DEF 14A

SEC Form DEF 14A filed by Casella Waste Systems, Inc.

DEF 14A 1 d92981ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

CASELLA WASTE SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Wednesday, June 2, 2021

The 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of Casella Waste Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be conducted online via live webcast at www.meetingcenter.io/239695510 on Wednesday, June 2, 2021 at 10:00 a.m. Eastern Time to consider and act on the following matters:

To elect three Class III directors, each to serve for a term expiring at the 2024 Annual Meeting of Stockholders;

To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement;

To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2021; and

To transact such other business as may properly come before the 2021 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof.

To support the health and well-being of our stockholders, employees and directors in light of the novel coronavirus (“COVID-19”) pandemic, the 2021 Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast at www.meetingcenter.io/239695510. The password for the meeting is CWST2021. There will not be a physical meeting location, and stockholders will not be able to attend the meeting in person. This means that you can attend the 2021 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. In light of the public health and safety concerns related to COVID-19, we believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 16, 2021, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how stockholders may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis. Stockholders who do not receive a Notice will receive a printed copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Stockholders of record of our Class A common stock and our Class B common stock at the close of business on April 6, 2021, the record date for the 2021 Annual Meeting, are entitled to notice of, and to vote at, the 2021 Annual Meeting or any adjournment thereof. Your vote is important regardless of the number of shares you own. If you are a stockholder of record, you may vote in one of the following ways:

•

Vote over the Internet prior to the 2021 Annual Meeting by going to the website of our tabulator, Computershare Trust Company, N.A., at www.investorvote.com/CWST and following the instructions for internet voting shown on your Notice or your proxy card;

•

Vote by Telephone, by calling 1-800-652-VOTE (8683) and following the recorded instructions;

•

Vote by Mail, if you receive a printed copy of the proxy materials, by completing and signing your enclosed proxy card and mailing it in the enclosed postage prepaid envelope. If you vote over the internet or by telephone, please do not mail your proxy card; or

•

Vote online while virtually attending the 2021 Annual Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow to vote your shares.

A list of our registered holders will be available to stockholders of record during the 2021 Annual Meeting at www.meetingcenter.io/239695510.

All stockholders are invited to attend the 2021 Annual Meeting online. Whether or not you plan to attend the 2021 Annual Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the 2021 Annual Meeting online, vote your shares online during the meeting and submit your questions online during the meeting is included in the accompanying proxy statement.


		By order of the Board of Directors,



April 15, 2021 Rutland, Vermont		John W. Casella Chairman and Chief Executive Officer

PROXY STATEMENT

Table of Contents


	Page

TIME, DATE AND LOCATION OF 2021 ANNUAL MEETING		1

PROXY SUMMARY		2

PURPOSES OF THE 2021 ANNUAL MEETING		8

IMPORTANT INFORMATION ABOUT THE 2021 ANNUAL MEETING AND VOTING		9

BOARD OF DIRECTORS		17

CORPORATE GOVERNANCE		23

EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS		35

OWNERSHIP OF OUR COMMON STOCK		64

PROPOSAL 1 — ELECTION OF DIRECTORS		67

PROPOSAL 2 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		69

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS		71

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS		72

HOUSEHOLDING OF ANNUAL MEETING MATERIALS		73

OTHER MATTERS		73

APPENDIX A — RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES		A-1

Forward-Looking Statements

Certain statements contained in this proxy statement, including, but not limited to, the statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s financial performance; financial condition; operations and services; prospects; growth; and strategies, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,” “will,” “guidance” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it actually will achieve the financial results, plans, intentions or expectations disclosed in the forward-looking statements made. Such forward looking statements, and all phases of the Company’s operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in its forward-looking statements. Such risks and uncertainties include or relate to, among other things: it is challenging to predict the duration and scope of the COVID-19 pandemic and its negative effect on the economy, our operations and financial results; policies adopted by China and other countries will further restrict imports of recyclable materials into those countries and have a further material impact on the Company’s financial results; the capping and closure of the Subtitle D landfill located in Southbridge, Massachusetts and the lawsuit relating to the Subtitle D landfill located in

Bethlehem, New Hampshire (“NCES Landfill”) could result in material unexpected costs; adverse weather conditions may negatively impact the Company’s revenues and its operating margin; the Company may be unable to increase volumes at its landfills or improve its route profitability; the economics of recycling programs may cause municipalities to reconsider the viability of continuing these programs; the Company’s need to service its indebtedness may limit its ability to invest in its business; the Company may be unable to reduce costs or increase pricing or volumes sufficiently to achieve estimated targets; landfill operations and permit status may be affected by factors outside the Company’s control; the Company may be required to incur capital expenditures in excess of its estimates; the Company’s insurance coverage and self-insurance reserves may be inadequate to cover all of its significant risk exposures; fluctuations in energy pricing or the commodity pricing of its recyclables may make it more difficult for the Company to predict its results of operations or meet its estimates; the Company may be unable to achieve its acquisition or development targets on favorable pricing or at all; and the Company may incur environmental charges or asset impairments in the future. There are a number of other important risks and uncertainties that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements. These additional risks and uncertainties include, without limitation, those detailed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in other filings that the Company may make with the Securities and Exchange Commission in the future. The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

PROXY STATEMENT

for the

2021 ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday, June 2, 2021

TIME, DATE AND LOCATION OF 2021 ANNUAL MEETING

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Casella Waste Systems, Inc. (the “Company,” “Casella”, “we,” “us” or “our”), for use at the 2021 Annual Meeting of Stockholders to be conducted online via live webcast at www.meetingcenter.io/239695510 on Wednesday, June 2, 2021 at 10:00 a.m. Eastern Time, and at any adjournments, postponements, continuations or reschedulings thereof (the “2021 Annual Meeting”).

In light of the novel coronavirus (“COVID-19”) pandemic, to support the health and well-being of our stockholders, employees and directors, we have determined that the 2021 Annual Meeting will be conducted exclusively online via live webcast, with no physical in-person meeting. At our virtual 2021 Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.meetingcenter.io/239695510. The password for the meeting is CWST2021. Further information about how to attend the 2021 Annual Meeting online, vote your shares online during the meeting and submit questions online during the meeting is included in this proxy statement.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 16, 2021, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how such stockholders may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis. Stockholders who do not receive a Notice will receive a printed copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

For the 2021 Annual Meeting of Stockholders to be Held on Wednesday, June 2, 2021

This proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2020 (“2020 Annual Report”) are available for viewing, printing and downloading at www.casella.com/2021AnnualMeeting.

A copy of our Annual Report on Form 10-K (including financial statements and schedules) for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon oral or written request to Casella Waste Systems, Inc., Attn: Investor Relations, 25 Greens Hill Lane, Rutland, Vermont 05701, Telephone: 1-802-775-0325.

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are also available on the SEC’s website at www.sec.gov.

PROXY SUMMARY

This summary highlights information that is contained elsewhere in this proxy statement and does not include all of the information that you should consider. You should read the entire proxy statement carefully before voting.

2021 Annual Meeting of Stockholders



Date and Time		Wednesday, June 2, 2021 at 10:00 a.m. Eastern Time

Location		Online via live webcast at www.meetingcenter.io/239695510

Record Date		April 6, 2021

Voting Matters and Board Recommendations



Item	Proposal	Board Recommendation	Page Number

1	Elect three Class III Directors	FOR each nominee	67

2	Approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers	FOR	69

3	Ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021	FOR	71

4	Transact other business that properly comes before the meeting

2021 Nominees for the Board of Directors



Name	Age	Principal Occupation	Committee Memberships

John W. Casella	70	Chairman of the Board of Directors and Chief Executive Officer of Casella Waste Systems, Inc.	None

William P. Hulligan	77	Former President and Chief Executive Officer of Progressive Waste Solutions Ltd.	Compensation Committee (Chair) Audit Committee

Rose Stuckey Kirk	58	Chief Corporate Social Responsibility Officer of Verizon Communications Corporation	Compensation Committee

Company Performance Highlights and Execution Against Fiscal 2021 Strategic Plan

Over the last several years, we have performed well against our key strategic initiatives, with this solid execution translating into strong stockholder value creation in the fiscal year ended December 31, 2020 (“fiscal 2020”).

In early August 2017, we announced an updated long-term strategic plan through our fiscal year ending December 31, 2021 (“Fiscal 2021 Plan”). The Fiscal 2021 Plan remains focused on enhancing stockholder returns by improving cash flows and reducing debt leverage through the following strategic initiatives:

•

Increasing landfill returns by driving pricing in excess of inflation in the disposal capacity constrained markets in the Northeast and working to maximize capacity utilization.

•

Driving additional profitability in our collection operations through profitable revenue growth and operating efficiencies.

•

Creating incremental value through our resource solutions offerings in our recycling, organics, and customer solutions operations.

•

Using technology to drive profitable growth and efficiencies through our efforts to update key systems to drive back office transformation, operating efficiencies and sales force effectiveness.

•

Allocating capital to balance debt delevering with smart growth through continued capital discipline and selective acquisitions of complementary businesses and assets.

To support our efforts, we continue to invest in our employees through leadership development, our career paths program that helps to build long-term development for our employees, technical training for key roles such as drivers and mechanics, and incentive compensation structures that seek to align our employees’ incentives with our long-term goal to improve cash flows and returns on invested capital.

As an essential service provider, it was critical for the Company to keep our employees safe and to provide service for our customers throughout the COVID-19 pandemic. We accomplished this goal by adhering to Centers for Disease Control and Prevention (“CDC”) guidelines, providing the necessary personal protective equipment to our employees, adjusting safety protocols for each role, and moving back-office roles to work from home by leveraging our technology investments. To recognize and thank our frontline and back-office employees for a job well done in fiscal 2020, we awarded all of our hourly employees a $1.8 million “hero’s bonus” just before Labor Day and a special holiday bonus in early December. We also worked to ensure access to pandemic related government essential worker incentives available for our people.

Strong Execution of Fiscal 2021 Plan

LOGO

(1)	Peer stocks include: Covanta Holding Corporation, Republic Services, Inc., Waste Connections, Inc. and Waste Management, Inc. Performance is measured as total shareholder return from December 31, 2019 to December 31, 2020.

Our execution against our long-term strategy has resulted in strong financial performance and positive total shareholder returns over the last five years. This execution continued into fiscal 2020 despite the significant headwinds from the COVID-19 pandemic, with revenues up $31.3 million or 4.2%, net income up $59.5 million or 187.8%, Adjusted EBITDA* up $14.9 million or 9.5%, Adjusted Operating Income* up $3.7 million or 5.9%, net cash provided by operating activities up $23.1 million or 19.8%, and Adjusted Free Cash Flow* up $13.7 million or 24.7%, from the fiscal year ended December 31, 2019. Our strong execution has resulted in +182.9% total shareholder return from January 1, 2018 through December 31, 2020.

LOGO

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, Adjusted Operating Income Margin and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Our strong execution against our strategic plan over the last five fiscal years has driven significant stockholder value creation, with our stock price up 936.0% from December 31, 2015 through December 31, 2020.

LOGO


	December 31, 2015		December 31, 2016		December 31, 2017		December 31, 2018		December 31, 2019		December 31, 2020

Casella Waste Systems, Inc.	$	100.00	$	207.53	$	384.95	$	476.42	$	769.73	$	1,035.95

Russell 2000	$	100.00	$	121.31	$	139.08	$	132.76	$	155.35	$	186.36

Peer Group (1)	$	100.00	$	135.30	$	170.01	$	179.83	$	229.04	$	248.12

(1)	The Peer Group is comprised of Waste Connections Inc., Covanta Holding Corp., Waste Management, Inc. and Republic Services, Inc.

Information About Director Nominees and Continuing Directors

The following table provides summary information regarding each director nominee and each continuing director. Detailed information about each director’s background can be found in “Board of Directors – Director Biographies and Qualifications”.

Committee Membership

Name

Director
Since

Class

Audit

Compensation

Nominations &
Governance

Key Skills and Experience

John W. Casella, 70

Chairman & CEO

Casella Waste Systems, Inc.

1993

III

Solid Waste

Strategic Planning

Regulatory/Public Policy

William P. Hulligan, 77

Former President & COO

Progressive Waste Solutions Ltd.

Independent Director

2015

III

Solid Waste

Operations & Logistics

Regulatory/Public Policy

Rose Stuckey Kirk, 58

Chief CSR Officer

Verizon Communications Corp.

Independent Director

2020

III

Marketing and Sales

ESG

Technology

Michael K. Burke, 63

SVP & CFO

EndoGastric Solutions, Inc.

Independent Director

2008

Financial Expertise

Risk Management

Strategic Planning

James F. Callahan, Jr., 77

Former Partner

Arthur Andersen LLP

Independent Director

2003

Financial Expertise

Risk Management

Regulatory/Public Policy

Douglas R. Casella, 64

Vice Chairman

Casella Waste Systems, Inc.

1993

Solid Waste

Operations & Logistics

Engineering

Michael L. Battles, 52

EVP & CFO

Clean Harbors, Inc.

Independent Director

2019

Financial Expertise

Risk Management

Strategic Planning

Joseph G. Doody, 68

Former Vice Chairman

Staples, Inc.

