CLEAN HARBORS INC (CLH)
Sector: Industrials
2026 Annual Meeting Analysis
CLEAN HARBORS INC · Meeting: May 20, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class I Directors
No overboarding (currently serves on one other public board, Celanese), no TSR trigger fires (CLH 3-year TSR of +125.4% vs. peer median of +37.0% is +88.4pp above peers, well short of the 65pp underperformance threshold needed to trigger a vote against), attendance exceeds 95% board-wide, and no independence or qualification concerns.
Director since 2022 (approximately 4 years), no TSR trigger fires given CLH's strong outperformance of peers, serves on one other public board (Janus Henderson), and brings relevant human resources and compensation expertise as chair of the Compensation and Human Capital Committee.
Director since 2022 (approximately 4 years), no TSR trigger fires given CLH's strong peer outperformance, serves on two other public boards (Otis Worldwide and Kontoor Brands) which is within the permitted limit, and brings supply chain and operational expertise relevant to Clean Harbors' business.
Director since 2014, no TSR trigger fires given CLH's 3-year return of +125.4% outperforms the peer median by +88.4pp (underperformance threshold of 65pp is not met), no overboarding concerns, and brings relevant consulting, operations, and finance expertise.
All four Class I director nominees pass every policy screen: CLH's 3-year total shareholder return of +125.4% outperforms the company-disclosed peer group median of +37.0% by +88.4 percentage points, far exceeding the 65pp threshold required to trigger an against vote for a strong-positive-TSR company. No director is overboarded, no independence concerns exist for the nominees, and board-wide attendance exceeded 95% in 2025. All four nominees receive a FOR vote determination.
Say on Pay
✓ FORCEO
Eric W. Gerstenberg
Total Comp
$5,929,422
Prior Support
95.7%%
The prior year Say on Pay vote received overwhelming 95.7% shareholder support, signaling broad shareholder approval of the compensation program. Co-CEO total compensation of approximately $5.9 million is reasonable for a $16 billion industrial company, and the program is heavily performance-oriented: the company targets at least 70% of NEO pay as variable (at-risk), using annual cash bonuses tied to revenue, Adjusted EBITDA, free cash flow, and safety metrics, plus performance-based stock awards that vest only upon achievement of predetermined financial goals. Pay-for-performance alignment is confirmed by CLH's exceptional 3-year stock return of +125.4% substantially outperforming the peer group median of +37.0%, a clawback policy is in place compliant with NYSE and SEC requirements, and no structural red flags such as excessive fixed pay or guaranteed bonuses are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,997,500
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 0.1% of audit fees of $2,997,500, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire. Deloitte is a Big 4 firm fully appropriate for a $16 billion market cap company. No material restatements are disclosed.
Overall Assessment
Clean Harbors' 2026 annual meeting presents a straightforward ballot with no contested proposals: all four Class I director nominees receive FOR vote determinations on the strength of CLH's exceptional 3-year total shareholder return of +125.4%, which outperforms the company-disclosed peer group median by +88.4 percentage points. The Say on Pay and auditor ratification proposals also receive FOR vote determinations, supported by a 95.7% prior-year compensation approval rate, a strongly performance-linked pay structure, and a non-audit fee ratio of less than 0.1%.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing