples for NEOs; policy indicator) :

  • Co-CEOs: five equal tranches starting Feb 1, 2025 .
  • CFO/CIO example: 60% on Feb 1, 2027; 20% on Feb 1, 2028; 20% on Feb 1, 2029 .
  • New executive (President, ESS) sign-on RSUs vest annually over three years .
  • Note: Underwood’s individual LTIP grants are not disclosed; these patterns indicate prevailing vesting structures.

• SEIP (Supplemental Executive Incentive Plan) structure for individualized goals (applies to certain NEOs; includes a common mentorship/human capital goal at 5% of base salary; specific 2024 payouts are disclosed for select NEOs) . Underwood-specific SEIP details are not disclosed.

Equity Ownership & Alignment

• Stock ownership guidelines: Co-CEOs 6x salary; NEOs (other than Co-CEOs) 3x salary; other executive officers 2x salary; directors 5x annual cash retainer. No discretionary sales permitted if below guideline; restricted time-vesting shares (and earned performance shares) count toward compliance; unearned performance shares do not . As of Dec 31, 2024, all directors and executive officers were in compliance .
• Hedging/pledging: Prohibited for directors and executive officers; includes hedging, pledging, margin accounts, and short sales (including short sales against the box) .
• Beneficial ownership disclosure: Underwood is not a NEO; her individual ownership is not itemized. Group total for all current directors and executive officers (21 persons) was 3,045,446 shares (5.6% of 54,202,256 outstanding) as of March 24, 2025 .

Employment Terms

• Agreements: “Other than the Key Employee Retention Plan and related severance agreements referenced below, the Company has not entered into term employment agreements with its Named Executive Officers.” Under the 2020 Stock Incentive Plan, equity accelerates on a “double trigger” (involuntary termination within one year post-change-of-control or non-assumption of awards) .
• Change-in-control (CIC) definition: Requires an actual change in ownership of at least 50% of outstanding shares or change in a majority of Board members .
• Severance frameworks (NEO examples): Base salary continuation generally 12 months for non-PEO NEOs and 24 months for Co-CEOs; MIP bonus treatment tied to recent averages/achievement; medical benefits continuation; equity assumptions and treatment at target for unearned awards under CIC scenarios (per footnotes) . Underwood-specific severance terms are not disclosed.
• Clawback: NYSE/SEC 10D-compliant policy effective Oct 2, 2023 (adopted Aug 30, 2023) requiring recoupment of excess incentive compensation after restatements for three completed fiscal years preceding the restatement; prior clawback policy also remains applicable to pre-effective-date awards under specified circumstances .
• Tax gross-ups: Not provided to any executive officers .

Performance & Track Record (Company context during Underwood’s tenure)

Key incentive definitions (adjusted, used for compensation):

• Reconciled adjusted results (for 2024 awards) :

  Metric	2023 (Adjusted for 2023 LTIP)	2024 (Adjusted for 2024 Cash/LTIP)
  Revenue ($)	5,429,854	5,551,754
  Adjusted EBITDA ($)	1,074,363	1,090,003
  Adjusted EBITDA Margin (%)	19.8%	19.6%
  Adjusted ROIC (%)	12.5%	12.3%

Compensation Committee Analysis

• Peer group and benchmarking: 2024 peer set included ABM, Advanced Drainage, Chemed, Darling, EMCOR, Enviri, GFL, Healthcare Services Group, Heritage-Crystal Clean, Huntsman, Iron Mountain, KBR, Quanta, Republic Services, Rollins, Stanley Black & Decker, Stericycle, Tetra Tech, Waste Connections, and Waste Management; selected with Meridian’s input, approximating the 44th percentile in revenue and market cap at selection. In May 2024, Ecolab and Chemours were added; EMCOR, Heritage-Crystal Clean, and Stanley Black & Decker were removed for 2025 benchmarking. No strict percentile targeting; judgment-based within competitive ranges .
• Say-on-pay: 95.14% approval for 2023 NEO compensation at the May 22, 2024 annual meeting .
• Pay design priorities: Emphasis on “pay-for-performance”; at least ~70% of potential compensation at risk; MIP uses tactical metrics (Revenue, Adjusted EBITDA, Adjusted FCF, TRIR) while LTIP uses strategic metrics (Adjusted EBITDA Margin, Adjusted ROIC) .

Equity Ownership & Alignment Details (Policies)

• Ownership multiples: Co-CEOs 6x salary; NEOs 3x; other executive officers 2x; directors 5x retainer .
• Compliance status: All directors and executive officers in compliance as of Dec 31, 2024 .
• Prohibitions: Hedging/derivatives, pledging, margin accounts, and short sales prohibited for directors and executive officers .

Employment Terms (Protections and Triggers)

• Double-trigger CIC acceleration, defined CIC threshold (≥50% ownership change or Board majority change) .
• Clawback applicable to current and former executive officers for three prior years upon restatement (and prior policy for pre-effective-date awards) .
• No tax gross-ups .

Investment Implications

• Alignment: Strong alignment via ownership guidelines (2x salary for other executive officers), long vesting on RSUs/PSUs, and prohibition on hedging/pledging; all executives were in compliance as of year-end 2024, reducing misalignment/pledging risk .
• Performance linkage: Annual incentives tied to Revenue/Adjusted EBITDA/Adjusted FCF/TRIR and LTIP tied to Adjusted EBITDA Margin/ROIC create clear operating and capital efficiency focus; 2024 results led to 50% of 2024 PSUs earned (EBITDA Margin) and partial earn on 2023 PSUs (EBITDA Margin), while ROIC tranches were not earned—suggesting rigorous hurdles and potential retention via staggered vesting through 2028–2029 .
• Retention risk: Lack of disclosed individual awards for Underwood limits visibility into her personal unvested equity and potential selling pressure; however, company-wide policies (multi-year vesting, double-trigger CIC, clawback) and ownership guidelines support retention and guardrails .
• Governance backdrop: High say-on-pay support (95.14%) and robust clawback/insider trading policies indicate investor-aligned governance; peer group recalibration in 2024–2025 may influence future pay positioning and targets .

Important disclosure gap: Underwood is not a NEO; the proxy does not provide her individual base salary, bonus targets/payouts, equity grant dates/amounts, ownership totals, or severance/CIC specifics. Where the analysis references compensation design and vesting, it reflects company-wide policies and NEO exemplars rather than Underwood-specific awards .