Lead Director

2004

Strategic Planning

Marketing and Sales

Operations & Logistics

Emily Nagle Green, 63

Former Chairman & CEO

Yankee Group

Independent Director

2012

Technology

Marketing and Sales

Strategic Planning

C= Chair, M = Member

Executive Compensation Highlights

We maintain an executive compensation program that reflects our corporate strategy and short- and long-term business objectives and that provides performance-based pay that aligns the interests of our executives with those of our stockholders. Our Compensation Committee annually reviews our executive compensation program to ensure continued alignment with our philosophy, corporate strategy, and business objectives.

Our stockholders have shown their support for our executive compensation program as evidenced by a 95.7% favorable “say on-pay” vote at our 2020 Annual Meeting of Stockholders.

The overall mix of total target compensation for our Chief Executive Officer and our other named executive officers for fiscal 2020 is illustrated in the following charts:

LOGO

We employ a number of “best practices” with respect to executive compensation design:


WHAT WE DO				WHAT WE DON’T DO



		Balance of short- and long-term incentive compensation; favors longer term

		Majority of named executive officer pay is performance-based

		75% of named executive officer annual equity awards are performance-based

		Caps on named executive officer bonus payments

		Limited use of perquisites

		Executive officer and director stock ownership guidelines
		Executive officer and director stock ownership guidelines

		Double-trigger equity vesting at change in control in our 2016 Incentive Plan

		Clawback policy with respect to cash and equity incentive-based compensation

		Annual “say-on-pay” votes

		Independent Compensation Committee advisor



		Do not guarantee salary increases or non-performance-based bonuses

		Do not permit employees or directors to engage in hedging transactions, short sales of Company securities or the purchase or sale of puts, calls or other derivative securities based on Company securities



		Do not provide excise tax gross-ups in future employment agreements

		Do not provide excessive perquisites

		Do not pay long-term incentive compensation in cash

		Do not include evergreen provisions in stock incentive plan

PURPOSES OF THE 2021 ANNUAL MEETING

At the 2021 Annual Meeting, our stockholders will consider and vote upon the following matters:

To elect three Class III directors, each to serve for a term expiring at the 2024 Annual Meeting of Stockholders;

To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2021; and

To transact such other business as may properly come before the 2021 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof.

All proxies will be voted in accordance with the instructions contained in those proxies. Unless contrary instructions are indicated on the enclosed proxy, all shares of our Class A and Class B common stock represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth herein) will be voted (a) “FOR” the election of all three director nominees nominated by our Board as set forth in this proxy statement, (b) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, (c) “FOR” the ratification of the appointment RSM US LLP as our independent auditors for the fiscal year ending December 31, 2021, and (d) in the discretion of the persons named on the proxy card in connection with any other business that may properly come before the 2021 Annual Meeting and any adjournments, postponements, reschedulings or continuations thereof, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At this time, except as otherwise disclosed in this proxy statement, the Board knows of no other business that may properly come before the 2021 Annual Meeting; however, if other matters properly come before the 2021 Annual Meeting, it is intended that the persons named in the proxy will vote thereon in accordance with their best judgment.

IMPORTANT INFORMATION ABOUT THE 2021 ANNUAL MEETING AND VOTING

Q. Why did I receive these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the 2021 Annual Meeting, to be conducted online via live webcast at www.meetingcenter.io/239695510 on Wednesday, June 2, 2021 at 10:00 a.m. Eastern Time.

Q. What is included in the proxy materials?

The proxy materials include this proxy statement and our 2020 Annual Report, which includes our Annual Report on Form 10-K for fiscal 2020 (the “2020 Form 10-K”). If you receive a paper copy of the proxy materials, a proxy card or voting instruction form are also included.

Q. Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of a full set of printed proxy materials?

Providing access to proxy materials over the Internet helps us lower the cost of holding our annual meeting and saves natural resources. This approach expedites stockholders’ receipt of proxy materials while conserving natural resources and reducing our distribution costs.

On or about April 16, 2021, we are mailing the Notice to our stockholders (except those stockholders who previously requested electronic or paper delivery of proxy materials), which includes instructions as to how stockholders may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials provided in the Notice.

Q. How do I attend and vote at the virtual 2021 Annual Meeting?

The 2021 Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the meeting online via live webcast. The webcast will start at 10:00 a.m. Eastern Time on June 2, 2021.

You are entitled to participate in the 2021 Annual Meeting only if you were a holder of the Company’s shares as of the close of business on April 6, 2021, the record date for the 2021 Annual Meeting. Stockholders will be able to attend the meeting online, vote online during the meeting and submit questions online during the meeting by visiting www.meetingcenter.io/239695510. We encourage you to access the 2021 Annual Meeting prior to the start time. Online access will begin at 9:45 a.m. Eastern Time.

If your shares are registered directly in your name (i.e., you hold your shares through our transfer agent, Computershare), you must have your control number, which is located on your proxy card or the Notice, and the password CWST2021 to attend the 2021 Annual Meeting online, vote online during the meeting and submit questions online during the meeting. If you are a registered holder, you are already registered for the meeting.

If you hold your shares in “street name,” meaning they are held for your account by a bank, broker or other nominee, you must register in advance to attend the 2021 Annual Meeting online, vote online during the meeting and submit questions online during the meeting. To register to attend the 2021 Annual Meeting online, you must submit proof of your proxy power (legal proxy) from your bank or broker reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must

be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 28, 2021. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare at the following:

By email: Forward the email from your broker granting you a legal proxy, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail: Computershare

Casella Waste Systems, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Q. What if I encounter technical difficulties or have trouble accessing the 2021 Annual Meeting?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the 2021 Annual Meeting. If you have technical difficulties or trouble accessing the virtual 2021 Annual Meeting at any time after online access commences at 9:45 a.m. Eastern Time, on the date of the 2021 Annual Meeting, please access the support link provided on the meeting website or call 1-888-724-2416 or 1-781-575-2748 for technical assistance.

Q. Why is the 2021 Annual Meeting a virtual, online meeting?

To support the health and well-being of our stockholders, employees and directors in light of the COVID-19 pandemic, the 2021 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. Our virtual meeting will be governed by our Rules of Conduct, which will be posted at www.meetingcenter.io/239695510 on the date of the 2021 Annual Meeting. In light of the public health and safety concerns related to COVID-19, we believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the 2021 Annual Meeting by enabling stockholders to participate remotely from any location around the world. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

Q. What are the recommendations of the Board?

Our Board unanimously recommends that you vote your shares as follows:

•

“FOR” the election of the three Class III directors nominated by our Board as set forth in this proxy statement;

•

“FOR” the approval, in an advisory “say-on-pay” vote, of the compensation of our named executive officers; and

•

“FOR” the ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2021.

Q. Who can vote at the 2021 Annual Meeting and what are the voting rights of such stockholders?

Our Board fixed April 6, 2021 as the record date for the 2021 Annual Meeting. If you were a stockholder of record on the record date, you are entitled to vote (in person or by proxy) all of the shares that you held on that date at the 2021 Annual Meeting and at any postponement, adjournment, rescheduling or continuation thereof.

On the record date, we had 50,374,964 shares of Class A common stock outstanding (each of which entitles its holder to one vote per share) and 988,200 shares of Class B common stock outstanding (each of which entitles its holder to 10 votes per share). Unless indicated otherwise in this proxy statement, we refer to our Class A common stock and our Class B common stock together as our common stock. Holders of our common stock do not have cumulative voting rights.

No securities other than our Class A common stock and Class B common stock are entitled to vote at the 2021 Annual Meeting. Only stockholders of record on April 6, 2021 are entitled to notice of, and to vote at, the 2021 Annual Meeting.

Q. How do I vote?

If your shares are registered directly in your name, you may vote:

(1)

Over the Internet: Go to the website of our tabulator, Computershare Trust Company, N.A., at www.investorvote.com/CWST. Use the vote control number printed on the Notice (or your proxy card) to access your account and vote your shares. You must specify how you want your shares voted or your internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. You must submit your internet proxy before 11:59 p.m., Eastern Time, on Tuesday, June 1, 2021, the day before the 2021 Annual Meeting, for your proxy to be valid and your vote to count.

(2)

By Telephone: Call 1-800-652-VOTE (8683), toll free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on Tuesday, June 1, 2021, the day before the 2021 Annual Meeting, for your proxy to be valid and your vote to count.

(3)

By Mail: If you received a printed copy of the proxy materials, complete and sign your proxy card and mail it to Computershare Trust Company, N.A. in the postage prepaid envelope we provided. Computershare Trust Company, N.A. must receive the proxy card by Tuesday, June 1, 2021, the day before the 2021 Annual Meeting, for your proxy to be valid and your vote to count. Your shares will be voted according to your instructions.

(4)

Online while virtually attending the Meeting: If you attend the 2021 Annual Meeting online, you may vote your shares online while virtually attending the 2021 Annual Meeting by visiting www.meetingcenter.io/239695510.

If your shares are held in “street name,” meaning they are held for your account by a bank, broker or other nominee, you may vote:

(1)

Over the Internet or by Telephone: You will receive instructions from your bank, broker or other nominee if they permit internet or telephone voting. You should follow those instructions.

(2)

By Mail: You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares by mail. You should follow those instructions.

(3)

Online while virtually attending the Meeting: You may vote your shares online while virtually attending the 2021 Annual Meeting by following the instructions as described in the answer to the question above entitled “How do I attend and vote at the virtual 2021 Annual Meeting?”

Q. How will my shares be voted if I do not return my proxy or do not provide specific voting instructions in the proxy card or voting instruction form that I submit?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the internet prior to the 2021 Annual Meeting, by telephone, by returning your proxy or online while virtually attending the 2021 Annual Meeting. If you submit a proxy card without giving specific voting instructions on one or more matters listed in the Notice, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the 2021 Annual Meeting, subject to compliance with Rule 14a-4(c) of the Exchange Act.

If your shares are held in street name at a broker, your broker may under certain circumstances vote your shares on “routine” matters if you do not timely provide voting instructions in accordance with the instructions provided by them. However, if you do not provide timely instructions, your broker does not have the authority to vote on any “non-routine” proposals at the 2021 Annual Meeting and a “broker non-vote” would occur.

Q. What effect do broker non-votes have on the proposals?

Under applicable stock exchange rules, brokers may vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions; however, on matters considered “non-routine,” brokers may not vote shares without their customers’ instruction. Shares that are voted on “routine” proposals by brokers but not on those proposals deemed “non-routine” are referred to as “broker non-votes” with respect to the “non-routine” proposals.

The election of directors (Proposal 1) and the advisory “say-on-pay” vote (Proposal 2) are “non-routine” matters. The ratification of the appointment of our independent auditors (Proposal 3) is a “routine” matter.

We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the 2021 Annual Meeting according to your instructions.

Q. How will my shares be voted if I mark “Abstain” on my proxy card?

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but abstentions will not be counted as votes cast for or against any given matter.

Q. Can I change my vote or revoke my proxy?

If your shares are registered directly in your name, you may revoke your proxy or change your vote at any time before the 2021 Annual Meeting. To do so, you must do one of the following:

(1)

Vote over the internet or by telephone prior to the 2021 Annual Meeting as instructed above. Only your latest internet or telephone vote submitted prior to the 2021 Annual Meeting is counted. You may not change your vote over the internet or by telephone after 11:59 p.m., Eastern Time, on Tuesday, June 1, 2021.

(2)

Sign a new proxy and mail it as instructed above. Only your latest dated, valid proxy received by Computershare Trust Company, N.A. by Tuesday, June 1, 2021 will be counted.

(3)

Attend the virtual 2021 Annual Meeting and vote online as instructed above. Attending the virtual 2021 Annual Meeting alone will not revoke your internet vote, telephone vote or proxy, as the case may be.

If your shares are held in street name, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote online while virtually attending the 2021 Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you follow the instructions as described in the answer to the question above entitled “How do I attend and vote at the virtual 2021 Annual Meeting?”.

Q. How many shares must be present to hold the 2021 Annual Meeting?

The presence, in person or by proxy, of shares representing a majority of the votes entitled to be cast at the 2021 Annual Meeting by the holders of our Class A common stock and our Class B common stock, voting together as a class, is necessary to constitute a quorum for the transaction of business at the 2021 Annual Meeting. Shares present virtually during the 2021 Annual Meeting will be considered shares of common stock represented in person at the meeting. Abstentions are counted for the purpose of determining the presence of a quorum. Broker non-votes, if any, are counted for the purpose of determining the presence of a quorum. If a quorum is not present, we expect to adjourn the 2021 Annual Meeting until we obtain a quorum.

Q. What vote is required to approve
each matter and how are votes
counted?

Proposal 1 — Election of Three Class III Directors

The three (3) nominees for director receiving the highest number of votes FOR election will be elected as Class III directors. Proposal 1 is a non-routine matter. Pursuant to our majority vote resignation policy included in the Company’s Corporate Governance Guidelines, any nominee who is an incumbent director and who does not receive more votes “for” his or her election than votes “withheld” from his or her election in an uncontested election of directors would be required to offer his or her resignation to the Board.

If a stockholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote or because of some other reason, the shares will not count in determining the total number of votes for each nominee. Proxies signed and returned to the Company unmarked will be voted FOR the three (3) nominees (John W. Casella, William P. Hulligan and Rose Stuckey Kirk).

