Robert Willett
CLEAN HARBORSAbout Robert J. Willett
Robert J. Willett (age 57) has served on Clean Harbors’ Board since 2019 as an independent director. He is CEO and a director of Cognex Corporation (NASDAQ: CGNX), with prior senior roles at Danaher (including President of Videojet Technologies) and as CEO of Willett International, and holds a BA from Brown University and an MBA from Yale University . He is classified independent under NYSE rules; overall Board and committee attendance in 2024 exceeded 95%, with each director at least 75%, and all directors attended the 2024 annual meeting in person .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognex Corporation | CEO; Director | CEO since 2011; Director since 2011 | Oversees strategy and operations; deep industrial/technology expertise |
| Cognex Corporation | COO | 2010 | Operational leadership |
| Cognex Corporation | EVP & President, Modular Vision Systems Division | 2008–2010 | Ran major business unit |
| Danaher Corporation | Group VP, Business Development & Innovation | Pre-2008 | Strategic innovation for Product Identification |
| Videojet Technologies (Danaher subsidiary) | President | Pre-2008 | Product ID segment leadership |
| Willett International Ltd. | CEO | 1998–2003 | Led global private coding company; sold to Danaher in 2003 |
External Roles
| Organization | Role | Public/Private | Tenure | Committees |
|---|---|---|---|---|
| Cognex Corporation (CGNX) | Director | Public | Since 2011 | Not specified in CLH proxy |
Board Governance
- Committee assignments: Compensation & Human Capital Committee; Corporate Governance & Sustainability Committee (member; not a chair) .
- Independence: Determined independent by the Board; 10 of 13 directors independent, including Willett .
- Attendance & engagement: Board met 6 times in 2024; overall attendance >95%; each director ≥75%; all directors attended the 2024 annual meeting .
- Committee activity levels: Audit (6 meetings), Compensation & Human Capital (5), Corporate Governance & Sustainability (4), Environmental, Health & Safety (4), Ad Hoc Cyber (4) in 2024 .
- Lead Independent Director: Edward G. Galante; presides over executive sessions and meets at least quarterly with Executive Chair and Co-CEOs .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Committee/Chair fees | $0 | No chair roles for Willett in 2024 |
| Meeting fees | $0 | Company does not pay meeting fees |
| Equity grant | 836 restricted shares; grant-date fair value $179,656 | Granted after 2024 annual meeting; vests at start of 2025 annual meeting if serving |
| Total 2024 director compensation | $269,656 | Fees earned $90,000; stock awards $179,656 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based equity or cash | None for non-employee directors; equity is time-based RSUs only |
| Options | None granted or held |
| Vesting schedule | 2024 RSUs vest at start of 2025 annual meeting with continued service |
Other Directorships & Interlocks
- Current public company board: Cognex Corporation (director since 2011) .
- Compensation committee interlocks: None—C&HC members (including Willett) have not served as CLH officers/employees and have no Item 404 relationships requiring disclosure .
- Shared directorships with competitors/suppliers/customers: Not disclosed in CLH proxy .
Expertise & Qualifications
- Industrial technology leadership; machine vision domain expertise; leadership development .
- Education: BA (Brown); MBA (Yale) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,587 | As of March 24, 2025; less than 1% of class |
| Ownership % of outstanding | <1% | 54,202,256 shares outstanding on record date |
| Unvested RSUs (as of 12/31/2024) | 836 | Standard non-employee director grant |
| Stock ownership guidelines | 5x annual cash retainer required for directors | |
| Compliance status | All directors/officers in compliance as of 12/31/2024 | |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Strengths: Independent director on governance and compensation committees; high board-level attendance; clear director compensation structure without options; strong stock ownership guidelines with documented compliance; robust clawback policy implemented per NYSE/SEC rules .
- Alignment: Receives time-based equity; beneficial ownership in CLH; hedging/pledging prohibited; director equity vests tied to continued service, promoting longer-term alignment .
- Conflicts: No related-party transactions disclosed for Willett; C&HC interlock/insider participation clean; Board policy and Audit Committee oversight of RPTs robust .
- Engagement signals: Say-on-Pay support at 95.14% in 2024 indicates constructive shareholder sentiment toward compensation governance .
- Workload considerations: CLH limits outside boards; for public-company CEOs, max two outside boards in addition to employer’s board—Willett’s roles appear within guideline (CLH + Cognex) .
RED FLAGS: None disclosed specific to Willett—no attendance issues reported; no Item 404 related-party transactions; no option repricing; hedging/pledging prohibited .