Bradford Helgeson
CASELLA WASTE SYSTEMSAbout Bradford Helgeson
Bradford J. Helgeson (age 48) serves as Executive Vice President and Chief Financial Officer of Casella Waste Systems (since November 6, 2023). He holds a B.A. in Economics and History from Bowdoin College and previously served as CFO of Covanta and Vice President/Treasurer at Covanta and Waste Services after an investment banking career at DLJ and Lehman Brothers . During his tenure, CWST delivered 2024 revenue growth of 23.1% and Adjusted EBITDA growth of 22.4% YoY, with five-year TSR up 129.9% through 12/31/24, and the company achieved above-target 2024 bonus outcomes via strong Free Cash Flow performance; the Compensation Committee also tightened goals post-acquisitions to avoid windfalls, indicating alignment of pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Covanta Holding Corporation | EVP & Chief Financial Officer | 2013–2022 | Led finance, capital allocation, and treasury at a public environmental services company |
| Covanta Holding Corporation | Vice President & Treasurer | 2007–2013 | Oversaw liquidity, debt capital markets, and risk management |
| Waste Services, Inc. | Vice President of Finance & Treasurer | 2004–2007 | Finance leadership in environmental services, integration and funding of growth |
| DLJ; Lehman Brothers | Investment Banking | 1998–2004 | M&A and capital markets execution foundational to later CFO roles |
External Roles
No public company board or external directorships disclosed for Mr. Helgeson in CWST filings .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Base Salary | $450,000 |
| Target Annual Cash Incentive (% of salary) | 85% |
| Target Annual Cash Incentive ($) | $382,500 |
| Actual 2024 Bonus Payout (% of target) | 114.1% |
| Actual 2024 Bonus Paid ($) | $436,338 |
| Perquisites/Other (2024): 401(k) match; car allowance | $3,345; $7,200 |
Performance Compensation
Annual Cash Incentive Plan – Structure, Goals, Results (FY2024)
| Measure | Weight | Minimum (0%) | Threshold (60%) | Target (100%) | 150% | Max (200%) | Actual | Payout % |
|---|---|---|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | 102.7 | 106.6 | 110.1 | 113.2 | 118.5 | 104.3 | 24.1% |
| Adjusted Free Cash Flow ($mm) | 45% | 129.0 | 145.1 | 146.1 | 148.3 | 154.7 | 158.3 | 200% |
| Improvement in Total Recordable Incident Rate | 5% | 5.25 | 5.09 | 4.99 | — | — | 5.08 | 64.8% |
| Improvement in Turnover Rate | 5% | 29.4% | 28.1% | 27.2% | — | — | 26.6% | 100% |
| Overall Payout vs Target | 114.1% |
Notes: 2024 goals were pro rata adjusted to incorporate Whitetail acquisition to avoid windfalls; plan included an FCF gate and ESG metrics (safety and turnover) to reinforce human capital performance .
Equity Awards (granted 2024)
| Award Type | Grant Date | Shares/Target | Maximum Shares | Grant Date Fair Value ($) | Vesting / Performance | Metrics & Period |
|---|---|---|---|---|---|---|
| PSUs (annual) | 3/12/2024 | 5,593 | 13,423 | 589,223 | Cliff at end of 3-year period; TSR multiplier 80–120% | 50% Adj FCF + 50% Adj EBITDA (measured in 2026) + Relative TSR vs Russell 2000 (2024–2026) |
| RSUs (annual) | 3/12/2024 | 1,864 | — | 174,974 | 1/3 annually over 3 years | Service-based |
| New-hire RSUs | 11/6/2023 | 1,881 | — | $150,000 target value | 1/3 annually over 3 years | Service-based |
| New-hire Stock Options | 11/6/2023 | 17,500 (3,500 ex./14,000 unex. as of 12/31/24) | — | — | 1/5 annually over 5 years; $79.72 strike; exp. 11/6/2033 | Service-based |
Context: For legacy awards to other NEOs, 2022 PSUs vested at 220% of target (max 200% financials × 110% TSR multiplier at ~71.7th percentile), underscoring pay-for-performance calibration; Helgeson did not receive 2022 PSUs (joined 11/2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 4,981 Class A shares; <1% of class |
| Outstanding Equity (12/31/2024) – RSUs | 1,254 unvested (new-hire RSUs); 1,864 unvested (2024 annual RSUs) |
| Outstanding Equity (12/31/2024) – PSUs | 5,593 target (2024–2026 cycle) |
| Stock Options (12/31/2024) | 3,500 exercisable; 14,000 unexercisable; $79.72 strike; exp. 11/6/2033 |
| 2024 Vested Stock Awards | 627 shares vested; $67,033 value realized |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except case-by-case non-margin exceptions with CFO/GC and Audit Committee approval |
| Executive Ownership Guidelines | CFO must hold ≥2× salary; if not met, must retain shares until compliant; as of Mar 1, 2025 Helgeson not yet in compliance (recent hire) |
Employment Terms
| Provision | Key Terms (Helgeson) |
|---|---|
