Emily Nagle Green
CASELLA WASTE SYSTEMSAbout Emily Nagle Green
Emily Nagle Green, 67, is an independent director of Casella Waste Systems, Inc. (CWST) who has served on the Board since 2012; she currently chairs the Nominating & ESG Committee and is a member of the Compensation & Human Capital Committee . She holds a B.S.L. from Georgetown University and an M.S. in Engineering and Computer Graphics from the University of Pennsylvania, with core credentials in technology, marketing and strategic planning . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yankee Group | Chief Executive Officer; Director | 2005–2011 (CEO); Board member; Chairman 2011–2012 | Led technology research; later served as Chairman of the Board |
| Smart Lunches, Inc. | President & CEO | 2012–2015 | Operated online meal delivery service for children |
| Cambridge Energy Research | President & CEO | 2003–2004 | Led energy research and consulting firm |
| Forrester Research | Senior leadership positions | 1995–2003 | Technology and consulting leadership; identified and leveraged tech trends |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Investors Real Estate Trust (IRET; later Centerspace) | Director/Trustee | Disclosed as serving on board in 2018–2019 proxies | Public REIT directorship noted at that time |
Board Governance
- Committee assignments: Chair, Nominating & ESG Committee; Member, Compensation & Human Capital Committee .
- Independence: The Board determined Ms. Nagle Green is independent under Nasdaq Rule 5605(a)(2); all members of the three standing committees are independent .
- Attendance/engagement: Board met seven times in fiscal 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings. Audit Committee met six times; Compensation & Human Capital met five times; Nominating & ESG met four times .
- Board leadership: CEO John W. Casella serves as Chairman; Joseph G. Doody is Lead Director with defined responsibilities, and independent directors meet regularly in executive session under the Corporate Governance Guidelines .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $82,500 | $82,500 | $97,500 |
| Stock Awards ($) | $120,000 | $119,996 | $139,978 |
| Total ($) | $202,500 | $202,496 | $237,478 |
- FY 2024 fee schedule: Annual Board retainer $75,000; Nominating & ESG Chair $15,000; Compensation & Human Capital Committee member $7,500, matching Ms. Nagle Green’s $97,500 cash compensation .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| RSUs Granted (#) | 1,638 (grant date 6/2/2022) | 1,310 (grant date 6/1/2023) | 1,451 (grant date 6/6/2024) |
| Grant Date Fair Value ($) | $120,000 | $119,996 | $139,978 |
| Vesting | One-year, time-based (no performance metrics) | One-year, time-based (no performance metrics) | One-year, time-based (no performance metrics) |
Directors at CWST receive time-vested RSUs; no performance-based metrics are attached to director equity. Annual director RSU values increased to approximately $140,000 beginning in fiscal 2024 .
Other Directorships & Interlocks
- Prior public company board: Investors Real Estate Trust/IRET (Centerspace) (as disclosed in 2018–2019 CWST proxies) .
- No interlocks or related-party ties disclosed for Ms. Nagle Green; committee independence affirmed .
Expertise & Qualifications
- Education: B.S.L., Georgetown University; M.S. in Engineering and Computer Graphics, University of Pennsylvania .
- Board-identified skills: Technology, Marketing & Sales, Strategic Planning .
- Tenure: Director since 2012 (Class II), age 67 .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (Class A) | 20,936 shares (less than 1% of outstanding Class A) |
| Ownership Breakdown | 14,173 shares held directly; 6,763 shares held in a trust of which she is trustee and beneficiary |
| Unvested RSUs (as of 12/31/2024) | 1,451 RSUs outstanding (2024 grant) |
| Stock Ownership Guidelines | Non-employee directors must hold ≥3x annual retainer; all non-employee directors were in compliance as of March 1, 2025 |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited, with rare exceptions requiring CFO/GC and, for directors/executives, Audit Committee approval |
Governance Assessment
- Strengths: Independent status; chairs Nominating & ESG and serves on Compensation & Human Capital—positions central to board effectiveness and oversight. Committee activity (4 Nominating & ESG meetings; 5 Compensation meetings in 2024) suggests engagement . Stock ownership guidelines and annual equity grants align director incentives with shareholders .
- Compensation structure: Balanced cash/equity mix; FY 2024 enhancements (Board retainer to $75,000; Nominating & ESG fees increased; RSU grant lifted to ~$140,000) reflect market benchmarking via Pay Governance; no meeting fees disclosed, which reduces pay-for-attendance bias .
- Potential risks/red flags at company level (not specific to Ms. Nagle Green): Dual-class voting with Class B controlled by the Casella family concentrates voting power (combined voting table shows significant control), and related-party transactions (Casella Construction services; leases with Casella Associates, LLP) require continued rigorous Audit Committee oversight under defined policies . Hedging is prohibited and pledging tightly controlled by policy, mitigating alignment concerns .
- Shareholder sentiment: Say-on-pay received 97.7% support at the 2024 Annual Meeting, indicating broad investor confidence in compensation governance; while focused on executives, it reflects overall governance credibility .