Douglas Casella
CASELLA WASTE SYSTEMSAbout Douglas R. Casella
Douglas R. Casella, age 68, is Vice Chairman of Casella Waste Systems (CWST) and has served on the Board since 1993 . He is President of Casella Waste Management, Inc., a wholly-owned CWST subsidiary, and Vice President of Casella Construction, Inc.; he is the brother of CEO John W. Casella . His core credentials and board-identified skills are Solid Waste Operations & Logistics and Engineering . He is a Class I director nominated for re-election to a term ending at the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Casella Waste Systems, Inc. | Vice Chairman; Director (Class I) | Director since 1993; current Class I term to 2025; nominated to 2028 | No committee memberships |
| Casella Waste Management, Inc. (CWST subsidiary) | President | Evidenced by fiscal 2024 RSU award; current | Operational leadership; RSU award grant date fair value $165,023 (FY2024) |
| Casella Construction, Inc. | Vice President | Current | Private contractor to CWST; related-party transactions (see below) |
External Roles
| Organization | Role/Relationship | Notable Details |
|---|---|---|
| Casella Construction, Inc. | Vice President; company owned by John W. Casella, Douglas R. Casella, and family | CWST purchased services totaling $7,761,659 in FY2024; $477,265 outstanding at FY2024; CWST also recorded $242,125 of revenues from providing services to Casella Construction in FY2024; projects >$500k follow a three-bid process overseen by Audit Committee procedures |
| Casella Associates, LLP | Co-owner (Messrs. John and Douglas Casella) | CWST leases HQ (Rutland, VT) and Montpelier, VT facility; aggregate monthly payments $34,127; CPI-based escalation; HQ lease expires Feb 28, 2039; Montpelier lease extended through May 2039 |
| Bola, Inc. | Co-owner (Messrs. John and Douglas Casella) | Historic Whitehall, NY landfill; CWST pays post-closure obligations; $14,561 paid in FY2024; $16,824 accrued at FY2024 year-end |
Board Governance
- Committee memberships/chairs: None; Mr. Casella does not serve on Audit, Compensation & Human Capital, or Nominating & ESG committees .
- Independence: Not independent under Nasdaq rules; Board identified independent directors do not include Douglas R. Casella; he is a company officer and brother of the CEO .
- Attendance: Board met 7 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings; six directors attended the 2024 Annual Meeting .
- Election/structure: Classified Board; Mr. Casella is a Class I nominee for re-election to 2028; majority vote resignation policy applies in uncontested elections .
- Lead Independent Director: Joseph G. Doody; independent executive sessions are part of governance guidelines .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Director annual retainer (cash) | $0 – CWST does not pay additional director compensation to employee directors; applies to John W. Casella and Douglas R. Casella |
| Committee membership/chair fees | $0 – not applicable; no committee service and employee director status |
Performance Compensation
| Award Type | Grant Date | Terms | Value/Details |
|---|---|---|---|
| Restricted Stock Units (RSUs) | FY2024 | Award in connection with service as President of Casella Waste Management, Inc. | Grant date fair value $165,023 |
Clawback and risk controls: CWST’s Amended and Restated Compensation Clawback Policy (Oct 2023) provides recovery of excess incentive-based compensation upon restatement; applies to current/former executive officers and, under certain circumstances, other employees . Hedging, short sales, and derivatives are prohibited; pledging is prohibited for directors/officers absent exceptional approval (including Audit Committee review for directors/officers) .
Company incentive plan metrics (for context on pay-for-performance design used for NEOs):
| Fiscal 2024 Metrics (NEO plan) | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | 110.1 | 104.3 | 24.1% |
| Adjusted Free Cash Flow ($mm) | 45% | 146.1 | 158.3 | 200% |
| Improvement in Total Recordable Incident Rate | 5% | 4.99 | 5.08 | 64.8% |
| Improvement in Turnover Rate | 5% | 27.2% | 26.6% | 100% |
| Overall payout vs target | — | — | — | 114.1% |
Note: Metrics above illustrate Compensation Committee’s performance design for named executive officers; Mr. Douglas R. Casella’s disclosed FY2024 award is time-based RSUs; no PSUs or bonus metrics are disclosed for him in the proxy .
