Sharon Gabriel
CLEAN HARBORSAbout Sharon Gabriel
Sharon M. Gabriel is Executive Vice President and Chief Information Officer at Clean Harbors (CLH), age 49, appointed CIO in October 2018 after joining the company in 2001; she holds a BS in Environmental Science from New England College . She leads enterprise technology strategy including artificial intelligence, robotic process automation, mobility applications, and oversees cybersecurity preparedness and incident response . Company performance in 2024: revenue $5,889.9 million vs. $5,409.2 million in 2023, net income $402.3 million vs. $377.9 million, adjusted EBITDA $1,116.9 million vs. $1,012.6 million; TRIR improved to 0.61 target level for incentive payout (safety metric) . Clean Harbors’ TSR since 2020 (fixed $100) reached $268.28 in 2024, with peer TSR at $191.06, underscoring strong long-term value creation during Gabriel’s tenure as CIO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Harbors | Senior Vice President, Management Information Systems | Pre-2018 | Built MIS capabilities; foundation for scaling AI/RPA and cybersecurity management later as CIO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
Compensation snapshot (as of Dec 31, 2024)
| Component | Value |
|---|---|
| Base Salary ($) | 450,000 |
| Target Annual MIP (% of salary) | 50% |
| Target SEIP (% of salary) | 80% |
| Combined Target Incentive (% of salary) | 130% |
Multi-year summary compensation (USD)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 410,003 | 450,000 |
| Stock Awards ($) | 140,645 | 897,511 |
| Non-Equity Incentive ($) | 483,595 | 625,989 |
| All Other Compensation ($) | 4,250 | 4,422 |
| Total ($) | 1,038,493 | 1,977,922 |
Performance Compensation
Annual MIP metrics and 2024 outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | NEO Performance Factor |
|---|---|---|---|---|---|---|
| Revenue ($USD Millions) | 20% | 5,117 | 5,685 | 6,524 | 5,551.8 | 19.5% |
| Adjusted EBITDA ($USD Millions) | 40% | 1,045 | 1,100 | 1,155 | 1,090.0 | 39.0% |
| Adjusted Free Cash Flow ($USD Millions) | 20% | 347 | 385 | 424 | 393.5 | 21.7% |
| TRIR (Safety) | 20% | N/A | 0.62 | 0.61 | 0.61 | 28.0% |
| Total Performance Factor | — | — | — | — | — | 108.2% |
Actual 2024 bonus payments (calculated by CLH, paid Q1 2025)
| Component | Payout |
|---|---|
| Annual MIP Payout ($) | 243,492 |
| SEIP Payout (% of salary) | 85.0% |
| SEIP Payout ($) | 382,497 |
| Total Combined Cash Bonus ($) | 625,989 |
Performance Share (PSU) structure and status
| Grant Year | Metric | Weight | Threshold | Target | 2024 Assessment | Earned/Forfeited |
|---|---|---|---|---|---|---|
| 2024 PSUs | Adjusted EBITDA Margin | 50% | 19.4% | 19.5% | Target achieved; 50% of total 2024 PSU earned | 50% earned; vests ratably Mar 15, 2025–2029 |
| 2024 PSUs | Adjusted ROIC | 50% | 12.2% | 12.9% | Not achieved in 2024; remains eligible based on 2025 | 50% pending; forfeited if 2025 below threshold |
| 2023 PSUs | Adjusted EBITDA Margin | 50% | 19.7% | 20.3% | 2024 above threshold; 58.3% earned | 58.3% earned; vests ratably Mar 15, 2025–2028 |
| 2023 PSUs | Adjusted ROIC | 50% | 13.6% | 14.6% | 2024 below threshold | 100% forfeited |
Time-based RSU grants and vesting cadence (2024 cycle)
| Grant Date | Shares | Vesting |
|---|---|---|
| 1/1/2024 | 3,000 | Vests annually over 3 years (market adjustment award) |
| 2/1/2024 | 765 | 60% on 2/1/2027; 20% on 2/1/2028 and 2/1/2029 |
2024 equity grant sizing and fair values (plan-based awards)
| Grant Date | Type | Target/Threshold Shares | Grant-date Fair Value ($) |
|---|---|---|---|
| 2/1/2024 | 2024 PSUs (target) | 2,803 shares | 241,927 |
| 2/1/2024 | Time-based RSUs | 765 shares | 132,054 |
| 1/1/2024 | Time-based RSUs (market adjustment) | 3,000 shares | 523,530 |
Equity Ownership & Alignment
- Beneficial ownership: 28,291 CLH shares (less than 1% of outstanding; shares outstanding 54,202,256 as of 3/24/2025) .