| Employment Agreement | Dated Oct 31, 2023; EVP & CFO effective Nov 6, 2023 |
| Severance – Termination Without Cause or For Good Reason | Cash = highest base salary + target annual cash incentive; 1 year healthcare; acceleration of options/RSUs/other equity |
| Non-Compete / Non-Solicit | 1-year non-compete within 100 miles of any CWST facility; 1-year non-solicit |
| Change-in-Control (Plan-level) | Double-trigger acceleration under Amended & Restated 2016 Incentive Plan (no automatic single-trigger vesting) |
| Clawback | Amended & Restated Compensation Clawback Policy (Oct 2023): recoup excess incentive comp for restatements; expanded recovery for misconduct/fraud |
Illustrative Potential Payments (as of 12/31/2024)
| Scenario | Cash Payments ($) | Benefits Value ($) | Accelerated RSUs/PSUs ($) | Accelerated Options ($) |
|---|---|---|---|---|
| Termination Without Cause | 832,500 | 21,873 | 329,916 | 365,260 |
| Termination For Good Reason | 832,500 | 21,873 | 329,916 | 365,260 |
| Change-in-Control + Termination (Double Trigger) | 832,500 | 21,873 | 921,711 | 365,260 |
| Disability | 832,500 | 21,873 | 921,711 | 365,260 |
| Death | 832,500 | — | 921,711 | 365,260 |
Performance & Track Record
- Company execution: 2024 revenues +$292.7m (+23.1% YoY); Adjusted EBITDA +$66.0m (+22.4% YoY); net cash from ops +$48.3m (+20.7% YoY); Adjusted FCF +$30.0m (+23.4% YoY) vs 2023 .
- Shareholder value: stock up 129.9% (12/31/19–12/31/24), exceeding Russell 2000 and peer group .
- Incentive rigor: 2024 bonus metrics weighted to Adj FCF and Adj Operating Income (90% combined), with ESG safety/turnover modifiers; goals tightened post-Whitetail/Royal acquisitions to avoid windfalls; PSU cycles also adjusted to preserve target rigor on Adj FCF/EBITDA, with relative TSR multiplier vs Russell 2000 .
Compensation Structure Analysis
- Mix and risk: Majority of total target pay at risk; 75% of annual equity in PSUs, 25% RSUs; no long-term cash; independent advisor (Pay Governance); strong say-on-pay support (97.7% in 2024) .
- Metric design: Heavy weighting to Adj FCF/EBITDA aligns with capital efficiency and M&A integration; Relative TSR overlay introduces external performance discipline .
- Governance safeguards: Double-trigger CoC vesting; clawback policy; hedging/pledging restrictions; no repricing; minimum vesting; no evergreen .
- Red flags: None disclosed for Helgeson—no related-party transactions; no excise tax gross-ups in future agreements; limited perquisites .
Equity Ownership & Alignment Detail
| Component | Status/Detail |
|---|---|
| Skin-in-the-game | 4,981 owned shares (3/31/25) plus significant unvested PSUs/RSUs and unexercisable options |
| Pledging/Hedging | Prohibited (with narrow pledge exception requiring approval); reduces alignment risk |
| Ownership Guidelines | CFO 2× salary; must retain shares until compliance; not yet met as of 3/1/25 (recent hire) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 97.7%—strong shareholder endorsement of pay program design and alignment .
Employment Contracts, Severance & CoC Economics
- Severance multiple: Salary + target bonus with one-year benefits and full equity acceleration upon termination without cause/for good reason; double-trigger acceleration under plan for CoC; standard 1-year non-compete/non-solicit for CFO .
- Implications: Provides retention and transaction certainty but with performance-tilted equity mix; quantified CoC+termination value (as of 12/31/24) totals ~$1.18m in cash/benefits plus ~$1.29m equity acceleration .
Investment Implications
- Alignment: High at-risk mix (PSUs 75%) tied to Adj FCF/EBITDA and relative TSR supports capital discipline and value-creation focus; ESG safety/turnover incentives should aid labor stability and margin resilience .
- Retention risk: Meaningful unvested equity and 5-year option vesting schedule, plus 1-year non-compete, reduce near-term attrition risk; severance/CoC terms provide continuity through M&A cycles .
- Trading signals: 2024 bonus paid above target (114.1%) driven by strong FCF; PSU re-targeting post-acquisitions indicates a stringent committee posture—positive for pay-for-performance; no Form 4 selling flagged in filings and only minimal vesting activity (627 shares) in 2024 for Helgeson, limiting near-term selling pressure from his awards .
- Execution watch-outs: Operating income underperformed target in 2024 while FCF/EBITDA outperformed—monitor margin trajectory and integration of Whitetail/Royal given bonus goal adjustments and PSU retargeting to sustain rigor and avoid windfalls .