If your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 1. In this regard, please note that brokers may not vote on the election of directors in the absence of specific client instructions. Those who hold shares in a brokerage account are encouraged to provide voting instructions to their broker. Votes that are not returned, votes that are withheld and broker non-votes will have no effect on the outcome of the election. In this regard, shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee and will be treated as broker non-votes.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

With respect to Proposal 1, you may:

•

vote FOR all nominees;

•

vote FOR one or more nominees and WITHHOLD your vote from the other nominees; or

•

WITHHOLD your vote from all nominees.

Proposal 2 — Advisory “Say-on-Pay” Vote on the Compensation of Our Named Executive Officers

To approve Proposal 2, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal. Proposal 2 is a non-routine matter. Therefore, if your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 2. Shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST Proposal 2 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 2. If you vote to ABSTAIN on this Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld on Proposal 2. Voting to ABSTAIN will have no effect on the voting on Proposal 2.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our Board (or any

committee thereof). However, the Compensation Committee of our Board and our Board value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal 3 — Ratification of the Appointment of Independent Auditors

To approve Proposal 3, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal. Proposal 3 is a routine matter. If your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your unvoted shares on Proposal 3. If you vote to ABSTAIN on this Proposal 3, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld on Proposal 3. Voting to ABSTAIN will have no effect on the voting on Proposal 3.

Although stockholder ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2021 by the Audit Committee of our Board is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If such ratification is not approved at the 2021 Annual Meeting, our Audit Committee may reconsider its appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2021.

Q. Are there other matters to be voted on at the 2021 Annual Meeting?

We do not know of any matters that may come before the 2021 Annual Meeting other than as discussed in this proxy statement. If any other matters are properly presented at the 2021 Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter subject to compliance with Rule 14a-4(c) of the Exchange Act.

Q. How do I submit a question at the virtual 2021 Annual Meeting?

If you wish to submit a question on the day of the 2021 Annual Meeting, beginning at 9:45 a.m. Eastern Time, you may log into, and ask a question on, the virtual meeting platform at www.meetingcenter.io/239695510. Our virtual meeting will be governed by our Rules of Conduct, which will be posted at www.meetingcenter.io/239695510 on the date of the 2021 Annual Meeting. We intend to answer during the 2021 Annual Meeting all questions submitted that are pertinent to the Company and the items being voted on by stockholders, as time permits and in accordance with our Rules of Conduct. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will either post the response on the investor relations section of our website following the 2021 Annual Meeting, or respond directly to that stockholder using the contact information provided. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources and address all stockholder questions, we will respond to no more than two questions from any single stockholder.

Q. Where can I find the voting results?

We will report the voting results in a Current Report on Form 8-K within four business days following the conclusion of the 2021 Annual Meeting.

Q. What is the Company’s Internet address?

The Company’s internet address is www.casella.com. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

Q. What are the costs of soliciting these proxies?

We will bear the entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company. In addition to such solicitation materials, our directors, officers and employees may solicit proxies by telephone, telegram, facsimile, electronic mail, internet and text messaging as well as personal solicitation without additional compensation. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.

Copies of solicitation material will be furnished to banks, brokerage houses, dealers, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2020 Annual Report, which includes the 2020 Form 10-K, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

BOARD OF DIRECTORS

Information Regarding Directors and Director Nominees

Our Second Amended and Restated Certificate of Incorporation and our By-Laws provide for the classification of our Board into three classes, each having as nearly an equal number of directors as possible. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring.

Our Board currently consists of ten directors. Class I consists of Michael K. Burke, James F. Callahan, Jr. and Douglas R. Casella, each with a term ending at the 2022 Annual Meeting of Stockholders. Class II consists of Michael L. Battles, Joseph G. Doody and Emily Nagle Green, each with a term ending at the 2023 Annual Meeting of Stockholders. Class III consists of John W. Casella, William P. Hulligan, Rose Stuckey Kirk and James E. O’Connor, each with a term ending at the 2021 Annual Meeting. The holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Mr. Battles, a Class II director and a member of the Audit Committee, serves as the Class A Director. The employment agreement by and between us and Mr. John Casella requires that we use our best efforts to cause Mr. John Casella to be nominated and elected as a director.

Mr. O’Connor is not standing for re-election at the 2021 Annual Meeting and will retire from the Board when his service as a director ends at the 2021 Annual Meeting. Mr. O’Connor will serve as a Class III director until his term expires at the 2021 Annual Meeting. Upon the recommendation of the Nominations and Governance Committee of our Board, our Board nominated Messrs. John W. Casella and William P. Hulligan and Ms. Rose Stuckey Kirk for re-election at the 2021 Annual Meeting as Class III directors, each to serve until the 2024 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified. Messrs. John Casella, Hulligan and O’Connor were elected as directors by our stockholders at the 2018 Annual Meeting of Stockholders. Ms. Kirk was elected to the Board as a Class III director effective July 31, 2020.

Director Biographies and Qualifications

Background information about each director nominee and each continuing director, including his or her age and period of service as a director of the Company; his or her committee memberships; his or her business experience, including principal occupation and employment and directorships at other public companies during the past five years; his or her community activities; and his or her other experience, qualifications, attributes or skills that led our Board to conclude he or she should serve as a director of the Company, is provided below.

Class III Director Nominees to be elected at the 2021 Annual Meeting (terms expiring at the 2024 Annual Meeting of Stockholders, if elected)

LOGO

Class I Directors (terms expiring at the 2022 Annual Meeting of Stockholders)

LOGO

Class II Directors (terms expiring at the 2023 Annual Meeting of Stockholders)

LOGO

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance policies and practices that we have adopted. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees, Corporate Governance Guidelines and charters for the Audit Committee, Compensation Committee and Nominations and Governance Committee of our Board. Complete copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and committee charters, which are described below, are available on the Investor Relations section of our website, www.casella.com. Alternatively, you can request a copy of any of these documents by writing to Casella Waste Systems, Inc., Attn: Corporate Secretary, 25 Greens Hill Lane, Rutland, Vermont 05701.

Board Responsibilities

The Board oversees, counsels and directs management in our long-term interests and those of our stockholders. The Board’s responsibilities include:

•

Selecting and regularly evaluating the performance of the Chief Executive Officer and other executive officers;

•

Reviewing and approving our major financial objectives and strategic and operating plans, business risks and actions;

•

Overseeing the conduct of our business to evaluate whether the business is being properly managed; and

•

Overseeing the processes for maintaining the integrity of our financial statements and other publicly disclosed information in compliance with law.

All of our directors are expected to comply with our Code of Business Conduct and Ethics and our Insider Trading Policy. The Board conducts periodic self-evaluations. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. These guidelines, which provide a framework for the conduct of our Board’s business, provide, among other matters, that:

•

our Board’s principal responsibility is to oversee the management of the Company;

•

a majority of the members of our Board shall be independent directors;

•

the independent directors shall meet regularly in executive session;

•

directors shall have full and free access to management and, as necessary and appropriate, independent advisors;

•

newly elected directors are expected to participate in a briefing program, which is designed to provide new directors with the non-public information regarding the strategic direction of the Company as well as a background of the Company’s financial information;

•

all directors are expected to participate in continuing director education on an ongoing basis; and

•

our Board and its committees will conduct periodic self-evaluations to determine whether they are functioning effectively.

Board Determination of Independence

Under the applicable rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board determined that none of Mses. Kirk and Nagle Green or Messrs. Battles, Burke, Callahan, Doody, Hulligan and O’Connor has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. The Board also determined that Gregory B. Peters, a former director, was an “independent director” prior to his retirement from our Board on June 2, 2020.

Director Nomination Process

The Nominations and Governance Committee acts under a written charter that we have posted on the Corporate Governance page of the Investor Relations section of our website, www.casella.com. The process followed by the Nominations and Governance Committee to identify, evaluate and nominate new directors to the Board is to identify needed skills and domains, invite recommendations from Board members, investors, and others, and develop a candidate slate from those sources as well as from any third-party recruitment firm or service that is engaged by the Nominations and Governance Committee. The Nominations and Governance Committee’s candidate evaluation process includes multiple phone and in-person interviews conducted by the third-party recruitment firm or service engaged by the Nominations and Governance Committee, members of the Nominations and Governance Committee, and Company executives, and also external references and background checks. During fiscal 2020, the Nominations and Governance Committee retained the services of an independent recruitment service to help identify and evaluate potential director candidates. Ms. Kirk, who joined the Board in July 2020, was identified as a potential director candidate for consideration by the Nominations and Governance Committee by such a recruitment service.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominations and Governance Committee applies the criteria set forth in our Corporate Governance Guidelines as well as current and potential future needs the Company may have for support from the Board in particular domains. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diversity, diligence, absence of conflicts of interest and the ability to act in the interests of all stockholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominations and Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds, gender, race, national origin and tenure of Board service, and considers candidates from a broad range of sources, including lists of board-ready diverse candidates. The Nominations and Governance Committee is committed to considering diversity in its director candidate recommendations and ensures that all slates include a diversity of candidates. The Committee does not assign

specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The Nominations and Governance Committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities to our stockholders.

The director biographies appearing above indicate each nominee’s experience, qualifications, attributes and skills that led our Board to conclude that he or she should continue to serve as a member of our Board. Our Board believes that each of the nominees has substantial achievement in his or her professional pursuits, and possesses the background, talents and experience that our Board desires and that will contribute to the best interests of the Company and to long-term stockholder value.

Stockholder Nominations

Stockholders may recommend individuals to the Nominations and Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to: Nominations and Governance Committee, c/o Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701. The Nominations and Governance Committee has no obligation to consider individuals recommended by stockholders for nomination by the Committee as potential director candidates. However, assuming that appropriate biographical and background material has been provided on a timely basis, we expect that individuals recommended by stockholders would be so considered and evaluated by the Nominations and Governance Committee by following substantially the same process, and applying substantially the same criteria, as it follows for candidates identified by the Committee and others.

Stockholders also have the right under our By-Laws to directly nominate director candidates, without any action or recommendation on the part of the Nominations and Governance Committee or our Board, by following the procedures set forth under “Stockholder Proposals and Nominations for the 2022 Annual Meeting of Stockholders.” If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy statement and proxy card for the next annual meeting of stockholders. Otherwise, candidates nominated by stockholders in accordance with the procedures set forth in the By-Laws will not be included in our proxy statement and proxy card for the next annual meeting.

Board Meetings and Attendance

Our Board met seven times during fiscal 2020, either in person or by teleconference. During fiscal 2020, each incumbent director attended at least 75% of the meetings of our Board and the committees of our Board on which he or she then served, except Mr. Douglas Casella, who was unavailable for two Board meetings.

Director Attendance at Annual Meeting of Stockholders

We encourage, but have no policy with respect to, attendance of directors at the annual meeting of stockholders. Eight of our then-serving directors attended the 2020 Annual Meeting of Stockholders.

Board Leadership Structure

Mr. John Casella serves as Chairman of our Board and our Chief Executive Officer. Mr. Doody serves as our Lead Director. Our Board believes that combining the Chairman and Chief Executive Officer positions fosters clear accountability, effective decision-making and alignment of corporate strategy, strikes an effective balance between strategy development, independent leadership and management oversight in the Board process and, taken together with the Lead Director role, is the appropriate leadership structure for us at this time. The responsibilities of the Lead Director are included in our Corporate Governance Guidelines, which are posted on

the Corporate Governance page of the Investor Relations section of our website, www.casella.com. The Lead Director chairs meetings of our independent directors, meets with any director who is not adequately performing his or her duties as a member of our Board or any committee and facilitates communications between the Chairman of our Board and other directors. The Lead Director also works with the Chairman of our Board in preparing agendas for each meeting of our Board and consults with the Chairman of our Board on matters relating to corporate governance and board performance.

Board Committees

Our Board has established three standing committees — Audit, Compensation and Nominations and Governance — each of which operates under a charter that was approved by our Board.

Our Board determined that all of the members of each of its three committees are independent under the rules of the Nasdaq Stock Market, including, in the case of all members of the Audit Committee, the independence requirements under Rule 10A-3 under the Exchange Act, and, in the case of all members of the Compensation Committee, the independence requirements under Rule 10C-1 under the Exchange Act. Our current non-employee directors serve on the committees of our Board as follows:


	Audit Committee	Compensation Committee	Nominations and Governance Committee

Michael L. Battles

Michael K. Burke

James F. Callahan

Joseph G. Doody**

William P. Hulligan

Rose Stuckey Kirk

Emily Nagle Green

James E. O’Connor

**	Lead Director

Chairperson

Member

Audit Committee

The Audit Committee’s responsibilities include:

•

appointing, evaluating, retaining and, if necessary, terminating an independent registered public accounting firm to serve as our independent auditors;

•

reviewing and discussing with management and our independent auditors our annual and quarterly financial statements and related disclosures and the internal controls over our financial reporting;

•

overseeing our compliance with legal and regulatory requirements;

•

taking appropriate actions, or recommending that our Board take appropriate action, to oversee the qualifications and independence of our independent auditors, including the consideration of independence when preapproving audit and non-audit services;

•

overseeing our internal audit function;

•

monitoring the performance of our internal audit function and our independent auditors, including conducting an annual evaluation of the performance of our auditors;

•

overseeing our risk management policies;

•

reviewing and approving or ratifying any related person transactions; and

•

preparing the Audit Committee report required by SEC rules, which is included on page 31 of this proxy statement.

