Robert Harrison
CLEAN HARBORSAbout Robert Harrison
Robert Harrison is Executive Vice President, Health & Safety at Clean Harbors (CLH). He joined the company in November 2022 and is age 54 as of March 31, 2025 . He holds B.A. and M.S. degrees in Occupational Safety and Health from Murray State University and is a Six Sigma Green Belt, Certified Safety Professional (CSP), and Certified Industrial Hygienist (CIH) . Prior roles include HSE & Quality Vice President at Air Liquide American Corp (2016–2022) and HSE leadership positions at Halliburton, Rolls Royce, Honeywell, and 3M . Company performance relevant to his remit: 2024 revenue $5,889,952k vs. $5,409,152k in 2023; Adjusted EBITDA $1,116,934k vs. $1,012,570k; Net income $402,299k vs. $377,856k; and TRIR 0.65 vs. 0.63 (safety trend is critical to incentive outcomes) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air Liquide American Corporation | HSE & Quality Vice President | 2016–2022 | Supported >800 locations and 6 business units; responsibility for ~2,000 miles of pipeline |
| Halliburton | HSE Director | Not disclosed | Senior safety leadership (oilfield services) |
| Rolls Royce | HSE Director | Not disclosed | Safety leadership in industrial/aerospace context |
| Honeywell | Health & Safety Manager | Not disclosed | Corporate safety management |
| 3M | Health & Safety Manager | Not disclosed | Corporate safety management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board or external directorships disclosed for Harrison |
Fixed Compensation
- Clean Harbors’ proxy itemizes compensation only for Named Executive Officers (NEOs). Harrison is an executive officer but not a NEO in 2024–2025; his individual base salary, target bonus, and actual bonus are not disclosed .
Company program parameters (context):
- Co-CEOs: base $900,000; Annual MIP 150% of salary; equity awards heavily performance-conditioned .
- Other NEOs: Annual MIP 50% plus SEIP 80% of salary in 2024; payout factors tied to company metrics (below) .
Performance Compensation
2024 Annual MIP metrics and outcomes (company-wide; used to determine payouts for eligible executives):
| Metric | Weighting | Target | 2024 Results Used for MIP | Payout Factor Basis |
|---|---|---|---|---|
| Revenue ($mm) | 20% | 5,685 | 5,551.8 | Contributed to 110.7% Co-CEO/McKim factor and 108.2% NEO factor |
| Adjusted EBITDA ($mm) | 40% | 1,100 | 1,090.0 | Contributed to payout; linear interpolation applied |
| Adjusted Free Cash Flow ($mm) | 20% | 385 | 393.5 | Contributed to payout |
| TRIR (safety) | 20% | 0.62 | 0.61 | Above target; drove safety payout component |
2024 Performance Share framework (applies to NEOs; Harrison’s grant not disclosed):
- Metrics: Adjusted EBITDA Margin and Adjusted ROIC, each 50% weight; thresholds/targets 19.4%/19.5% margin; 12.2%/12.9% ROIC .
- Outcome: On March 7, 2025, EBITDA Margin target achieved for 2024 → 50% of 2024 performance shares earned; vest 5 tranches starting Mar 15, 2025 through Mar 15, 2029 (subject to continued employment). ROIC not at target for 2024; remains eligible based on 2025 performance .
- 2023 awards assessed on 2024 results: 58.3% earned on EBITDA Margin; 41.7% of EBITDA-margin portion and 100% of ROIC portion forfeited; vesting 2025–2028, subject to employment .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock ownership guidelines | Co-CEOs: 6x salary; other NEOs: 3x; other executive officers: 2x salary. Restricted shares that are earned count; unearned performance shares do not. Hardship waivers possible but none requested . |
| Compliance status | As of Dec 31, 2024, all directors and executive officers complied with ownership guidelines (includes Harrison as an executive officer) . |
| Hedging/pledging | Insider Trading Policy prohibits hedging, shorting, holding in margin accounts, or pledging company securities by directors and executive officers . |
| Option usage | Company has not granted stock options in >10 years; no option repricing . |
Harrison-specific share ownership:
- The Security Ownership table itemizes directors and NEOs; Harrison is not listed individually. No specific beneficial ownership disclosed for Harrison; executive officers as a group held 3,045,446 shares (5.6%) as of March 24, 2025 .