Other Directorships & Interlocks
| Entity | Relationship to CWST | 2024 Amounts/Terms | Process/Controls |
|---|---|---|---|
| Casella Construction, Inc. | Contractor and related party | Purchased services: $7,761,659; outstanding payables: $477,265; CWST revenues from services provided: $242,125 | Audit Committee procedures mandate ≥3 qualified bids, third-party engineer tabulation for related-party bids >$500k; Board/credit agreement requires arm’s-length terms |
| Casella Associates, LLP | Landlord (HQ & Montpelier) | Aggregate monthly lease payments: $34,127; CPI escalators; HQ lease to 2039; Montpelier lease to 2039 | Standard lease terms disclosed; related-party transaction oversight |
| Bola, Inc. | Historic landfill owner | FY2024 payments: $14,561; accrual at year-end: $16,824 | Ongoing post-closure obligations |
Expertise & Qualifications
- Skills: Solid Waste Operations & Logistics; Engineering .
- Board alignment: Deep operational experience in CWST’s core businesses; family owners/operators with long-term industry ties .
Equity Ownership
| Ownership (as of Mar 31, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 599,378 | <1% (star denotes <1%) | Includes 105,278 Class A held directly plus 494,100 Class A issuable upon conversion of Class B |
| Class B Common Stock | 494,100 | 50.0% | Breakdown: 169,000 (direct), 57,100 (spouse), 131,000 (spousal trust for spouse, spouse trustee), 137,000 (spousal trust for Douglas, Douglas trustee) |
| Combined voting percentage | — | 6.97% | Class B carries 10 votes/share; combined Class A (62,475,017 votes) + Class B (9,882,000 votes) total 72,357,017 votes |
Dual-class context: Class A has 1 vote/share; Class B has 10 votes/share; the classes vote together except as required by law .
Insider Trades
| Date/Period | Form 4 Detail | Notes |
|---|---|---|
| FY2023 | One late Form 4 filing by Doug Casella to report a gift of Class B shares | Company disclosed the late filing under Section 16(a) compliance |
Governance Assessment
- Alignment/experience: Decades-long operator in solid waste with engineering and logistics expertise; sustained board tenure since 1993; Class I nominee for re-election to 2028 .
- Independence and committees: Not independent; holds executive role (President of subsidiary) and does not serve on key Board committees, limiting participation in audit/comp/human capital governance processes .
- Ownership/skin-in-the-game: Significant economic and voting alignment via Class B (50% of Class B; 6.97% combined voting power), plus Class A holdings; conversion rights provide flexibility .
- Compensation: No director fees or equity for board service due to employee status; received time-based RSUs ($165,023 grant-date fair value) for subsidiary leadership .
- Attendance/engagement: Board met seven times; all directors met ≥75% attendance; suggests baseline engagement .
- RED FLAGS:
- Extensive related-party exposure: Material transactions with Casella Construction ($7.76M FY2024), long-dated leases with Casella Associates LLP (to 2039), and obligations tied to Bola, Inc.; while mitigated by Audit Committee bidding protocols, these relationships create potential conflicts requiring strict oversight .
- Family ties and dual roles: Brother of the CEO and senior executive of a subsidiary; not independent; concentrated voting power through Class B may influence governance dynamics .
- Section 16 compliance note: One late Form 4 in FY2023 (gift), a modest process risk signal though not financially material .
Shareholder context: CWST’s say-on-pay support was 97.7% at the 2024 Annual Meeting, indicating broad investor approval of compensation practices, though this pertains to named executive officers rather than Mr. Casella’s employee-director status .