- Ownership guidelines: NEOs (other than Co-CEOs) must hold stock valued at 3× annual base salary; all directors and executive officers were in compliance as of 12/31/2024 .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, holding CLH securities in margin accounts, and pledging as collateral .
- Options: Company has not granted stock options to NEOs for more than ten years .
Outstanding equity awards (as of Dec 31, 2024)
| Grant Date | Type | Unvested/Earned Shares | Notes |
|---|---|---|---|
| 7/1/2020 | Time-based RSUs | 343 | 60% on 3rd anniversary; 20% on 4th and 5th anniversaries |
| 7/1/2021 | Time-based RSUs | 494 | 60% on 4th anniversary; 20% on 5th and 6th anniversaries |
| 7/1/2021 | Earned PSUs | 987 | Vests ratably on 7/1/2025 and 7/1/2026 |
| 2/7/2022 | Time-based RSUs | 1,272 | 60% on 2/7/2025; 20% on 2/7/2026 and 2/7/2027 |
| 2/7/2022 | Earned PSUs | 2,797 | Vests on 3/15/2025, 3/15/2026, 3/15/2027 |
| 2/1/2023 | Time-based RSUs | 1,077 | 60% on 2/1/2026; 20% on 2/1/2027 and 2/1/2028 |
| 2/1/2023 | Earned PSUs | 1,151 | Vests ratably on 3/15/2025–3/15/2028 |
| 1/1/2024 | Time-based RSUs | 3,000 | Vests annually over 3 years |
| 2/1/2024 | Time-based RSUs | 765 | 60% on 2/1/2027; 20% on 2/1/2028 and 2/1/2029 |
| 2/1/2024 | 2024 PSUs earned | 1,402 | Earned based on 2024 EBITDA margin; vests ratably 3/15/2025–3/15/2029 |
| 2/1/2024 | 2024 PSUs unearned | 701 | Pending based on 2025 ROIC; forfeited if below threshold |
2024 vesting activity
| Metric | Value |
|---|---|
| Shares acquired on vesting in 2024 (#) | 2,687 |
| Value realized on vesting ($) | 562,240 |
Employment Terms
- Plan participation: Key Employee Retention Plan (KERP), MIP, and 2020 Stock Incentive Plan; no term employment agreement .
- Clawback policy: NYSE/SEC-compliant clawback adopted Oct 2, 2023; recoupment of excess incentive comp upon restatement over prior 3 fiscal years; prior policy also allowed recoupment for misconduct causing reputational/economic damage .
- Change-in-control mechanics: Cash bonuses paid immediately/pro-rata at midpoint if CoC occurs; equity accelerates only with double trigger (termination within 12–24 months) or if awards are not assumed/substituted; “change in control” requires >50% ownership change or board majority change .
- Tax gross-ups: Not provided to executive officers .
Potential payments (as of Dec 31, 2024)
| Scenario | Base Salary ($) | MIP Bonus ($) | Stock Awards ($) | Other Benefits ($) |
|---|---|---|---|---|
| Termination without cause (no CoC) | 450,000 | 625,988 | — | 25,841 |
| Involuntary termination in connection with CoC | 450,000 | 625,988 | 3,380,757 | 25,841 |
| Death or Disability | — | 625,988 | 1,458,397 | — |
| Dissolution or Liquidation | — | — | 3,380,757 | — |
Investment Implications
- Pay-for-performance alignment: 2024 total bonus paid at 108.2% of target for NEOs, with MIP tied to revenue, EBITDA, FCF, and TRIR; performance shares earned strictly on EBITDA margin/ROIC, signaling disciplined operating and capital efficiency focus .
- Equity-heavy incentives without options: Mix is dominated by RSUs/PSUs; no options and no hedging/pledging permitted, plus strong ownership guidelines (3× salary) and universal compliance, indicating high alignment and reduced risk of leverage-driven selling .
- Vesting calendar and potential selling pressure: Multiple annual tranches vest on March 15 (2025–2029), July 1 (2025–2026), and February 1 across years per grant schedules, which can create predictable windows of potential supply from tax-related sales or diversification; monitor Form 4s around these dates .
- Retention and CoC economics: Single-year salary continuation under KERP for CIO, with double-trigger equity acceleration on CoC only; absence of tax gross-ups and presence of clawbacks are governance positives that mitigate shareholder risk .
- Shareholder sentiment and peer benchmarking: Say-on-pay support at 95.14% (May 2024) and ongoing use of an updated peer set (adding Ecolab and Chemours in 2024) suggest credible benchmarking and board responsiveness to investors .