Gary Sova
CASELLA WASTE SYSTEMSAbout Gary Sova
Gary Sova, age 71, is an independent director of Casella Waste Systems (CWST) serving since 2021 and currently a Class I nominee up for re‑election at the 2025 Annual Meeting. His background includes serving as Former Senior Vice President – Marketing and Sales at Republic Services, Inc., with board-identified skills in solid waste operations, marketing and sales, and strategic planning . He is designated independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Services, Inc. | Former Senior Vice President – Marketing and Sales | Not disclosed | Board skills: Solid Waste Operations; Marketing & Sales; Strategic Planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in CWST proxy |
Board Governance
- Board class and nomination: Class I director (with Michael K. Burke, Douglas R. Casella); nominated for a term expiring at the 2028 Annual Meeting .
- Independence: Board determined Sova is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee member; the Audit Committee oversees financial reporting integrity, auditor independence, risk management, and reviews/approves related person transactions .
- Compensation and Human Capital Committee member; the committee sets executive and director compensation, oversees clawback policy and human capital strategies .
- Meeting cadence and attendance: Board met 7 times in fiscal 2024; Audit met 6; Compensation met 5; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Combined Chair/CEO (John W. Casella) with Lead Director (Joseph G. Doody) and regular executive sessions for independent directors .
Fixed Compensation
| Component | Fiscal Year | Amount/Units | Notes |
|---|---|---|---|
| Board annual cash retainer | 2024 | $75,000 | Standard non-employee director retainer |
| Audit Committee member fee (non‑Chair) | 2024 | $10,000 | Non‑Chair member fee |
| Compensation & Human Capital member fee (non‑Chair) | 2024 | $7,500 | Non‑Chair member fee |
| Total cash fees (Sova) | 2024 | $92,500 | As reported for Sova |
Performance Compensation
| Grant Type | Grant Date | Units/Metric | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | 6/6/2024 | 1,451 RSUs | $139,978 | Vests in full on first anniversary of grant |
- Directors receive time-based RSUs; there are no performance (PSU) awards for directors. Annual RSU grants are standardized for non-employee directors and vest one year after grant .
Other Directorships & Interlocks
- No other public company boards disclosed for Sova in the CWST proxy .
- Compensation Committee interlocks: CWST disclosed that none of its executive officers served on the board or compensation committee of any entity whose executive officers serve on CWST’s Board or Compensation Committee (i.e., no interlocks) .
Expertise & Qualifications
- Board-identified skills: Solid Waste Operations; Marketing & Sales; Strategic Planning .
- Prior role: Former SVP – Marketing & Sales at Republic Services, Inc. .
Equity Ownership
| Category | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership – Class A shares | 3/31/2025 | 3,745 shares (<1%) | Individual ownership reported; <1% of Class A |
| Unvested RSUs (director grant) | 12/31/2024 | 1,451 RSUs | Unvested at year-end across non-employee directors |
| Director stock ownership guideline | Policy | 3× annual Board retainer | Each non-employee director required to meet within three annual meetings; all were in compliance as of 3/1/2025 |
| Hedging/pledging policy | Policy | Hedging and pledging prohibited (limited exception approvals) | Exceptions require CFO/GC approval; director requests also require Audit Committee approval |
Governance Assessment
- Strengths: Independent director with industry operating and commercial expertise; active roles on Audit and Compensation committees; board confirms regular executive sessions and self-evaluation practices; attendance above 75% threshold; director pay includes equity (RSUs) with ownership guidelines to reinforce alignment .
- Oversight of conflicts: As Audit Committee member, Sova participates in scrutinizing related person transactions, which are material at CWST given ongoing arrangements with entities affiliated with the CEO and Vice Chairman (e.g., $7.76M purchased services from Casella Construction in FY2024; real estate leases with Casella Associates through 2039) .
- Compensation governance signals: Compensation Committee retained independent advisor (Pay Governance), maintains clawback policy, and ties executive incentives to Adjusted Operating Income, Adjusted Free Cash Flow, and ESG metrics (safety, turnover), demonstrating pay-for-performance rigor overseen by Sova’s committee .
- RED FLAGS:
- Material related-party transactions with affiliates of senior executives (e.g., services, leases) require continued robust Audit Committee oversight to mitigate perceived conflicts .
- Dual-class voting structure persists (Class B ≈13.7% of voting power), which can entrench control and dilute Class A influence; independent directors must balance governance with long-term strategic stability .
Overall, Sova’s independence, committee roles, and attendance support board effectiveness and investor confidence, while his Audit Committee role is particularly important given CWST’s ongoing related-party transactions environment .