Edmond Coletta
CASELLA WASTE SYSTEMSAbout Edmond Coletta
Edmond “Ned” R. Coletta is President of Casella Waste Systems (CWST) since July 2022; he joined CWST in 2004 and previously served as SVP, CFO & Treasurer (2012–2022). He holds an MBA from Dartmouth’s Tuck School and a BS in Materials Science Engineering from Brown; prior roles include CFO/Director at Avedro, Inc. and R&D Engineer at Lockheed Martin Michoud Space Systems. Age 47 as of FY2022 executive officer roster; during FY2024 CWST delivered revenue growth of $292.7m (+23.1% YoY) and Adjusted EBITDA +$66.0m (+22.4%), with 5‑year TSR up 129.9% (Dec‑2019 to Dec‑2024) and 2024 say‑on‑pay approval of 97.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Casella Waste Systems | President and CFO | 2022–present | Oversaw finance and operations; continued execution on adjusted FCF/EBITDA and TSR‑linked incentive frameworks . |
| Casella Waste Systems | SVP, CFO & Treasurer | 2012–2022 | Led capital markets/credit agreements, M&A integration, KPI/compensation alignment . |
| Casella Waste Systems | VP Finance & IR; Director Finance & IR | 2005–2012 | Built investor relations and finance infrastructure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avedro, Inc. (FKA ThermalVision, Inc.) | Co‑founder; CFO; Board member | 2002–2004 | Early‑stage medical device finance and governance . |
| Lockheed Martin Michoud Space Systems | R&D Engineer | 1997–2001 | Technical engineering leadership . |
| Killington Mountain School | Board of Trustees | 2020–present | Education governance (non‑public) . |
Fixed Compensation
Multi‑year summary compensation for Edmond R. Coletta:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 466,796 | 483,134 | 515,134 |
| Stock Awards ($) | 886,895 | 861,608 | 1,091,723 |
| Option Awards ($) | 2,175,161 | — | — |
| Non‑Equity Incentive ($) | 684,687 | 241,763 | 587,641 |
| All Other Comp ($) | 15,826 | 15,669 | 16,263 |
| Total ($) | 4,229,365 | 1,602,174 | 2,210,761 |
Supplemental 2024 fixed elements:
- Base salary increased to $515,134 (+6.62% YoY) .
- Target annual cash incentive: 100% of base ($515,134) ; actual payout 114.1% ($587,641) .
Performance Compensation
FY2024 annual incentive framework and outcomes:
| Metric | Weight | Target | Actual | Payout % | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | 110.1 | 104.3 | 24.1 | Threshold/target/max rigor maintained post Whitetail acquisition . |
| Adjusted Free Cash Flow ($mm) | 45% | 146.1 | 158.3 | 200.0 | Gate set at $128.3mm; achieved . |
| Improvement in Total Recordable Incident Rate | 5% | 4.99 | 5.08 | 64.8 | ESG safety metric . |
| Improvement in Turnover Rate | 5% | 27.2% | 26.6% | 100.0 | ESG retention metric . |
| Overall payout vs target | — | — | — | 114.1 | Company‑wide formulaic payout; no discretionary overlay . |
Long‑term equity awards and vesting:
- FY2024 grants: RSUs 2,663; PSUs target 7,790; PSUs max 18,696; RSUs vest 3 equal annual tranches from 3/12/2025; PSUs measured on FY2026 Adjusted FCF/EBITDA with Relative TSR multiplier vs Russell 2000 .
- FY2022 PSUs vested at 220% of target (14,553 shares issued) based on FY2024 Adjusted FCF/EBITDA at 200% and TSR at 71.7th percentile (110% multiplier) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 179,430 Class A shares (<1%); includes 149,430 owned + 30,000 options exercisable within 60 days . |
| Unvested RSUs (12/31/2024) | 735 (2022 grant) MV $77,770; 1,768 (2023) MV $187,072; 2,663 (2024) MV $281,772 . |
| Unvested PSUs (12/31/2024) | 7,956 (2023 target) MV $841,824; 7,990 (2024 target) MV $845,422 . |
| Options | 30,000 exercisable; 45,000 unexercisable; strike $82.47; expiration 7/31/2032 . |
| 2024 stock awards vested | 19,851 shares vested; value realized $2,067,721 . |
| Ownership guidelines | President must hold 2x salary; all execs in compliance as of Mar 1, 2025 (except new CFO) . |
| Hedging/pledging | Company prohibits hedging and pledging; exceptions require CFO/GC and Audit Committee approval; no pledging disclosed for Coletta . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement dates | Employment agreement dated June 20, 2022, effective July 1, 2022; auto‑renews annually . |
| Severance (no cause) | Cash: 2x highest base salary + 2x target annual cash incentive; benefits continuation: 2 years; acceleration: all options/RSUs/other equity vests in full . |
| Good reason | Same cash/benefits/acceleration as no‑cause; triggers include material role/responsibility/cash comp/geography changes . |
| Change‑in‑control (with termination) | As of 12/31/2024: Cash $1,905,996; benefits $53,664; equity acceleration (RSUs+PSUs) $2,233,861; options acceleration $1,050,300 (illustrative valuation) . |
| Disability/death | Cash $1,905,996; equity accelerates; benefits per schedule (disability: benefits $53,664; death: no benefits continuation) . |
| Non‑compete / non‑solicit | 1‑year non‑compete within 100 miles of any CWST facility; 1‑year non‑solicit of customers/accounts/employees . |
| Clawback | Company clawback policy covering incentive‑based compensation for restatements; extends to misconduct and fraud cases . |
| Tax gross‑ups | Company states no excise tax gross‑ups in future employment agreements; not provided for Coletta . |
| Perquisites | Vehicle/gas card, personal trash service; personal aircraft use reimbursed at variable cost; 2024 tax gross‑up $808 for gas card . |
Board Governance
- Current CWST board does not list Edmond R. Coletta as a director; directors and committee rosters include independent members and company executives (CEO/Chair), but not Coletta .
