Shelley Sayward
CASELLA WASTE SYSTEMSAbout Shelley Sayward
Shelley E. Sayward is Senior Vice President and General Counsel at Casella Waste Systems and a named executive officer. Her pay mix emphasizes at-risk equity and incentive compensation tied to company performance, including Adjusted Free Cash Flow, Adjusted EBITDA, Relative TSR, and safety/turnover ESG metrics . Company performance under the 2024 plan included revenues up $292.7M (23.1% YoY), Adjusted EBITDA up $66.0M (22.4%), and 5-year TSR up 129.9% through 12/31/2024 .
Fixed Compensation
Annual base salary, target bonus, and actual bonus paid:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $320,000 | $331,200 | $365,200 |
| Target Bonus % of Salary | — | 75% | 85% |
| Actual Bonus Paid ($) | $414,150 | $146,236 | $354,113 |
Performance Compensation
Annual Cash Incentive – FY 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 45% | $106.6 | $110.1 | $118.5 | $104.3 | 24.1% |
| Adjusted Free Cash Flow ($mm) | 45% | $145.1 | $146.1 | $154.7 | $158.3 | 200.0% |
| Improvement in Total Recordable Incident Rate | 5% | 5.09 | 4.99 | — | 5.08 | 64.8% |
| Improvement in Turnover Rate | 5% | 28.1% | 27.2% | — | 26.6% | 100.0% |
| Overall payout vs. target | — | — | — | — | — | 114.1% |
Notes: ESG metrics (TRIR and turnover) were part of annual goals; Whitetail acquisition adjustments preserved goal rigor .
Equity Awards and Vesting
RSU and PSU grants:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSUs Granted (#) | 1,243 | 1,198 |
| PSUs Target (#) | 3,729 | 3,595 |
| PSUs Maximum (#) | 8,949 | 8,628 |
| RSU Vesting Terms | 3 equal annual installments from grant anniversary | 3 equal annual installments from grant anniversary |
| PSU Performance Period | 1/1/2023–12/31/2025 | 1/1/2024–12/31/2026 |
Relative TSR multiplier schedule (applies to PSUs):
| TSR Percentile | Multiplier |
|---|---|
| 0–25th | 80% |
| 25.01–50th | 90% |
| 50.01–75th | 110% |
| 75.01–100th | 120% |
PSUs vested from the FY 2022 grant (measurement on FY 2024): Achievement was 200% on financial metrics, with a 110% TSR multiplier (71.7th percentile), yielding 220% of target. Shelley received 6,367 shares on this vest .
Equity Ownership & Alignment
Ownership and outstanding awards (as of 12/31/2024):
| Item | Detail |
|---|---|
| Beneficial Ownership | 30,312 Class A shares; <1% of class |
| Options Outstanding | 8,396 exercisable at $68.78; expires 7/29/2031 |
| Unvested RSUs | 322 (2022 grant) ; 829 (2023 grant) ; 1,198 (2024 grant) |
| Unvested PSUs (Target) | 2,894 (2022 grant – now vested by FY24 closing) ; 3,729 (2023 grant) ; 3,595 (2024 grant) |
| Ownership Guidelines | Executives must hold 1x salary (other execs); all execs compliant as of 3/1/2025 except the new CFO |
| Hedging/Pledging Policy | Hedging, short sales, and derivative transactions prohibited; pledging generally prohibited with limited, pre-approved exceptions (Audit Committee review for execs) |
Employment Terms
Key agreement terms:
- Agreement dates and restrictive covenants: Sayward’s employment agreement effective Jan 1, 2021; non-compete 1 year within 100 miles of any company facility; non-solicit 1 year .
- Clawback: Amended Oct 2023 to recover excess incentive comp for restatements; broader recovery up to 100% for misconduct or fraud contributing to restatement .
- Equity treatment on termination or change in control: Unvested RSUs vest on death/disability, termination without cause or for good reason, and certain change-in-control scenarios. PSUs are assumed/replaced post-change-in-control with continued service-only vesting; if not assumed, vesting based on target or committee-determined performance; double-trigger vesting applies if terminated within 12 months post-change-in-control .
Potential payments (hypothetical termination at 12/31/2024):
| Scenario | Cash Payments ($) | Benefits Value ($) | RSUs/PSUs Accelerated ($) | Options Accelerated ($) |
|---|---|---|---|---|
| Termination Without Cause | $639,100 | $10,946 | $248,548 | — |
| Termination for Good Reason | $639,100 | $10,946 | $248,548 | — |
| Change in Control + Termination | $639,100 | $10,946 | $1,023,500 | — |
| Disability | $639,100 | $10,946 | $1,023,500 | — |
| Death | $639,100 | — | $1,023,500 | — |
Investment Implications
- Pay-for-performance alignment: 75% of annual equity grants are PSUs with multi-year financial targets and Relative TSR multipliers; annual cash incentives incorporate safety and turnover ESG metrics, strengthening alignment with long-term operational excellence .
- Vesting-driven supply: The March 2026 PSU measurement (2024 grant) and March 2025/2026 RSU tranches can create scheduled selling pressure; FY 2022 PSUs vesting at 220% reflects strong performance leverage to share issuance .
- Retention and risk: Double-trigger equity vesting in change-in-control and defined severance provisions mitigate retention risk while limiting excise tax gross-ups to legacy CEO agreement only; executive hedging/pledging prohibitions reduce misalignment risk .
- Ownership discipline: 1x salary ownership guideline and compliance status (as of 3/1/2025) support skin-in-the-game; no pledging disclosed for Sayward; beneficial ownership remains modest (<1%) .
Say-on-pay support remains high (97.7% at 2024 meeting), indicating investor endorsement of CWST’s compensation structure and metrics .