Employment Terms
| Topic | Terms (Applicable company-wide; Harrison’s specific agreements not individually disclosed) |
|---|---|
| Employment agreements | No term employment agreements; executives have offer letters for role terms and equity eligibility . |
| Severance (Key Employee Retention Plan) | For covered executives (excluding Mr. McKim): if terminated not for cause and not in connection with CoC → base salary for 1 year; benefits up to 12 months; up to $15k outplacement if unemployed . |
| Co-CEO severance | Co-CEOs receive 24 months base and average of last two annual bonuses over 24 months, plus benefits up to 24 months on non-CoC termination . |
| Change-of-control (double trigger) | Lump-sum severance if post-CoC role is not equal or termination within one year; performance criteria deemed midpoint for in-year MIP payout . |
| Equity in CoC | If awards not assumed/substituted, time-based and performance-based awards vest per plan; performance awards use target for proration when not assumed; if assumed, full vesting upon termination without cause or for good reason within 24 months post-Reorg event . |
| Clawback | NYSE/SEC-compliant clawback effective Oct 2, 2023; 3-year lookback for excess incentive compensation after restatement; prior policy also allowed recoupment for misconduct causing reputational/economic damage . |
| Non-compete/confidentiality | Required under severance agreements for covered executives . |
Investment Implications
- Alignment and incentives: Harrison operates under stringent safety KPIs embedded in annual incentives (TRIR 20% weight), aligning his remit with payout outcomes and broader shareholder risk management . Long-term incentives emphasize margin and ROIC, reinforcing value creation and operational discipline across the executive bench; 2024 EBITDA margin performance led to 50% PSU earning, signaling execution on profitability .
- Retention risk: Executives are covered by severance and change-of-control protections, with double-trigger equity acceleration policies that mitigate abrupt exit risk without encouraging short-term behavior; Harrison’s specific severance terms are not disclosed but are likely governed by standard frameworks .
- Trading signals and potential selling pressure: Company prohibits hedging/pledging, reducing forced-selling or misaligned risk. Executives’ time-based and performance share vesting schedules create periodic vesting events; however, Harrison’s individual grants are not disclosed, limiting visibility into his personal sell windows .
- Governance and pay sensitivity: Say-on-pay support remains strong (95.14% in 2024; 93.7% in 2023), indicating investor approval of pay-for-performance design that ties annual cash to revenue/EBITDA/FCF/TRIR and long-term equity to EBITDA margin and ROIC . Compensation peer group updates in 2025 added Ecolab and Chemours, suggesting benchmarking against larger, chemicals/industrial services peers, potentially elevating pay targets over time .
Appendix: Supporting Data Tables
Company performance context
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($000s) | 5,409,152 | 5,889,952 |
| Net Income ($000s) | 377,856 | 402,299 |
| Adjusted EBITDA ($000s) | 1,012,570 | 1,116,934 |
| Cash Flow from Operations ($000s) | 734,552 | 777,771 |
| Adjusted Free Cash Flow ($000s) | 321,902 | 357,882 |
| TRIR | 0.63 | 0.65 |
2024 Annual MIP metrics
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Revenue ($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 Performance Share metrics
| Metric | Threshold | Target |
|---|---|---|
| Adjusted EBITDA Margin | 19.4% | 19.5% |
| Adjusted ROIC | 12.2% | 12.9% |
Say-on-pay outcomes
| Year | Approval % |
|---|---|
| 2023 vote (held May 24, 2023) | 93.7% |
| 2024 vote (held May 22, 2024) | 95.14% |
Compensation peer group changes (benchmarking)
- 2025 update: Added Ecolab Inc. and The Chemours Company; removed EMCOR, Heritage-Crystal Clean, and Stanley Black & Decker; used for 2025 benchmarking .
- 2024 benchmarking peer set listed (industrial services, waste, engineering) .
Notes on Coverage Gaps
- Harrison’s individualized compensation (base, target/actual bonus, grants) and beneficial ownership are not itemized in the proxy because he was not a Named Executive Officer. Program-level details and compliance policies have been provided to evaluate alignment, retention risk, and incentive structures .
Investment Implications
- Pay-for-safety and profitability: Executive incentives explicitly tie to TRIR and EBITDA/ROIC, aligning Harrison’s remit with shareholder risk reduction and margin discipline. 2024 EBITDA margin PSU earning indicates progress; ROIC remains a watchpoint before 2025 assessment .
- Retention balanced with discipline: Double-trigger CoC protection and standard severance are moderate and contingent on non-compete compliance—supporting talent retention without outsized golden parachute risk; clawback strengthens downside governance .
- Limited visibility into personal selling pressure: Hedging/pledging bans and guideline compliance reduce misalignment risk; lack of Form 4 detail on Harrison limits trade signal analysis. Monitor future proxies and 8-Ks for any changes in roles, agreements, or awards .