- Lead Independent Director structure in place to offset CEO/Chairman combination; independent committees oversee compensation, audit, and ESG .
- Dual‑role implications: While Coletta is President and an executive officer, he is not on the CWST board; therefore, committee independence is preserved with no executive overlap; compensation oversight by an independent committee advised by Pay Governance .
Compensation Structure Analysis
- Mix shifts: 75% of annual equity is performance‑based PSUs; 25% time‑vested RSUs; maintains high at‑risk pay .
- Metrics rigor: Annual plan uses Adjusted Operating Income and Adjusted Free Cash Flow with explicit thresholds/gates; ESG safety and turnover metrics added; acquisition‑related adjustments prevented windfalls, indicating pay discipline .
- Repricing/modification: PSU targets adjusted pro‑rata for 2024–2026 to reflect Whitetail and Royal acquisitions as contemplated in grants; intent to preserve goal rigor rather than ease targets (not an option repricing) .
- Say‑on‑pay: Strong shareholder support at 97.7% in 2024; supportive of program design .
Risk Indicators & Red Flags
- Related party transactions: Extensive related party disclosures tied to Casella family entities (construction, leases); no specific related party dealings disclosed for Coletta beyond perquisites and reimbursed aircraft use .
- Hedging/pledging: Prohibited by policy; exceptions require high‑level approvals; no hedging/pledging disclosures for Coletta .
- Option repricing: None disclosed .
- Governance: CEO/Chairman combined role mitigated by Lead Director and independent committees; board attendance ≥75% for directors in FY2024 .
Compensation Peer Group & Benchmarking
- Peer group used for pay‑versus‑performance and TSR: GFL Environmental, Waste Connections, Waste Management, Republic Services .
- Consultant and market data: Independent advisor Pay Governance; size‑adjusted survey data; no fixed percentile targeting disclosed .
Equity Ownership & Alignment Table (detail)
| Item | Quantity | Valuation/Terms |
|---|---|---|
| Class A beneficially owned | 179,430 (<1%) | Includes 30,000 options exercisable within 60 days . |
| Options outstanding | 30,000 exercisable; 45,000 unexercisable | Strike $82.47; expire 7/31/2032 . |
| RSUs unvested | 735 (2022); 1,768 (2023); 2,663 (2024) | Market value $77,770; $187,072; $281,772 respectively . |
| PSUs unvested (targets) | 7,956 (2023); 7,990 (2024) | Market value $841,824; $845,422 respectively . |
| 2022 PSUs vested (2025 delivery) | 14,553 shares | Achievement 220% based on FY2024 metrics and TSR . |
| Ownership guideline compliance | Yes (President 2x salary) | Company‑wide compliance as of Mar 1, 2025 except CFO . |
Director Service, Committee Roles, and Compensation
- Not currently a CWST director; therefore no director committee roles or director compensation apply to Coletta at CWST .
Investment Implications
- Alignment strong: Large outstanding PSUs tied to Adjusted FCF/EBITDA and Relative TSR support multi‑year value creation; ownership guidelines met .
- Watch vesting/selling pressure: Annual RSU tranches vest around mid‑March each year; FY2022 PSUs delivered 14,553 shares—monitor Form 4 filings for potential sales around vest dates .
- Retention risk low near‑term: Robust severance/change‑in‑control protections, two‑year benefits continuation, and full equity acceleration on no‑cause/good‑reason termination reduce exit risk but increase change‑in‑control costs (total CIC package illustrative equity acceleration ~$2.23m; options ~$1.05m) .
- Governance context: CEO also serves as Chairman; however, independent Lead Director and committees, strong say‑on‑pay, and clawback/hedging prohibitions mitigate governance risk .