The members of the Audit Committee are Messrs. Burke (Chair), Battles, Callahan and Hulligan. Our Board determined that Mr. Burke is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met five times during fiscal 2020, either in person or by teleconference. See “Report of the Audit Committee of the Board of Directors.”

Compensation Committee

The Compensation Committee’s responsibilities include:

•

administering any bonus, incentive compensation and stock incentive plans;

•

reviewing and approving the salaries and certain other compensation and benefits of our executive officers;

•

reviewing and making recommendations to our Board with respect to director compensation;

•

reviewing and discussing with management our “Compensation Discussion and Analysis,” which is included beginning on page 35 of this proxy statement; and

•

preparing the Compensation Committee report required by SEC rules, which is included on page 48 of this proxy statement.

Under its charter, the Compensation Committee may form and delegate authority to subcommittees as it deems appropriate from time to time under the circumstances. The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer and director compensation. During fiscal 2020, the Compensation Committee retained Pay Governance LLC, an independent compensation consultant (“Pay Governance”). Pay Governance reports directly to the Compensation Committee and assists the Compensation Committee in evaluating and designing executive and director compensation. In fiscal 2020, Pay Governance assisted the Compensation Committee in reviewing benchmark information related to our executive compensation program and our director compensation program, reviewing our Compensation Discussion and Analysis disclosure, and administering the Relative TSR multiplier for performance-based stock units.

The members of the Compensation Committee are Messrs. Hulligan (Chair) and O’Connor and Mses. Kirk and Nagle Green. The Compensation Committee met six times during fiscal 2020, either in person or by teleconference.

Nominations and Governance Committee

The Nominations and Governance Committee’s responsibilities include:

•

identifying individuals qualified to become members of our Board;

•

recommending to our Board persons to be nominated for election as directors;

•

developing, reviewing and recommending to our Board applicable corporate governance guidelines; and

•

overseeing periodic evaluations of our Board.

The members of the Nominations and Governance Committee are Ms. Nagle Green (Chair) and Messrs. Burke and Callahan. The Nominations and Governance Committee met six times during fiscal 2020, either in person or by teleconference.

Risk Oversight

Role of Our Board in Management of Risk

Our Board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of senior management on areas of material risk to us, including operational, financial, legal and regulatory, cybersecurity, strategic and reputational risks. As part of its charter, the Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on us and the steps we take to manage them. In addition, the Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning. The Nominations and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure and corporate governance.

Risk Considerations in Executive Compensation

Our Compensation Committee regularly considers risk as it relates to our executive compensation program, and our Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk taking. As described more fully below in “Compensation Discussion and Analysis,” we structure our compensation program to consist of both fixed and variable components to motivate our executives to produce superior short and long-term results that are in the best interests of us and our stockholders in order to attain our ultimate objective of increasing stockholder value. We believe that any risks that may arise from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee in fiscal 2020 were Messrs. Doody, Hulligan, O’Connor and Peters and Mses. Kirk and Nagle Green. Aside from Mr. John Casella, our Chief Executive Officer and Chairman of the Board who serves as an executive officer and director of Casella Construction, Inc., a company for which Mr. Douglas Casella, a member of our Board, is President, none of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or Compensation Committee.

Certain Relationships and Related Person Transactions

We have adopted a written policy and have established procedures (the “Policy”) regarding approval of any transaction, arrangement or relationship in which the Company is a participant, and one of our executive officers, directors, certain employees or 5% stockholders (or their immediate family members) or other related persons (as defined in the Policy), has a direct or indirect material interest. We refer to any such transaction,

arrangement or relationship as a “related person transaction.” The Policy requires that, subject to specific procedures for certain types of related person transactions set forth in the Policy, all related person transactions involving an aggregate amount of up to $120,000 be pre-approved by the Company’s Chief Operating Officer or Chief Financial Officer and all related person transactions involving an aggregate amount exceeding $120,000 be pre-approved by the Chief Operating Officer or Chief Financial Officer and the Audit Committee.

With respect to bidding projects in excess of $500,000 in which a related person, including Casella Construction, Inc., is a bidder, the Audit Committee has established a specific procedure. This procedure requires us to solicit a minimum of three qualified bids. The bid package is required to be sufficiently detailed to allow for direct comparisons of costs between responsive bidders. Bids for work on which Casella Construction, Inc. or any other related person is bidding are required to be directed to a third party engineer for opening, compilation and tabulation. The bids are then evaluated by the project team based on price, performance references, qualifications, experience, alternate bid items, proposed schedule, subcontractors qualifications/references, technical compliance and other bid information that is in the best interest of the project. In the event that a construction contract is successfully bid by a related person, bids and recommendations are required to be submitted to our Chief Financial Officer and our Chief Operating Officer for submission to the Audit Committee for its approval. Change orders relating to contracts with related parties are required to be approved by the same officers (Chief Operating Officer or Chief Financial Officer) and/or the Audit Committee, as applicable, that pre-approved the original related person transaction; provided that the original pre-approval of a contract constituting a related person transaction may include pre-approved allowances for change orders not exceeding 10% of the value of the contract.

The credit agreement for our term loan facility and revolving credit facility provides that, subject to certain exceptions, we may not enter into any transaction with any affiliate of ours, whether or not in the ordinary course of business, unless our Board determines in good faith that such transaction is on fair and reasonable terms substantially as favorable as would be obtainable by us at the time in a comparable arm’s length transaction.

We engage Casella Construction, Inc., a company owned by John W. Casella, our Chief Executive Officer and the Chairman of our Board, his son John Casella II, his brother Douglas R. Casella, the Vice Chairman of our Board, and Mr. Douglas Casella’s son, Joseph Casella, to provide construction and related services for us, including construction, closure and capping activities at our landfills. Total purchased services from Casella Construction, Inc. charged to operations or capitalized to landfills from January 1, 2020 to December 31, 2020 was $13,046,125, of which $1,297,199 was outstanding and included in either accounts payable or other current liabilities at December 31, 2020. All contracts awarded to Casella Construction, Inc. in excess of $500,000 were approved in accordance with the procedures described above for bidding projects in which a related person is a bidder. In addition, we have approved ongoing contracts with Casella Construction, Inc., which we expect will result in additional payments by us to Casella Construction, Inc. Total revenues recorded pursuant to these contracts from January 1, 2020 to December 31, 2020 was $288,378.

We are also party to two real estate leases with Casella Associates, LLP, a Vermont limited liability company owned by Messrs. John Casella and Douglas Casella. These leases relate to our corporate headquarters in Rutland, Vermont, and our Montpelier, Vermont facility, and provide for aggregate monthly payments by us of $28,877, subject to an annual escalation provision based on increases in the consumer price index, through their expiration in August 2023.

From 1977 to 1992, we operated an unlined landfill located in Whitehall, New York, owned by Bola, Inc., a corporation owned by Messrs. John Casella and Douglas Casella, which operated as a single-purpose real estate holding company. We paid the cost of closing this landfill in 1992 and have agreed to pay all post-closure obligations. From January 1, 2020 to December 31, 2020, we paid an aggregate of $8,091 pursuant to this arrangement. As of December 31, 2020, we had accrued $25,333 for costs related to those post-closure obligations.

In connection with Mr. Douglas Casella’s service as President of Casella Waste Management, Inc., our wholly-owned subsidiary, in fiscal 2020 we granted Mr. Douglas Casella a restricted stock unit award with a grant date fair value of $164,991 and paid $6,149 for life insurance premiums.

Michael Casella, the son of Mr. John Casella, is employed by the Company as market area manager. From January 1, 2020 through December 31, 2020, Mr. Michael Casella earned $199,739 as salary, bonus, and other benefits related to his employment and received a restricted stock unit award with a grant date fair value of $15,982.

Elizabeth Casella, the daughter of Mr. John Casella, is employed by the Company as Director of Development and Coordination. From January 1, 2020 through December 31, 2020, Ms. Casella earned $201,693 as salary, bonus, and other benefits related to her employment and received a restricted stock unit award with a grant date fair value of $18,197.

We have entered into employment agreements with certain of our officers. See “Executive and Director Compensation and Related Matters — Potential Payments Upon Termination or Change of Control — Employment Agreements.”

Communicating with the Independent Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Lead Director, with the assistance of our Chief Financial Officer and General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Lead Director considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board should address such communications to: Board of Directors, Attn: Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701.

Restrictions on Hedging Transactions and Pledging Transactions

We have an insider trading policy that is applicable to our employees and directors. The policy prohibits those individuals, and their family members and certain other persons and entities with whom they have relationships, from engaging in the following activities: short sales of our securities, including short sales “against the box”; purchases or sales of puts, calls or other derivative securities based on our securities; and purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. The policy also prohibits our executive officers, directors and certain employees designated by the Board, our Chief Executive Officer, our Chief Financial Officer or our General Counsel, and their family members and certain other persons and entities with whom they have relationships, from purchasing our securities on margin; borrowing against our securities held in a margin account; or pledging our securities as collateral for a loan. However, an exception may be granted where a person wishes to pledge our securities as collateral for a loan (other than a margin loan) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge our securities as collateral for a loan must submit a request for approval to our Chief Financial Officer or our General Counsel. In addition, any such request by a director or executive officer must also be reviewed and approved by the Audit Committee.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on the Corporate Governance page of the Investor Relations section of our website, www.casella.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq’s listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Report of the Audit Committee of the Board of Directors

The Audit Committee assists the Board with its oversight of our accounting and financial reporting processes and the audits of our financial statements; the integrity of our financial statements; compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; the performance of our internal audit function and independent auditor; and our risk management policies.

The Audit Committee has also established procedures for the receipt, retention, and treatment of complaints or concerns regarding accounting, internal accounting controls and auditing matters; reviews and approves related party transactions, including the reporting or referral of such transactions to the Board; and reviews and approves the Company’s entry into swap transactions and policies related thereto. The Audit Committee’s function is more fully described in the Audit Committee Charter.

The Audit Committee reviewed our audited financial statements for the fiscal year ended December 31, 2020 and discussed these financial statements with our management and RSM US LLP (“RSM”), our independent auditors. The Audit Committee also discussed with RSM the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has also received the written disclosures and the letter from RSM required by applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence, and has discussed with RSM its independence from us.

In fulfilling its responsibilities, the Audit Committee held meetings with management, our internal auditor and RSM to discuss our internal control over financial reporting and our quarterly and annual reports. In addition, the Audit Committee chair held discussions relating to various matters of importance to the Audit Committee with management, our internal auditor, and RSM, including our risk management processes and the Audit Committee’s evaluations of our internal audit function and RSM.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2020.

Following the completion of the Audit Committee’s review of our financial statements for the fiscal year ended December 31, 2020 and our internal control over financial reporting, and after considering the independence and qualifications of RSM, including RSM’s familiarity with the Company’s risks, systems, processes, controls, and accounting, and having received input from management and our internal auditor, the Audit Committee completed its evaluation of RSM and concluded that it was in the best interest of the Company and its stockholders to appoint RSM as our independent auditors for the fiscal year ending December 31, 2021.

While the Audit Committee has the authority to select and appoint the Company’s independent auditors, it believes that the Company’s stockholders should have the opportunity to ratify the Audit Committee’s appointment of RSM as our independent auditors.

By the Audit Committee of the Board of Directors of Casella Waste Systems, Inc.

Michael K. Burke, Chair

Michael L. Battles

James F. Callahan, Jr.

William P. Hulligan

Corporate Responsibility Highlights

Sustainability and Social Responsibility at Casella

Sustainability and social responsibility are at the core of what we do at Casella. From our early roots in Vermont in 1975, we have built a business that focuses on driving stakeholder value by improving the environment, enhancing the communities where we operate, and bettering the lives of our employees. We have been a leader for the last 45 years in developing the necessary infrastructure, leading resource management services, and a world class team that helps our customers and communities meet their sustainability and environmental goals.

We report bi-annually on sustainability and social responsibility matters in our Sustainability Report. We published our first Sustainability Report in 2009 and our 2020 Sustainability Report can be accessed electronically at https://www.casella.com/about-us/casella-sustainability. We are not including the information contained in our Sustainability Report in, or incorporating it by reference into, this proxy statement.

Our key environmental sustainability, social responsibility, and corporate governance initiatives are organized as follows.

LOGO

Our 2020 Sustainability Report provides detailed information about the alignment of our business strategy and key sustainability and social responsibility initiatives. In addition, the report provides baseline 2019 data and sets ten 2030 goals to advance important initiatives. Below is a high-level overview of these goals.



