William Hulligan
CASELLA WASTE SYSTEMSAbout William P. Hulligan
Independent director of Casella Waste Systems (CWST) since 2015; age 81; currently Class III director with term expiring at the 2027 Annual Meeting. Former President and Chief Operating Officer of Progressive Waste Solutions Ltd., bringing deep solid waste operations and logistics expertise and regulatory/public policy experience. The Board has affirmatively determined he is independent under Nasdaq Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progressive Waste Solutions Ltd. | Former President and Chief Operating Officer | Not disclosed | Senior operating leadership in solid waste; relevant to CWST’s operations |
External Roles
No other current public company directorships disclosed for Hulligan in the latest proxy .
Board Governance
- Committee assignments: Chair, Compensation and Human Capital; Member, Audit .
- Independence: Board determined Hulligan is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: Board met 7 times in fiscal 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings. Audit Committee met 6 times; Compensation and Human Capital met 5 times; Nominating & ESG met 4 times .
- Compensation committee process: Uses independent advisor Pay Governance; administers pay/clawback policies; oversees human capital strategy. No compensation-committee interlocks involving CWST executives at other companies .
- Lead Independent Director: Joseph G. Doody; independent directors meet regularly in executive session per Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $75,000 | Standard cash retainer for non-employee directors |
| Comp & Human Capital Chair fee | $15,000 | Additional cash retainer for chair role |
| Audit Committee member fee | $10,000 | Additional cash retainer for non-chair member |
| Total cash fees earned (FY2024) | $100,000 | Matches retainer schedule for roles held |
Performance Compensation
| Equity Award Type | Grant Date | # of Units | Grant Date Fair Value | Vesting / Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 6/6/2024 | 1,451 | $139,978 | Vests in full on first anniversary; director equity is time-based (no performance metrics) |
No performance-based metrics (e.g., PSUs/TSR hurdles) are disclosed for non-employee directors; annual director equity is time-vested RSUs .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Hulligan .
- Committee interlocks: CWST discloses no interlocks or insider participation involving its Compensation and Human Capital Committee members; CWST executives do not serve on other companies’ compensation committees .
- Shared directorships with competitors/suppliers/customers: None disclosed for Hulligan .
Expertise & Qualifications
- Key skills: Solid Waste Operations & Logistics; Regulatory/Public Policy—aligned with CWST’s core business .
- Senior industry operating experience from Progressive Waste Solutions supports oversight of operational strategy and risk .
Equity Ownership
| Holding Detail | Amount | % of Class A | Source/Notes |
|---|---|---|---|
| Class A shares beneficially owned (3/31/2025) | 3,702 | <1% | As reported in Security Ownership table |
| Unvested RSUs outstanding (12/31/2024) | 1,451 | N/A | Annual director RSU grant outstanding at year-end |
| Director stock ownership guideline | 3x annual retainer | N/A | Guideline applies to all non-employee directors |
| Compliance with guideline (as of 3/1/2025) | In compliance | N/A | All non-employee directors in compliance |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging generally prohibited (limited exceptions require CFO/GC and Audit Committee approval) | N/A | Governance-aligned trading restrictions |
Governance Assessment
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Strengths:
- Independent director, long-tenured operational executive; chairs the Compensation & Human Capital Committee with support from independent consultant Pay Governance—positive for pay governance and human capital oversight .
- Active committee engagement and meeting cadence (Audit: 6; Comp: 5); Board attendance thresholds met; indicates reasonable engagement .
- Director stock ownership guidelines and compliance; insider trading policy prohibits hedging/short sales; pledging tightly controlled—alignment with shareholder interests .
- Company-level clawback policy in place and robust (restatement-triggered recovery; potential misconduct recovery up to 100%)—strong governance environment for incentive pay oversight .
- Say-on-Pay support at 97.7% in 2024 suggests investor confidence in compensation practices and oversight framework .
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Watch items:
- Dual-class voting structure persists (Class B ~13.7% of voting power) which can dilute Class A influence; not specific to Hulligan but a structural governance consideration for investors .
- Related-party transactions exist with Casella family entities (construction services, leases); no indication of Hulligan involvement, but elevates overall governance risk profile—Audit Committee oversees related-party approvals .
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Summary: Hulligan’s independence, relevant industry expertise, and leadership of the Compensation & Human Capital Committee—supported by independent advice and robust policies—are positives for board effectiveness and pay governance. Structural factors (dual class, family related-party transactions) warrant ongoing investor monitoring, though not directly tied to Hulligan’s activities .
RED FLAGS
- Dual-class capital structure potentially limiting shareholder influence (general governance environment) .
- Family-related party transactions (Casella Construction, leases) — oversight required; no personal linkage to Hulligan disclosed .
Signals of Confidence
- High say-on-pay support (97.7% in 2024) .
- Strong committee activity and independent advisor use for compensation .
- Clawback policy and anti-hedging/pledging rules .