Joseph Doody
CASELLA WASTE SYSTEMSAbout Joseph G. Doody
- Age 72; Director since 2004; Lead Director and Class A Director at Casella Waste Systems (CWST). Former Vice Chairman of Staples, Inc., bringing strategic planning, marketing/sales, and operations/logistics expertise to the board .
- Determined independent under Nasdaq rules by CWST’s Board .
- Board met seven times in fiscal 2024; all incumbent directors (including Doody) attended at least 75% of aggregate Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Former Vice Chairman | Not disclosed | Strategic planning, marketing and sales, operations/logistics experience cited as key skills |
External Roles
- Other current public company directorships: None disclosed in CWST’s proxy .
- Prior public company boards beyond CWST: Not disclosed .
Board Governance
- Structure: Classified board (three classes); Doody is a Class II director with term expiring at the 2026 Annual Meeting and serves as the Class A Director elected separately by Class A holders .
- Lead Independent Director responsibilities: presides over executive sessions, can call meetings of independent directors, facilitates communication with Chairman/CEO, is available for major stockholder consultation, helps set agendas and schedules, and approves board information flow .
- Committee assignments: Doody is not listed as a member or chair of Audit, Compensation & Human Capital, or Nominating & ESG committees; he serves as Lead Director .
- Independence: Board determined Doody is independent under Nasdaq Listing Rules .
- Majority vote resignation policy for directors in uncontested elections enhances accountability .
- Attendance: Each director met at least 75% threshold in fiscal 2024; six directors attended the 2024 Annual Meeting (company encourages but does not mandate attendance) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard non‑employee director retainer |
| Lead Director additional retainer (cash) | $37,500 | Doody is Lead Director |
| Committee chair/member fees (cash) | $0 | No disclosed committee roles for Doody |
| Cash fees received (total) | $112,500 | Reported for Doody in FY 2024 |
| Annual RSU grant (equity) | 1,451 RSUs; $139,978 grant‑date fair value | Granted 6/6/2024; vests in full on first anniversary |
| Total FY 2024 director compensation | $252,478 | Cash + RSU grant value |
| Director stock ownership guideline | 3× annual retainer value | All non‑employee directors in compliance as of 3/1/2025 |
Performance Compensation
- Directors do not receive performance‑based equity; RSU awards vest based on service.
| Equity Award | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Annual RSU (Doody) | 6/6/2024 | 1,451 RSUs | 100% on first anniversary of grant | $139,978 |
Other Directorships & Interlocks
- Compensation & Human Capital Committee interlocks: None involving CWST executive officers (general disclosure) .
- External committee roles for Doody: Not disclosed .
Expertise & Qualifications
- Key skills: Strategic Planning; Marketing and Sales; Operations and Logistics, based on Board’s skills matrix .
Equity Ownership
| Holder | Class A Shares | % of Class A | Unvested RSUs (as of 12/31/2024) | Hedging/Pledging |
|---|---|---|---|---|
| Joseph G. Doody | 8,250 | <1% | 1,451 | Hedging prohibited; pledging prohibited except case‑by‑case approvals; no Doody pledging disclosed |
Governance Assessment
- Strengths: Independent Lead Director role with robust responsibilities; majority vote resignation policy; formal insider trading/anti‑hedging and pledging restrictions; director ownership guidelines with compliance reported; and strong shareholder support for executive pay (97.7% favorable say‑on‑pay in 2024; 2025 advisory vote approved) .
- Alignment: Doody’s cash retainer reflects leadership responsibilities; equity via annual RSUs promotes long‑term alignment; he is not on committees, focusing his impact through the Lead Director role .
- Potential watch items: Extensive related‑party transactions with entities controlled by the CEO and Vice Chairman (leases and construction services) require continued rigorous oversight by the independent Audit Committee; none are tied to Doody, but board independence and process integrity remain critical as the company grows .