Essential Workers	HEALTH & SAFETY	Improve our safety performance – keeping our people safe and healthy with a strong focus on safety, operating standards, and outstanding health and wellness programs
Essential Workers	ENGAGEMENT	Enhance employee engagement – reducing total employee turnover through improved selection, training, career paths, and incentives



Materials Management	RESOURCE SOLUTIONS	Grow our Resource Solutions business – building on our successful recycling, organics, and solutions programs to drive higher sustainability for our customers
Materials Management	RENEWABLE ENERGY	Increase renewable energy from our facilities – driving incremental value from our infrastructure with renewable energy opportunities

Sustainable Operations	ENVIRONMENTAL COMPLIANCE	Maintain strong environmental compliance – ensuring environmental compliance is critical to maintaining and expanding our essential environmental facilities
Sustainable Operations	FUEL EFFICIENCY	Improve our fuel efficiency – reducing the environmental impact of collecting waste and recycling through additional automation and efficiencies, and adoption of new technologies

Climate Leadership	GHG EMISSIONS	Further reduce our carbon footprint – as a founding member of the EPA Climate Leaders Program, Casella reduced its GHG emissions by 45% from 2005 to 2010. Casella has set a second goal to reduce GHG by 40% from 2010 to 2030
Climate Leadership	NET CLIMATE BENEFIT	Grow our Net Climate Benefit Factor – this important metric measures the reduction of GHG emissions through our recycling, organics, and carbon sequestration efforts in relation to the carbon we produce running our business

Community Engagement	COMMUNITY GIVING	Increase our community giving – improving community engagement through charitable donations, in-kind services, and local community sponsorships
Community Engagement	EMPLOYEE VOLUNTEERING	Increase volunteering in our communities – improving community engagement through employee volunteerism

Diversity and Inclusion

Our commitment to workplace diversity and to fostering a culture of inclusion is rooted in our core values of service, trust, responsibility, integrity, continuous improvement and teamwork. Only by bringing our diverse backgrounds, cultures and perspectives together can we develop the innovative solutions needed to build a better tomorrow for the communities and customers we serve. Our vision is to draw on our core values to achieve diversity throughout our workforce, including our leadership, through the following initiatives:

•

directing recruiting efforts to new talent pools, promoting diversity in our training and development programs, and encouraging diversity within our process for advancing our next cohort of leaders;

•

launching a cultural awareness and competency training program for managers that emphasizes diversity and inclusion;

•

incorporating diversity and inclusion practices as part of our ongoing efforts to upgrade our procurement system and practices; and

•

establishing an internal diversity and inclusion team that will include broad representation from our workforce and will be led by a member of our executive management team.

Employee Engagement & Training and Development

We believe that our employees thrive and grow when they can clearly envision their successful future. We are committed to building our people and cultivating engagement by investing in our career path program in order to provide a clear and measurable development pathway for career growth.

•

Apprenticeships: We have developed an apprenticeship program for drivers and technicians, where we recruit new employees from diverse backgrounds and help them build the skills they need to thrive in our organization.

•

CDL Training: We have developed a commercial driver’s license (“CDL”) training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team. In fiscal 2020, we supported 37 drivers in securing their CDL, which unlocked new opportunities for them within our company.

•

Operations Training: Our operations training program develops individuals into frontline management roles. Through on-the-job training, participants learn the technical and leadership skills required to lead our hauling operations. This program has become a strong pipeline for our operating managers across our company.

EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our stockholders with an understanding of our executive compensation philosophy, objectives, program and process, as well as the compensation paid to our named executive officers in fiscal 2020. For fiscal 2020, our named executive officers were:

•

John W. Casella, our Chief Executive Officer and Chairman of our Board;

•

Edmond R. Coletta, our Senior Vice President and Chief Financial Officer;

•

Edwin D. Johnson, our President and Chief Operating Officer;

•

David L. Schmitt, our Senior Vice President and General Counsel until his departure from the Company effective December 31, 2020; and

•

Christopher B. Heald, our Vice President of Finance and Chief Accounting Officer.

Executive Summary

Objectives and Philosophy of Our Executive Compensation Program

The Compensation Committee seeks to achieve the following broad objectives in connection with our executive compensation program:

•

Attract, retain and incentivize qualified and talented executives by providing compensation opportunities comparable to those offered by other companies with which we compete for business and talent;

•

Reward achievement of our short-term and long-term business objectives, while discouraging excessive risk-taking behavior;

•

Ensure that executive compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders; and

•

Closely align the long-term interests of our executives with those of our stockholders by providing equity incentives that link a portion of the executives’ compensation with the future performance of our Class A common stock.

Company Performance Highlights and Execution Against 2021 Strategic Plan

Over the last several years, we have performed well against our key strategic initiatives, with this solid execution translating into strong stockholder value creation in fiscal 2020.

In early August 2017, we announced the Fiscal 2021 Plan. The Fiscal 2021 Plan remains focused on enhancing stockholder returns by improving cash flows and reducing debt leverage through the following strategic initiatives:

•

Increasing landfill returns by driving pricing in excess of inflation in the disposal capacity constrained markets in the Northeast and working to maximize capacity utilization.

•

Driving additional profitability in our collection operations through profitable revenue growth and operating efficiencies.

•

Creating incremental value through our resource solutions offerings in our recycling, organics, and customer solutions operations.

•

Using technology to drive profitable growth and efficiencies through our efforts to update key systems to drive back office transformation, operating efficiencies and sales force effectiveness.

•

Allocating capital to balance debt delevering with smart growth through continued capital discipline and selective acquisitions of complementary businesses and assets.

As an essential service provider, it was critical for the Company to keep our employees safe and to provide service for our customers throughout the COVID-19 pandemic. We accomplished this goal by adhering to CDC guidelines, providing the necessary personal protective equipment to our employees, adjusting safety protocols for each role, and moving back-office roles to work from home by leveraging our technology investments. To recognize and thank our frontline and back-office employees for a job well done in fiscal 2020, we awarded all of our hourly employees a $1.8 million “hero’s bonus” just before Labor Day and a special holiday bonus in early December. We also worked to ensure access to pandemic related government essential worker incentives available for our people.

Our execution against our long-term strategy has resulted in strong financial performance over the last five years. This execution continued into fiscal 2020 despite the significant headwinds from the COVID-19 pandemic, with revenues up $31.3 million or 4.2%, net income up $59.5 million or 187.8%, Adjusted EBITDA^* up $14.9 million or 9.5%, Adjusted Operating Income* up $3.7 million or 5.9%, net cash provided by operating activities up $23.1 million or 19.8%, and Adjusted Free Cash Flow* up $13.7 million or 24.7%, from the fiscal year ended December 31, 2019. Our strong execution has resulted in +182.9% total shareholder return from January 1, 2018 through December 31, 2020.

^*	Adjusted EBITDA, Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

LOGO

Fiscal 2020 Compensation Decisions

Our compensation decisions and payouts for fiscal 2020, including with respect to our named executive officers, were based on company and individual performance along with the Compensation Committee’s review of the competitive position of each executive as compared to relevant market compensation data as described below.

•

Base salary increases ranging from 3% to 10% for our named executive officers as compared to the base salaries in the fiscal year ended December 31, 2019 (“fiscal 2019”);

•

Annual cash incentive compensation payout of 150.5% of the target annual cash incentive amount of each named executive officer, driven by performance against our fiscal 2020 budgeted amounts for Adjusted Operating Income and Adjusted Free Cash Flow (formerly referred to as Normalized Free Cash Flow), with 100% of such payments made to named executive officers based on company performance;

•

Awards consisting of restricted stock units (“RSUs”), which vest based on continued service, and performance-based stock units (“PSUs”), which vest based on (i) our level of achievement of Adjusted Free Cash Flow (formerly referred to as Normalized Free Cash Flow) and Adjusted EBITDA during the third year of our three-year performance period running from January 1, 2020

to December 31, 2022 and (ii) a multiplier based on relative total shareholder return (“Relative TSR”), for the period running from January 1, 2020 to December 31, 2022, along with continued service through the vesting date. Relative TSR means the Company’s total shareholder return relative to the Russell 2000 Index; and

•

PSUs granted during the fiscal year ended December 31, 2018 (“fiscal 2018”) vested at 180% of target, based on our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA for fiscal 2020, multiplied by a Relative TSR multiplier for the period running from January 1, 2018 to December 31, 2020.

Key Executive Compensation Practices

We engage in the following practices so that our executive compensation program achieves our objectives and is aligned with our stockholders’ interests:


WHAT WE DO				WHAT WE DON’T DO



		Balance of short- and long-term incentive compensation; favors longer term

		Majority of named executive officer pay is performance-based

		75% of named executive officer annual equity awards are performance-based

		Caps on named executive officer bonus payments

		Limited use of perquisites

		Executive officer and director stock ownership guidelines
		Executive officer and director stock ownership guidelines

		Double-trigger equity vesting at change in control in our 2016 Incentive Plan

		Clawback policy with respect to cash and equity incentive-based compensation

		Annual “say-on-pay” votes

		Independent Compensation Committee advisor



		Do not guarantee salary increases or non-performance-based bonuses

		Do not permit employees or directors to engage in hedging transactions, short sales of Company securities or the purchase or sale of puts, calls or other derivative securities based on Company securities



		Do not provide excise tax gross-ups in future employment agreements

		Do not provide excessive perquisites

		Do not pay long-term incentive compensation in cash

		Do not include evergreen provisions in stock incentive plan

Roles of Our Compensation Committee and Compensation Committee Consultant

The Compensation Committee is responsible for overseeing our executive compensation program. In this capacity, the Compensation Committee designs, implements, reviews and approves annually all compensation for our named executive officers. In the performance of its duties, the Compensation Committee periodically reviews the total compensation, including the base salary, annual incentive compensation opportunities, long-term incentive award opportunities and other benefits for each of our named executive officers. In the first quarter of each year, the Compensation Committee meets to determine base salary increases, if any, for our named executive officers; confirm the results of our prior-year performance for purposes of the annual incentive compensation awards; approve strategic and business objectives, which include the performance measures and goals for the annual incentive compensation plan; review the annual incentive compensation targets for the current year; and approve the form, amount, dollar value and vesting criteria for equity awards.

The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. In fiscal 2020,the Compensation Committee retained an independent compensation consultant, Pay Governance LLC (“Pay Governance”), to assist the Compensation Committee in reviewing benchmark information related to our executive compensation program and our director compensation program, reviewing our Compensation Discussion and Analysis disclosure, and administering the Relative TSR multiplier for performance-based stock units.

In making executive compensation decisions for fiscal 2020, the Compensation Committee analyzed a number of factors, including the compensation data provided by Pay Governance, sourced from independent commercially available compensation surveys published by Willis Towers Watson, which included compensation information from our industry and other industries. Data was generally gathered from this independent market data based on the size of the organization (measured in revenue) and type of organization, and where possible, the data was targeted to our revenue level using regression analysis.

The Compensation Committee also reviewed compensation programs of a peer group of publicly traded companies in the waste management industry. While we do not consider their compensation programs to be directly comparable to ours due to the larger size of those companies, we do review their programs to understand how relevant peers in our industry align performance-based compensation to key operating and financial metrics. This peer group, which is periodically reviewed and updated by the Compensation Committee and its external advisor, consists of Covanta Holding Corporation, Republic Services, Inc., Waste Connections, Inc. and Waste Management, Inc. While the Compensation Committee did not target any compensation element or total compensation for fiscal 2020 to any specified level of the peer group due to the relative size of the Company compared to the peer group companies, it reviewed the peer group executive compensation data to supplement its general understanding of current executive compensation practices and levels among the Company’s industry peers.

In addition, the Compensation Committee also relied on various other factors in making executive compensation decisions for fiscal 2020, including our Fiscal 2021 Plan, our budget, our guidance ranges, existing compensation paid to executive officers, experience level of the individual, market factors, general economic conditions, corporate performance and cost of living in the areas where our executive officers live. As such, the Compensation Committee does not target a specific level of competitiveness versus market benchmark data for any pay element or in aggregate, but rather reviews the range of market competitive information as one factor, along with the others listed here, in making compensation decisions.

Say-on-Pay Feedback from Stockholders

The Compensation Committee carefully considers feedback received from stockholders on compensation for our named executive officers. At our 2020 Annual Meeting of Stockholders, we submitted our executive compensation program to an advisory vote of our stockholders and it received the support of over 95% of the total votes cast. The Compensation Committee considered the results of the advisory stockholder vote, together with the other factors and data discussed in this proxy statement, in determining executive compensation decisions and policies. The Compensation Committee will continue to consider the outcome of the say-on-pay votes as it reviews and determines the total compensation packages for our named executive officers.

Overview of Elements of our Executive Compensation Program

The primary elements of our executive compensation program are:


Element	Objectives	Fixed or At Risk	Performance Measured	Cash or Equity
Base Salary	• Attract and retain executive officers by offering fixed compensation that is generally competitive with market opportunities. • Recognizes each executive officer’s position, role, responsibility and experience.	Fixed	Individual	Cash

Annual Cash Incentive Compensation	• Link pay and annual Company performance. • Align executive compensation with the annual financial performance of the Company.	At Risk	Corporate	Cash

Long-Term Incentive Compensation	• Align interests between executives and stockholders. • Reward for achievement of long-term financial objectives. • Reward stock price appreciation. • Retain talent and build executive ownership.	At Risk	Corporate	Equity (RSUs and PSUs)

Total Target Compensation

The overall mix of total target compensation for our Chief Executive Officer and our other named executive officers for fiscal 2020 is illustrated in the following charts:

LOGO

The target compensation amounts for each fiscal 2020 compensation element for our named executive officers are shown in the table below. The actual base salary received, the actual annual cash incentive compensation award earned for fiscal 2020 and the grant date value of equity awards are reported in the Summary Compensation Table.


