Michael Burke
CASELLA WASTE SYSTEMSAbout Michael K. Burke
Independent director of Casella Waste Systems since 2008; age 67. Burke is the Audit Committee Chair and a member of the Nominating & ESG Committee, and is designated by the Board as an “audit committee financial expert.” He is the former Senior Vice President and Chief Financial Officer of EndoGastric Solutions, Inc., bringing deep finance, risk, and strategic planning expertise. The Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EndoGastric Solutions, Inc. | Former Senior Vice President and Chief Financial Officer | — | Recognized for Financial Expertise, Risk Management, Strategic Planning; supports Audit Chair role at CWST |
Board Governance
- Board structure and tenure
- Director since 2008; current Class I director up for re-election in 2025 for a term through 2028. The Board is classified (staggered terms).
- Independence: Board determined Burke is independent under Nasdaq Rule 5605(a)(2).
- Leadership and committees
- Audit Committee Chair; Nominating & ESG member. Audit met 6 times in FY2024; Nominating & ESG met 4 times. Board met 7 times.
- Lead Independent Director role (held by Joseph Doody) is defined with robust responsibilities; CEO is also Chairman.
- Attendance and engagement
- Each incumbent director attended at least 75% of the aggregate of Board and committee meetings on which they served in FY2024.
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Chair | 6 |
| Nominating & ESG | Member | 4 |
| Board of Directors | Director | 7 |
Fixed Compensation
- Director cash and equity program (FY2024)
- Cash retainers (non-employee directors): Board annual retainer $75,000; Audit Chair +$20,000; non-Chair Audit member +$10,000; Nominating & ESG Chair +$15,000; non-Chair Nominating & ESG member +$7,500; Lead Director +$37,500. No meeting fees disclosed.
- Annual equity: RSUs granted at the annual meeting with ~$140,000 grant-date fair value, vesting in full on the first anniversary. New directors receive ~$50,000 restricted stock vesting over 3 years.
| Burke – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 102,500 |
| Stock Awards (RSUs) | 139,978 |
| Total | 242,478 |
| Burke – FY2024 RSU Grant Detail | Value |
|---|---|
| Grant Date | 6/6/2024 |
| RSUs Granted | 1,451 |
| Grant-Date Fair Value | $139,978 |
| RSU Vesting | Vests in full on first anniversary of grant |
| Unvested RSUs at 12/31/2024 | 1,451 |
Director stock ownership guideline: 3x annual retainer value; as of March 1, 2025, all non-employee directors were in compliance.
Performance Compensation
- Executive incentive design oversight (context for board pay-for-performance governance)
- Annual NEO bonus metrics and weights (FY2024): Adjusted Operating Income 45%; Adjusted Free Cash Flow 45% (gate applies); Improvement in Total Recordable Incident Rate 5%; Improvement in Turnover Rate 5%.
- FY2024 outcome: Overall payout 114.1% of target; FCF exceeded gate.
- PSU design for NEOs: 75% PSUs (25% RSUs); PSUs based on Adjusted Free Cash Flow (50%) and Adjusted EBITDA (50%) in year 3 of a 3-year period, multiplied by Relative TSR vs. Russell 2000 (80–120% multiplier).
- Adjustments to goals for acquisitions (Whitetail, Royal) to preserve rigor and avoid windfalls; 2022 PSUs vested at 220% of target (metrics at 200%, TSR multiplier at 110%).
| FY2024 Executive Annual Incentive Metrics | Weight | Minimum (0% payout) | Threshold (60%) | Target (100%) | 150% | Max (200%) | Actual | Payout % |
|---|---|---|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | 102.7 | 106.6 | 110.1 | 113.2 | 118.5 | 104.3 | 24.1% |
| Adjusted Free Cash Flow ($mm) | 45% | 129.0 | 145.1 | 146.1 | 148.3 | 154.7 | 158.3 | 200% |
| Improvement in TRIR | 5% | 5.25 | 5.09 | 4.99 | — | — | 5.08 | 64.8% |
| Improvement in Turnover Rate | 5% | 29.4% | 28.1% | 27.2% | — | — | 26.6% | 100% |
| Overall Payout vs Target | — | — | — | — | — | — | — | 114.1% |
Governance note: The Compensation & Human Capital Committee (independent) uses an outside consultant (Pay Governance) and administers a clawback policy; hedging/short sales by directors are prohibited.
Other Directorships & Interlocks
- Compensation committee interlocks: None. “None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve as members of our Board or Compensation and Human Capital Committee.”
Expertise & Qualifications
- Audit Committee financial expert (Reg S-K 407(d)(5)) and Audit Chair.
- Key skills identified by the Board: Financial Expertise; Risk Management; Strategic Planning.
Equity Ownership
| Ownership (as of 3/31/2025 unless noted) | Amount |
|---|---|
| Class A Common Stock Beneficially Owned | 13,687 shares; <1% of Class A |
| Unvested RSUs (12/31/2024) | 1,451 |
| Director Stock Ownership Guideline | 3x annual retainer value; in compliance as of 3/1/2025 |
| Hedging/Pledging Policy | Hedging and short sales prohibited; pledging prohibited absent pre-approval (case-by-case). |
Governance Assessment
- Strengths
- Independent, long-tenured director with deep finance background; Audit Chair and designated financial expert. This supports strong financial reporting oversight.
- Solid engagement: Board met 7x; Audit 6x; Nominating & ESG 4x; each incumbent director attended at least 75% of aggregate meetings.
- Director pay structure balances cash retainer with annual equity; ownership guideline (3x retainer) and compliance enhance alignment; hedging prohibited.
- Shareholder support: Prior say‑on‑pay approval at 97.7% (2024), suggesting investor confidence in pay governance.
- Audit Committee oversees related‑party transactions and risk (including cybersecurity), and administers ERM updates.
- Risks/Watch items
- Classified board structure and combined CEO/Chair may be viewed as entrenchment/oversight risks by some investors, though a Lead Independent Director role is defined.
- Significant related‑party dealings with Casella family–affiliated entities (e.g., ~$7.76 million purchased services from Casella Construction, Inc. in 2024; long-term HQ and facility leases with Casella Associates, LLP), requiring vigilant Audit oversight to ensure arm’s‑length outcomes.
- Attendance disclosure is aggregated (≥75%) rather than individualized; investors may prefer director-specific attendance reporting.
Overall implication: Burke’s financial expertise and leadership as Audit Chair are positives for investor confidence in reporting integrity and transaction oversight. The presence of material related‑party transactions with management/family underscores the importance of his committee’s rigor; the Board’s classified structure and combined CEO/Chair remain governance considerations to monitor.