Rose Stuckey Kirk
CASELLA WASTE SYSTEMSAbout Rose Stuckey Kirk
Rose Stuckey Kirk (age 62) is an Independent Director of Casella Waste Systems, Inc. (CWST), serving since 2020 and currently a Class III director with a term ending at the 2027 Annual Meeting . She is the former Chief Corporate Social Responsibility Officer at Verizon Communications Corp., bringing expertise in marketing and sales, ESG, and technology to CWST’s board . The Board has determined she is independent under Nasdaq Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Corp. | Former Chief Corporate Social Responsibility Officer | Not disclosed | Led CSR initiatives; relevant ESG/technology expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | The “Director Biographies and Qualifications” section lists prior employment and skills; other current public boards are not detailed in the available excerpts . |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Committee; Member, Nominating and ESG Committee .
- Committee meeting cadence (FY2024): Compensation and Human Capital met 5 times; Nominating and ESG met 4 times .
- Independence: Board determined Kirk is independent under Rule 5605(a)(2) .
- Attendance: The Board met 7 times in FY2024 and all incumbent directors attended at least 75% of Board and applicable committee meetings; eight directors attended the 2023 annual meeting and six directors attended the 2024 annual meeting .
- Board leadership: CWST combines Chair and CEO roles, with a Lead Director (Doody) possessing defined authorities to enhance independent oversight .
Committee Memberships and Meeting Counts (FY2024)
| Committee | Role | Meetings Held |
|---|---|---|
| Compensation and Human Capital | Member | 5 |
| Nominating and ESG | Member | 4 |
Fixed Compensation
Non-Employee Director Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $77,500 | $90,000 |
| Stock Awards ($) | $119,996 | $139,978 |
| Total ($) | $197,496 | $229,978 |
Annual Director RSU Grants
| Grant Date | Number of RSUs | Grant Date Fair Value ($) |
|---|---|---|
| 6/1/2023 | 1,310 | $119,996 |
| 6/6/2024 | 1,451 | $139,978 |
Notes:
- RSUs vest in full on the first anniversary of the grant date .
- Board increased annual equity grant value for non-employee directors from $120,000 to $140,000 effective FY2024 (following Pay Governance review) .
Performance Compensation
Directors do not receive performance-based pay; director equity is time-based RSUs . For governance context on pay-for-performance oversight, the Compensation and Human Capital Committee uses the following metrics for executives (which Kirk oversees as a committee member):
FY2024 Executive Annual Incentive Plan Metrics and Results
| Measure | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | $110.1 | $104.3 | 24.1% |
| Adjusted Free Cash Flow ($mm) | 45% | $146.1 | $158.3 | 200% |
| Improvement in Total Recordable Incident Rate | 5% | 4.99 | 5.08 | 64.8% |
| Improvement in Turnover Rate | 5% | 27.2% | 26.6% | 100% |
| Overall Payout vs. Target | — | — | — | 114.1% |
Additional oversight signals:
- PSUs vest based on Adjusted Free Cash Flow and Adjusted EBITDA, with a Relative TSR multiplier vs. Russell 2000; 2022 PSU cohort vested at 220% based on performance and 71.7th percentile Relative TSR .
- Changes to targets after M&A (Whitetail and Royal) preserved rigor to avoid windfalls, aligning pay with shareholder outcomes .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Public company directorships | Not specified in available proxy excerpts for Kirk; biography section references prior employment and skills . |
| Interlocks | Compensation Committee interlocks: None—no CWST executive served on boards/comp committees of entities where CWST executives sat (FY2024) . |
| Say-on-Pay signal | 97.7% favorable approval at 2024 Annual Meeting . |
Expertise & Qualifications
- Skills: Marketing and Sales; ESG; Technology .
- Governance role: Member of Compensation and Human Capital Committee and Nominating & ESG Committee .
- Independent director with compliance to stock ownership guidelines .
Equity Ownership
Beneficial Ownership (as of March 31, 2025)
| Holder | Class A Shares | % of Class A |
|---|---|---|
| Rose Stuckey Kirk | 5,376 | * (less than 1%) |
Unvested RSUs (as of December 31, 2024)
| Holder | Unvested RSUs |
|---|---|
| Rose Stuckey Kirk | 1,451 |
Ownership Alignment Policies
- Director ownership guideline: 3x annual retainer; all non-employee directors were in compliance as of March 1, 2025 .
- Insider Trading Policy: prohibits hedging and pledging; any pledging exceptions require CFO/GC review and Audit Committee approval for directors/executives .
Governance Assessment
-
Strengths:
- Clear independence determination; active roles on Compensation and Human Capital, and Nominating & ESG Committees, aligning with her ESG/technology background .
- Solid engagement and committee cadence (5 Compensation; 4 Nominating & ESG meetings in FY2024); Board attendance thresholds met by all directors .
- Ownership alignment via 3x retainer guideline; in compliance as of March 1, 2025 .
- High say-on-pay support (97.7%), indicating shareholder confidence in pay governance that Kirk helps oversee .
- Robust clawback policy and prohibitions on hedging/pledging support alignment and risk control .
-
Environmental red flags (contextual to CWST, not specific to Kirk):
- Combined Chair/CEO structure may concentrate power; mitigated by a Lead Director with defined authorities .
- Related-party transactions with entities owned by the Casella family (construction services and leases); the Audit Committee applies formal bidding and approval procedures to manage conflicts .
- No Kirk-specific related party transactions disclosed in available materials .
-
Director pay structure:
- Cash retainer plus time-based RSUs (no performance equity for directors); annual equity increased to $140k in FY2024, improving alignment through equity weight while maintaining simplicity .
RED FLAGS
- Combined Chair/CEO governance structure requires strong Lead Director function .
- Ongoing related-party dealings with Casella family entities necessitate continuous rigorous Audit Committee oversight .
Mitigants
- Defined Lead Director powers; independent majorities/sessions; strong committee structures; formal policies for related-party transactions and hedging/pledging .