					Target Long-term Compensation
Named Executive Officer	Base Salary		Target Annual Cash Incentive Compensation		Time-Vested RSU Awards		Target PSU Awards		Total Target Compensation

John W. Casella	$	610,000	$	915,000	$	400,000	$	1,200,000	$	3,125,000

Edmond R. Coletta	$	440,000	$	374,000	$	200,000	$	600,000	$	1,614,000

Edwin D. Johnson	$	434,000	$	368,900	$	175,000	$	525,000	$	1,502,900

David L. Schmitt	$	332,200	$	249,150	$	70,000	$	210,000	$	861,350

Christopher B. Heald	$	237,100	$	118,550	$	50,000	$	150,000	$	555,650

Executive Compensation Program – Design and Elements

Base Salary

On an annual basis, our Compensation Committee reviews and evaluates for adjustment the base salaries of our named executive officers based on the scope of each executive’s responsibilities, individual contribution, prior experience and sustained performance. Base salaries are also reviewed and adjusted, as deemed appropriate, in the case of promotions or other significant changes in responsibility. No formulaic base salary increases are provided to our named executive officers, and none of our named executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. In making decisions regarding salary increases, the Compensation Committee may also draw on the experiences of members of our Board with other companies and its review of independent commercially available salary surveys and publicly available compensation information. After taking into consideration such factors, the Compensation Committee approved increases in the annual base salaries of our named executive officers ranging from 3% to 10% for fiscal 2020.

The following table sets forth the annual base salaries of our named executive officers for fiscal 2020 and fiscal 2019:


Name	Annual Base Salary for Fiscal 2020		Annual Base Salary for Fiscal 2019		Percentage Increase in Base Salary

John W. Casella	$	610,000	$	575,000		6.1	%

Edmond R. Coletta	$	440,000	$	400,000		10	%

Edwin D. Johnson	$	434,000	$	421,362		3	%

David L. Schmitt	$	332,200	$	322,524		3	%

Christopher B. Heald	$	237,100	$	218,484		8.5	%

Annual Cash Incentive Compensation

Annual incentive compensation is paid to our named executive officers under our Non-Equity Incentive Plan, pursuant to which participants are granted awards that are earned at the end of a specified performance

period, subject to the achievement of performance goals established by the Compensation Committee. Performance goals for the applicable fiscal year are established by the Compensation Committee and based on attainment of specified levels of one or any combination of performance measures. The amount of incentive compensation paid to a named executive officer may, in the sole discretion of the Compensation Committee, be less than or more than the amount otherwise payable to such named executive officer based on attainment of performance goals for the applicable fiscal year.

Fiscal 2020 target and maximum annual cash incentive amounts

The Compensation Committee determined that each of the Company’s named executive officers would have an opportunity to earn annual incentive compensation for fiscal 2020 based on a percentage of annual base salary. The target annual cash incentive opportunity of each named executive officer for fiscal 2020, based upon the following percentage of the respective officer’s annual base salary, was as follows:


Name	Fiscal 2020 Target Annual Cash Incentive as Percentage of Base Salary			Fiscal 2020 Target Annual Cash Incentive Amount

John W. Casella		150	%	$	915,000

Edmond R. Coletta		85	%	$	374,000

Edwin D. Johnson		85	%	$	368,900

David L. Schmitt		75	%	$	249,150

Christopher B. Heald		50	%	$	118,550

The maximum annual cash incentive opportunity of each named executive officer for fiscal 2020 was capped at 200% of each named executive officer’s target annual cash incentive opportunity.

Fiscal 2020 performance measures, weightings and goals

In December 2019, the Compensation Committee established performance measures and specific performance goals based solely on our fiscal 2020 budget, and not individual performance, which had to be achieved in order for any annual incentive compensation to be paid to our named executive officers for fiscal 2020. The Compensation Committee evaluated key financial measures and identified and defined Adjusted Operating Income and Adjusted Free Cash Flow, both non-GAAP financial measures, as appropriate drivers of performance under the Non-Equity Incentive Plan for fiscal 2020. All of our named executive officers were assigned the same performance measures and weightings in recognition of their shared responsibility for overall corporate financial performance. The performance measures and weightings for fiscal 2020 annual cash incentive compensation were as follows:

(1)

If Adjusted Free Cash Flow for fiscal 2020 did not exceed a certain minimum amount (“Adjusted Free Cash Flow Gate”), no annual incentive compensation would be paid to the executive officers under the Non-Equity Incentive Plan for fiscal 2020 even if achievement of the Adjusted Operating Income performance goal would have resulted in payment of the annual incentive compensation.

Each performance goal has a performance range built around it, with a corresponding increase or decrease in the associated annual incentive compensation opportunity. The range of performance goals and

associated incentive compensation opportunities under the Non-Equity Incentive Plan for fiscal 2020 was expressed in the form of “minimum,” threshold,” “target” and “maximum” achievement levels. Between each of the achievement levels, results would be interpolated to calculate specific annual incentive compensation award percentages.

Our Adjusted Operating Income and Adjusted Free Cash Flow achieved in fiscal 2020 were $65.7 million and $69.1 million, respectively. These financial results reflected the payment of a special $1.8 million discretionary bonus (the “Special Bonus Payment”) in September 2020 to all our hourly employees (both frontline and administrative) to recognize their hard work and commitment to safety, environmental compliance and high customer service standards as essential service providers during the COVID-19 pandemic. Following the end of fiscal 2020, the Compensation Committee determined that the incentive compensation for our management teams, including our named executive officers, should not be negatively impacted due to the payment of this unbudgeted Special Bonus Payment in a very challenging operating year. Given the unexpected nature of such impact, the Compensation Committee adjusted the calculation of achievement of the Adjusted Operating Income performance goal, for purposes of calculating annual incentive compensation for fiscal 2020, to add back $1.8 million in Adjusted Operating Income lost as a result of Special Bonus Payment.

Adjusted Free Cash Flow for fiscal 2020 exceeded the Adjusted Free Cash Flow Gate of $52.3 million. The goals and performance ranges for Adjusted Operating Income and Adjusted Free Cash Flow and the degree to which we attained these goals, as adjusted, in fiscal 2020 are as follows:

Performance Measure

Weighting

Minimum
(0% Payout)

Threshold
(60% Payout)

Target
(100% Payout)

Maximum
(200% Payout)

Actual
Achievement

Payout %

Adjusted Operating Income (1)

$61.0 million

$65.0 million

$67.5 million

$70.0 million

67.5 million

(2)

100.9

Adjusted Free Cash Flow (1)

$52.3 million

$58.5 million

$61.5 million

$64.5 million

69.1 million

200

Overall Payout %

150.5

(1)	Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

(2)	As adjusted for the Special Bonus Payment described above.

Fiscal 2020 annual cash incentive payments

As reflected in the table above, we demonstrated solid performance against our performance goals for fiscal 2020, resulting in a payout of that percentage of each named executive officer’s target annual cash incentive amount as set forth in the table below.


Name	Fiscal 2020 Target Annual Cash Incentive Amount		Payout % Against Target			Actual Fiscal 2020 Annual Cash Incentive Amount

John W. Casella	$	915,000		150.5	%	$	1,376,667

Edmond R. Coletta	$	374,000		150.5	%	$	562,703

Edwin D. Johnson	$	368,900		150.5	%	$	555,030

David L. Schmitt	$	249,150		150.5	%	$	374,860

Christopher B. Heald	$	118,550		150.5	%	$	178,365

Long-Term Incentive Compensation

Our named executive officers are eligible to receive equity awards under our stock incentive plan. We typically make equity awards to our officers and employees as an incentive to enhance long-term stockholder value. Equity awards are typically granted when the person is first hired or receives a promotion or other significant change in responsibility, and thereafter once annually as a part of our broader equity incentive program at a regularly scheduled Compensation Committee meeting early in the fiscal year. Our long-term incentive compensation program includes the granting of awards up to 75% in the form of PSUs and 25% in the form of RSUs. The Compensation Committee believes that this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term stockholder value creation.

Fiscal 2020 Equity Awards

In fiscal 2020, we granted time-based RSUs, each of which represents the right to receive a share of our Class A common stock, to our named executive officers that vest based on continued employment in three equal annual installments beginning on the first anniversary of the date of grant. The RSUs will vest in full, if on or prior to the first anniversary of the date of the consummation of a change of control of the Company, a named executive officer’s service with the Company is terminated without cause. The number of time-based RSUs granted to our named executive officers in fiscal 2020 are as follows:


Name	Number of RSUs Granted

John W. Casella		9,210

Edmond R. Coletta		4,605

Edwin D. Johnson		4,029

David L. Schmitt (1)		1,612

Christopher B. Heald		1,151

(1)	The vesting of all outstanding RSUs held by Mr. Schmitt, including the time-based RSUs awarded to him in fiscal 2020, were accelerated on December 31, 2020 in connection with his departure from the Company.

In fiscal 2020, we granted PSUs to each named executive officer, with each PSU award representing the right to receive a percentage of a target number of shares of Class A common stock up to a maximum number of shares of Class A common stock (equal to 240% of the target number of shares if the maximum 200% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The target number of shares and the maximum number of shares subject to the PSU awards are as follows:


Name	Target Number of Shares Issuable Upon Vesting of PSUs		Maximum Number of Shares Issuable Upon Vesting of PSUs

John W. Casella		27,631		66.314

Edmond R. Coletta		13,815		33,156

Edwin D. Johnson		12,088		29,011

David L. Schmitt		4,835		11,604

Christopher B. Heald		3,454		8,290

The vesting of PSUs for each named executive officer will be based upon (i) our level of achievement of Adjusted Free Cash (weighted 50%) and Adjusted EBITDA (weighted 50%) during the third year (the “measurement period”) of our three-year performance period running from January 1, 2020 to December 31, 2022 (the “three-year performance period”) and (ii) a multiplier based on Relative TSR for the three-year performance period, along with continued service through the vesting date. The targets for the performance objectives were set by the Compensation Committee at the beginning of the three-year performance period.

The number of shares of Class A common stock issuable upon vesting of the PSUs at the end of the three-year performance period will be equal to (i) the target number of shares multiplied by (ii) the percentage of the target number of shares that are eligible to vest based on the level of achievement of the performance objectives during the measurement period multiplied by (iii) the Relative TSR multiplier for the three-year performance period. The Relative TSR multiplier would be 80% in the event that the Relative TSR percentile is 25^th percentile or less, 90% in the event that the Relative TSR percentile is 25.01 to 50^th percentile; 110% in the event that the Relative TSR percentile is 50.01 to 75^th percentile; and 120% in the event that the Relative TSR percentile is 75.01 to 100^th percentile.

In setting the targets for the performance objectives at the beginning of the three-year performance period, the Compensation Committee approved targets that were aligned with the Company’s long-term strategic plan during the measurement period. The Compensation Committee believed that such targets would be reasonably achievable with strong performance by the Company at the Target attainment level and would require outperformance at the Maximum attainment level.

Vesting of Fiscal 2018 PSUs

During fiscal 2018, we granted PSUs to each named executive officer, with each PSU award representing the right to receive a percentage of a target number of shares of Class A Common Stock up to a maximum number of shares of Class A common stock (equal to 180% of the target number of shares if the maximum 150% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The number of shares of Class A common stock issuable upon vesting of the PSUs would be equal to (i) the target number of shares, multiplied by (ii) the percentage of such target number of shares that are eligible to vest based on our level of achievement of Adjusted Free Cash Flow (weighted 50%) and Adjusted EBITDA (weighted 50%) during fiscal 2020, multiplied by (iii) a Relative TSR multiplier for the period running from January 1, 2018 to December 31, 2020. The range of performance goals was expressed in the form of “threshold,” “target” and “maximum” achievement levels. Between each of the achievement levels, results would be interpolated within each achievement level to calculate specific percentages of achievement of the performance goals.

The goals and performance ranges for Adjusted Free Cash Flow and Adjusted EBITDA for the fiscal 2018 PSU awards, and the degree to which we achieved these goals in fiscal 2020, are as follows:


Performance Measure	Weighting			Threshold (0% Achievement)		Target (100% Achievement)		Maximum (150% Achievement)		Actual Achievement		Achievement %

Adjusted Free Cash Flow (1)		50	%	$	48.0 million	$	52.0 million	$	56.0 million	$	69.1 million		150	%

Adjusted EBITDA (1)		50	%	$	140.0 million	$	144.0 million	$	148.0 million	$	171.4 million		150	%

									Overall Achievement %				150	%

(1)	Adjusted Free Cash Flow and Adjusted EBITDA are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

The Compensation Committee did not adjust the calculation of achievement of either Adjusted Free Cash Flow or Adjusted EBITDA for fiscal 2020 to add back the $1.8 million Special Bonus Payment.

The overall achievement of 150% of the Adjusted Free Cash Flow and Adjusted EBITDA goals was then subject to adjustment by the Relative TSR Multiplier, which is based on a comparison of our TSR to the TSR of the Russell 2000 Index for the period running from January 1, 2018 to December 31, 2020, determined as follows:


	Relative TSR Percentile	Relative TSR Multiplier

	0 to 25^th	80%

	25.01 to 50^th	90%

	50.01 to 75^th	110%

	75.01 to 100^th	120%

Actual Achievement	95%	120%

The 150% achievement percentage of the Adjusted Free Cash Flow and Adjusted EBITDA goals for fiscal 2020, multiplied by the Relative TSR Multiplier of 120%, resulted in an overall achievement percentage of 180% and the vesting of 180% of the target number of shares of each named executive officer’s fiscal 2018 PSU awards as set forth in the tables below.

Vesting of Fiscal 2018 PSUs


Name	Target Number of Shares		Maximum Number of Shares		Achievement %			Actual Number of Shares Issued

John W. Casella		37,975		68,355		180	%		68,355

Edmond R. Coletta		22,152		39,874		180	%		39,874

Edwin D. Johnson		22,152		39,874		180	%		39,874

David L. Schmitt		6,329		11,392		180	%		11,392

Christopher B. Heald		6,329		11,392		180	%		11,392

Benefits and Other Compensation

We maintain broad based benefits that are provided to all employees, including health and dental insurance, life and disability insurance and a 401(k) plan. Our named executive officers are eligible to participate in all of our employee benefit plans, in each case, on the same basis as other employees.

We provide limited perquisites to our named executive officers. In fiscal 2020, we provided contributions to a 401(k) plan for all named executive officers, life insurance premium payments for Messrs. Casella and Johnson and car allowances and associated tax gross-up payments for Messrs. Casella, Coletta and Johnson. These items are detailed in the Summary Compensation Table below. We provide these benefits because we believe it is reasonable, competitive and consistent with our overall executive compensation program.

Severance and Change-of-Control Benefits

Pursuant to employment agreements we have entered into with our named executive officers, each such named executive officer is entitled to specified benefits in the event of the termination of his employment under specified circumstances, including termination following a change of control of the Company. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “— Potential Payments Upon Termination or Change of Control” below.

Mr. Schmitt’s Departure

Mr. Schmitt, our former Senior Vice President and General Counsel, departed from the Company effective December 31, 2020. In connection with his departure, which constituted a termination without cause, Mr. Schmitt received the payments and benefits specified in his employment agreement as described below in “Potential Payments Upon Termination or Change of Control—Severance Payments and Benefits for Mr. Schmitt”.

Executive Officer Stock Ownership Policy

We have adopted an executive officer stock ownership policy reflective of the Board’s view that all executive officers should have a significant personal investment in the Company through their ownership of shares of Class A common stock. Our stock ownership policy is applicable to all executive officers who are required to file reports pursuant to Section 16 of the Exchange Act and requires such executive officers to hold shares of Class A common stock or other equity rights, including restricted stock with time-based vesting, vested stock options and restricted stock units with time-based vesting, with a value at least equal to the following multiple of the individual’s respective base salary: Chief Executive Officer: 3X, President/Chief Operating Officer: 2X, Chief Financial Officer: 2X and our other executive officers: 1X. The stock ownership requirement will be measured as to each executive officer as of March 1 (the “measurement date”) of each year. In the event that an executive officer does not satisfy the stock ownership requirement as of any measurement date, then such executive officer is required to retain all shares of Class A common stock held by such executive officer, subject to certain exceptions, and any shares thereafter acquired by such executive officer until such time as such executive officer satisfies the stock ownership requirement. As of March 1, 2021, all of our executive officers were in compliance with the executive officer stock ownership policy.

Compensation Clawback Policy

In September 2015, we adopted a Compensation Clawback Policy that applies to our current or former executive officers (“covered officers”) and other applicable employees. Under the Compensation Clawback Policy, in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the securities laws, regardless of fault, we will use reasonable efforts to recover cash and equity incentive-based compensation from covered officers that was: (i) based on the erroneous data; (ii) paid during the three-year period preceding the date on which the accounting restatement is required to be prepared; and (iii) in excess of what would have been paid under the accounting restatement. In the event that the Board determines in its sole discretion that a covered officer’s or another current or former employee’s act or omission involving willful misconduct or fraud contributed to the circumstances requiring the restatement, then we will use reasonable efforts to recover from such covered officer or current or former employee, up to 100% of cash and equity incentive-based compensation paid during the three-year period preceding the date on which the accounting restatement is required to be prepared.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows a tax deduction for compensation in excess of $1.0 million paid in any taxable year to a company’s chief executive

officer, chief financial officer, and other officers whose compensation is required to be reported to the company’s stockholders pursuant to the Exchange Act by reason of being among its three highest compensated officers. For taxable years beginning on or before December 31, 2017, certain compensation, including compensation paid to our chief financial officer and qualified performance-based compensation, was not subject to the deduction limitations. Pursuant to the Tax Cuts and Jobs Act, signed into law on December 22, 2017, subject to certain transition rules, for taxable years beginning after December 31, 2017, the deduction limitations under Section 162(m) are expanded to apply to compensation in excess of $1.0 million paid in any taxable year to our chief financial officer, and the performance-based compensation exception to the deduction limitations under Section 162(m) is no longer available. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1.0 million paid to the specified executives will not be deductible, unless grandfathered under transition guidance. The Compensation Committee has and will continue to review on a periodic basis the effect of Section 162(m) and may use its judgment to authorize compensation payments that may be in excess of the limit when it believes such payments are appropriate, after taking into consideration changing business conditions and the performance of our employees.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

By the Compensation Committee of the Board of Directors of Casella Waste Systems, Inc.

William P. Hulligan, Chair

Emily Nagle Green

Rose Stuckey Kirk

James E. O’Connor

Summary Compensation

The following table sets forth the total compensation earned by, paid to or granted to our named executive officers during the fiscal years indicated.

Summary Compensation Table


Name and Principal Position(s)	Year	Salary ($)		Stock Awards ($) (1)		Non- Equity Incentive Plan Com- pensation ($)		All Other Compensation ($) (2)		Total ($)

John W. Casella	2020		610,000		1,788,448		1,376,667		19,123		3,794,238
Chairman and Chief Executive Officer	2019		575,000		1,300,455		816,642		29,493		2,721,590
Chairman and Chief Executive Officer	2018		535,500		1,288,104		670,925		28,274		2,522,803

Edmond R. Coletta	2020		440,000		894,199		562,703		9,313		1,906,215
Senior Vice President and Chief Financial Officer	2019		400,000		758,620		321,923		10,562		1,491,105
Senior Vice President and Chief Financial Officer	2018		341,700		751,396		242,598		8,383		1,344,077

Edwin D. Johnson	2020		434,000		782,401		555,030		12,856		1,784,287
President and Chief Operating Officer	2019		421,362		758,620		339,115		12,308		1,531,405
President and Chief Operating Officer	2018		413,100		751,396		293,290		12,049		1,469,835

David L. Schmitt (3)	2020		332,200		312,968		374,860		803,014		1,823,042
Former Senior Vice President and General Counsel	2019		322,524		216,747		229,032		1,000		769,303
Former Senior Vice President and General Counsel	2018		316,200		214,688		198,083		1,000		729,971

Christopher B. Heald	2020		237,100		223,551		178,365		1,500		640,516
Vice President of Finance and Chief Accounting Officer	2019		218,484		216,747		103,434		1,000		539,665
Vice President of Finance and Chief Accounting Officer	2018		214,200		214,688		89,457		1,000		519,345

(1)

Amounts shown in this column reflect the aggregate grant date fair value of RSUs and PSUs granted under our 2016 Incentive Plan, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to calculate the grant date fair value of PSUs are set forth in Note 14 to our Consolidated Financial Statements included in the 2020 Form 10-K. The grant date fair value of RSUs is based upon the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the grant date. The grant date fair value of PSUs granted in fiscal 2020 is based on the probable outcome of the applicable performance conditions which reflects the target level of performance. The grant date fair value of PSUs granted in fiscal 2020 based on attainment of the maximum level of performance is as follows: $3,332,279 for Mr. Casella, $1,666,089 for Mr. Coletta, $1,457,803 for Mr. Johnson, $583,101 for Mr. Schmitt and $416,573 for Mr. Heald.

(2)

The amounts reported in All Other Compensation reflect, for each named executive officer, the sum of (a) the dollar value of life insurance premiums we paid, (b) the amount we contributed to the 401(k) plan, (c) the amount of tax gross-ups we paid and (d) the incremental cost to us of all perquisites and other personal benefits. The following table sets forth All Other Compensation paid to or accrued by our named executive officers in 2020, 2019 and 2018:


Name	Year	Life Insurance Premiums ($)		401(k) Plan Matching Contributions ($)		Car Allowance and Usage ($)		Tax Gross-Up Payments ($)			Other ($)
John W. Casella	2020		3,702		1,500		6,912		7,009	(a)		—
	2019		12,825		1,000		7,779		7,889	(a)		—
	2018		11,798		1,000		10,891		4,585	(a)		—
Edmond R. Coletta	2020		—		1,500		6,900		913	(a)		—
	2019		—		1,000		7,769		1,793	(a)		—
	2018		—		1,000		6,973		410	(a)		—
Edwin D. Johnson	2020		897		1,500		9,120		1,339	(a)		—
	2019		897		1,000		9,096		1,315	(a)		—
	2018		897		1,000		9,231		725	(b)		196	(c)
David L. Schmitt	2020		—		1,500		—		—			801,514	(d)
	2019		—		1,000		—		—			—
	2018		—		1,000		—		—			—
Christopher B. Heald	2020		—		1,500		—		—			—
	2019		—		1,000		—		—			—
	2018		—		1,000		—		—			—

(a)

This amount consists of a tax gross up provided with respect to car allowance and usage.

(b)

This amount consists of tax gross ups provided with respect to car allowance and usage and the gift described in note (c).

(c)

Consists of a gift provided to attendees at a company retreat.

(d)

Consists of the following severance payment and benefits received in connection with Mr. Schmitt’s departure: (i) salary continuation payments for 12 months, which equals an aggregate amount of $332,200; (ii) a lump sum payment of $249,150, which equals his target annual cash incentive compensation opportunity for fiscal 2020; (iii) payment of the employer portion of the premiums for continued participation in the Company’s group medical, dental, disability and life insurance coverages for a period of one year following the date of his departure in the amount of $16,844; and (iv) $203,320, which reflects the value associated with the accelerated vesting of 3,282 RSUs, based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on December 31, 2020, the date when the RSUs vested.

(3)	Mr. Schmitt, our former Senior Vice President and General Counsel, departed from the Company effective December 31, 2020.

Grants of Plan-Based Awards

The following table sets forth information plan-based awards granted to our named executive officers during fiscal 2020.

Fiscal 2020 Grants of Plan-Based Awards


Name	Grant Date		Approval Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($) (4)
John W. Casella		N/A		N/A		—		915,000		1,830,000		—		—		—		—		—
		3/12/2020		2/19/2020		—		—		—		—		—		—		9,210		399,990
		3/12/2020		3/12/2020		—		—		—		—		27,631		66,314		—		1,388,458
Edmond R. Coletta		N/A		N/A		—		374,000		748,000		—		—		—		—		—
		3/12/2020		2/19/2020		—		—		—		—		—		—		4,605		199,995
		3/12/2020		3/12/2020		—		—		—		—		13,815		33,156		—		694,204
Edwin D. Johnson		N/A		N/A		—		368,900		737,800		—		—		—		—		—
		3/12/2020		2/19/2020		—		—		—		—		—		—		4,029		174,979
		3/12/2020		3/12/2020		—		—		—		—		12,088		29,011		—		607,422
David L. Schmitt		N/A		N/A		—		249,150		498,300		—		—		—		—		—
		3/12/2020		2/19/2020		—		—		—		—		—		—		1,612		70,009
		3/12/2020		3/12/2020		—		—		—		—		4,835		11,604		—		242,959
Christopher B. Heald		N/A		N/A		—		118,550		237,100		—		—		—		—		—
		3/12/2020		2/19/2020		—		—		—		—		—		—		1,151		49,988
		3/12/2020		3/12/2020		—		—		—		—		3,454		8,290		—		173,564

(1)

The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable as annual cash incentive compensation under the Non-Equity Incentive Plan, respectively. The actual amounts earned in fiscal 2020 are reflected in the Summary Compensation Table above and were as follows:


Name	Actual Payout Under Non-Equity Incentive Plan for Fiscal 2020

John W. Casella	$	1,376,667

Edmond R. Coletta	$	562,703

Edwin D. Johnson	$	555,030

David L. Schmitt	$	374,860

Christopher B. Heald	$	178,365

(2)

Represents PSUs granted under our 2016 Incentive Plan. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the third year of our three-year performance period running from January 1, 2020 to December 31, 2022 and (ii) a Relative TSR multiplier for the period running from January 1, 2020 to December 31, 2022.

(3)	Represents RSUs granted under our 2016 Incentive Plan. The RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant.

(4)	The grant date fair value of RSUs is based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on the grant date. The grant date fair value of PSUs is calculated in accordance with FASB

ASC Topic 718 using a Monte Carlo pricing model as set forth in Note 14 of our Consolidated Financial Statements included in the 2020 Form 10-K and is based on the probable outcome of the applicable performance conditions which reflects the target level of performance.

Information Relating to Equity Awards and Holdings

The following table sets forth information regarding outstanding unexercised options and stock units that have not vested and related information for each of our named executive officers as of December 31, 2020.

Outstanding Equity Awards at December 31, 2020


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($/sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
John W. Casella		724		—		5.54		12/12/2023		—			—		—			—
		27,940		—		12.48		11/16/2026		—			—		—			—
		—		—		—		—		4,219	(1)		261,367		—			—
		—		—		—		—		5,799	(2)		359,248		—			—
		—		—		—		—		9,210	(3)		570,560		—			—
		—		—		—		—		—			—		25,825	(4)		1,599,859
		—		—		—		—		—			—		27,631	(5)		1,711,740
Edmond R. Coletta		—		—		—		—		2,461	(1)		152,459		—			—
		—		—		—		—		3,383	(2)		209,577		—			—
		—		—		—		—		4,605	(3)		285,280		—			—
		—		—		—		—		—			—		15,065	(4)		933,277
		—		—		—		—		—			—		13,815	(5)		855,839
Edwin D. Johnson		8,497		—		5.71		12/10/2023		—			—		—			—
		9,964		—		12.48		11/16/2026		—			—		—			—
		—		—		—		—		2,461	(1)		152,459		—			—
		—		—		—		—		3,383	(2)		209,577		—			—
		—		—		—		—		4,029	(3)		249,597		—			—
		—		—		—		—		—			—		15,065	(4)		933,277
		—		—		—		—		—			—		12,088	(5)		748,852
David L. Schmitt		8,988		—		12.48		03/31/2021		—			—		—			—
		—		—		—		—		—			—		4,304	(4)		266,633
		—		—		—		—		—			—		4,835	(5)		299,528
Christopher B. Heald		—		—		—		—		703	(1)		43,551		—			—
		—		—		—		—		967	(2)		59,906		—			—
		—		—		—		—		1,151	(3)		71,304		—			—
		—		—		—		—		—			—		4,304	(4)		266,633
		—		—		—		—		—			—		3,454	(5)		213,975

(1)	Represents RSUs granted on March 12, 2018. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant.

(2)	Represents RSUs granted on March 12, 2019. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant.

(3)	Represents RSUs granted on March 12, 2020. RSUs vest based on continued employment in equal annual installments over a three-year period beginning on the first anniversary of the date of grant.

(4)

Represents PSUs granted on April 1, 2019 at the target award level. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the third year of our three-year performance period running from January 1, 2019 to December 31, 2021 and (ii) a Relative TSR multiplier for the period running from January 1, 2019 to December 31, 2021.

(5)

Represents PSUs granted on April 1, 2020 at the target award level. The PSUs vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the third year of our three-year performance period running from January 1, 2020 to December 31, 2022 and (ii) a Relative TSR multiplier for the period running from January 1, 2020 to December 31, 2022.

Option Exercises and Stock Vested During Fiscal 2020


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#) (1)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (2)		Value Realized on Vesting ($)

John W. Casella		—		—		84,036		4,958,599

Edmond R. Coletta		—		—		49,022		2,892,567

Edwin D. Johnson		8,012		287,771		49,022		2,892,567

David L. Schmitt		—		—		17,288		1,029,744

Christopher B. Heald		—		—		14,006		826,424

(1)	Number of shares acquired on exercise of stock options is the gross number of shares exercised.

(2)	Number of shares acquired on vesting of stock awards is the gross number of shares vested.

Potential Payments Upon Termination or Change of Control

Employment Agreements

We have employment agreements with Messrs. John Casella, Johnson, Coletta and Heald, which we entered into as follows: Mr. John Casella: December 8, 1999; Mr. Johnson: July 6, 2010; Mr. Coletta: September 1, 2012; and Mr. Heald: March 1, 2016. Each of Messrs. John Casella’s and Johnson’s employment agreement has an initial term of three years and is automatically renewable for additional one-year terms thereafter unless terminated by either party pursuant to the terms of the agreement. Each of Messrs. Coletta’s and Heald’s employment agreement has an initial term of one year and is automatically renewable for additional one-year terms thereafter unless terminated by either party pursuant to the terms of the agreement. In December 2008, we amended the employment agreement with Mr. John Casella to document compliance with, and, as applicable, exemption from, Section 409A of the Code.

Pursuant to the terms of their employment agreements, each of Messrs. John Casella, Johnson, Coletta and Heald is entitled to a specified annual base salary, subject to adjustment as set forth in the agreement, an annual bonus consisting of cash, stock awards or a combination of cash and stock awards, in an amount determined by the Compensation Committee each fiscal year, and a severance package upon the termination of employment. The base salary and bonus components of their compensation are described above under “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Base Salary” and “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Annual Cash Incentive Compensation”.

Mr. John Casella has agreed not to compete with us for a period of two years after the termination of his employment within 300 miles of any facility operated by us during the term of his employment and not to solicit our customers, accounts or employees for a period of two years after the termination of his employment. Each of Messrs. Johnson, Coletta and Heald has agreed not to compete with us for a period of one year after the termination of his employment within 100 miles of any facility operated by us during the term of his employment and not to solicit our customers, accounts or employees for a period of one year after the termination of his employment. In the event that Mr. John Casella terminates his employment voluntarily and is not entitled to severance, the non-compete provisions of his agreement would not apply unless we continue to pay his base salary and any termination benefits or payments required under his agreement.

In the event Mr. John Casella’s employment is terminated by us other than for cause (as defined below), he will be entitled to payment of an amount equal to (a) three times the sum of (i) the highest annual base salary paid to him at any time prior to his termination and (ii) the higher of the most recent bonus paid to him at any time prior to his termination or 50% of his annual base salary immediately prior to such termination, plus (b) an amount in cash equal to the value of any accrued but unpaid or unused, as applicable, base salary, bonus and vacation. In addition, Mr. John Casella will continue to receive healthcare and other benefits for a period of three years from the date of termination, and any equity grants issued by us to him will become vested in full upon termination without cause. In the event that Mr. John Casella terminates his employment with us for good reason or qualified good reason (as defined below), he will receive the severance payments and benefits described in the preceding two sentences plus an additional payment intended to compensate him for excise taxes under Section 4999 of the Code payable in connection with the severance payments and benefits. For the purposes of Mr. John Casella’s employment agreement, “good reason” means the occurrence of (a) a change of control, accompanied by, or followed within the 12-month period after a change of control by (b)(i) the assignment to the employee of any duties inconsistent with his status prior to the change of control, (ii) a material adverse alteration in the nature or status of the employee’s responsibilities from those provided in the agreement or the transfer of a significant portion of such responsibilities to one or more other persons, (iii) a material diminution in his base compensation or (iv) a material change in the geographic location at which he must perform services for us. For the purposes of Mr. John Casella’s employment agreement, “qualified good reason” means the occurrence of one of the events under clause (b)(i), (ii) or (iii) of the preceding definition of good reason. In the event Mr. John Casella’s employment is terminated upon his death, his written designee, spouse or estate, as applicable, will be entitled to the severance payments described in the first sentence of this paragraph as well as healthcare and other benefits for a period of one year from the date of death. In the event Mr. John Casella’s employment is terminated by us for disability, he will be entitled to the severance payments described in the first sentence of this paragraph as well as healthcare and other benefits for a period of one year from the date of such termination.

In the event Mr. Coletta’s employment is terminated by us without cause, he will be entitled to payment of an amount equal to (a) the sum of (i) the highest annual base salary paid to him at any time prior to such termination and (ii) his target annual cash incentive compensation opportunity under the Non-Equity Incentive Plan for the fiscal year in which such termination occurs and (b) an amount in cash equal to any accrued but unpaid or unused, as applicable, base salary, bonus and vacation. In addition, Mr. Coletta will continue to receive healthcare and other benefits for a period of one year from the date of termination. Any stock options or equity grants issued by us to Mr. Coletta will become exercisable or vested in full upon termination without cause. In the event that Mr. Coletta terminates his employment for good reason, defined as the assignment of any duties inconsistent with his status as Senior Vice President, Chief Financial Officer and Treasurer, a material adverse alteration in the nature or status of his responsibilities from those provided in the agreement or the transfer of a significant portion of such responsibilities to one or more other persons, a material diminution in his base compensation, or a material change in the geographic location at which he must perform services for us, Mr. Coletta will be entitled to receive the severance payments and benefits described in the preceding three sentences plus an additional payment intended to compensate him for excise taxes under Section 4999 of the Code payable in connection with the severance payments and benefits. In the event Mr. Coletta’s employment is terminated upon his death, his written designee, spouse or estate, as applicable, will be entitled to the payments

described in the first sentence of this paragraph. In the event Mr. Coletta’s employment is terminated by us for disability, he will be entitled to the severance payments and benefits described in the first two sentences of this paragraph.

In the event Mr. Johnson’s employment is terminated by us without cause, he will be entitled to payment of an amount equal to (a) the sum of (i) two times the highest annual base salary paid to him at any time prior to such termination and (ii) two times his target annual cash incentive compensation opportunity under the Non-Equity Incentive Plan for the fiscal year in which such termination occurs and (b) an amount in cash equal to the value of any accrued but unpaid or unused, as applicable, base salary, bonus and vacation. In addition, Mr. Johnson will continue to receive healthcare and other benefits for a period of two years from the date of termination. Any stock options or equity grants issued by us to Mr. Johnson will become exercisable or vested in full upon termination without cause. In the event that Mr. Johnson terminates his employment with us for good reason, defined as the assignment of any duties inconsistent with his status as President and Chief Operating Officer, a material adverse alteration in the nature or status of his responsibilities from those provided in the agreement or the transfer of a significant portion of such responsibilities to one or more other persons, or a material diminution in his compensation, Mr. Johnson will receive the severance payments and benefits described in the preceding three sentences and an additional payment intended to compensate him for excise taxes under Section 4999 of the Code payable in connection with the severance payments and benefits. In the event Mr. Johnson’s employment is terminated upon his death, his written designee, spouse or estate, as applicable, will be entitled to the payments described in the first sentence of this paragraph. In the event Mr. Johnson’s employment is terminated by us for disability, he will be entitled to the severance payments and benefits described in the first two sentences of this paragraph.

In the event Mr. Heald’s employment is terminated by us without cause, he will be entitled to payment of an amount equal to (a) the sum of (i) the highest annual base salary paid to him at any time prior to such termination and (ii) his target annual cash incentive compensation opportunity under the Non-Equity Incentive Plan for the fiscal year in which such termination occurs and (b) an amount in cash equal to any accrued but unpaid or unused, applicable, base salary and vacation and a bonus relating to the prior fiscal year which, as of the date of termination, has been determined by us pursuant to his agreement but not yet paid prior to the date of termination. In addition, Mr. Heald will continue to receive healthcare benefits for a period of one year from the date of termination. Any stock options or equity grants issued by us to Mr. Heald will become exercisable or vested in full upon termination without cause. In the event that Mr. Heald terminates his employment for good reason, defined as the assignment of any duties inconsistent with his status as Vice President and Chief Accounting Officer, a material adverse alteration in the nature or status of his responsibilities from those provided in the agreement or the transfer of a significant portion of such responsibilities to one or more other persons, a material diminution in his base compensation, or a material change in the geographic location at which he must perform services for us, Mr. Heald will be entitled to receive the severance payments and benefits described in the preceding three sentences. In the event Mr. Heald’s employment is terminated upon his death, his written designee, spouse or estate, as applicable, will be entitled to the payments described in the first sentence of this paragraph. In the event Mr. Heald’s employment is terminated by us for disability, he will be entitled to the severance payments and benefits described in the first two sentences of this paragraph.

For purposes of each agreement discussed above, “cause” means the discharge of the employee resulting from (a) a conviction of a crime involving us; (b) an act or omission which has a material adverse effect on us; (c) fraud, misappropriation or embezzlement; or (d) the breach in any material respect of the material terms and provisions of the agreement.

The severance benefits described above were extended to Messrs. John Casella, Coletta and Heald as an inducement to their decisions to continue to remain employed by us and, in the case of Mr. Johnson, as an inducement to accept employment with us. At the time each of such agreements was entered into, our Board

considered a number of factors, including severance arrangements offered by comparable companies, the importance of the respective employee to our ongoing success and the benefits of receiving a non-competition and non-solicitation covenant from the respective employee in exchange for the agreed severance. The Compensation Committee considers the severance benefits to be separate from the compensation payable to employees for their ongoing services and accordingly does not consider the value of the severance package when setting current compensation.

Severance Payments and Benefits for Mr. Schmitt

Mr. Schmitt, our former Senior Vice President and General Counsel, departed from the Company effective December 31, 2020. In connection with his departure, which constituted a termination without cause, Mr. Schmitt received the following severance payments and benefits pursuant to the terms of his employment agreement: (a) salary continuation payments for 12 months, which equals an aggregate amount of $332,200; (b) a lump sum payment of $249,150, which equals his target annual cash incentive compensation opportunity for fiscal 2020; (c) payment of the employer portion of the premiums for continued participation in the Company’s group medical, dental, disability and life insurance coverages for a period of one year following the date of his departure in the amount of $16,844; (d) $203,320 of value for the accelerated vesting of 3,282 RSUs, based on the last reported sales price of our Class A common stock on the Nasdaq Stock Market on December 31, 2020, the date when the RSUs vested; and (e) continued vesting of all outstanding PSU awards held by Mr. Schmitt as of the date of his departure (total of 9,139 PSUs granted on April 1, 2019 and March 12, 2020 at the target award level), based on the achievement of the performance goals for the applicable performance period and in accordance with the terms and conditions of the applicable award agreement, as if Mr. Schmitt had remained employed at through the end of the applicable performance period.

Equity Award Agreements

Under the terms of each named executive officer’s restricted stock unit agreements under our 2006 Stock Incentive Plan (other than Mr. Heald’s restricted stock unit agreements for RSUs granted to him prior to 2016), (a) if the named executive officer’s employment is terminated as a result of the officer’s death or disability, or by the Company without Cause (as defined in the applicable restricted stock unit agreement), then all unvested RSUs will vest immediately and (b) upon a Change in Control (as defined in the applicable restricted stock unit agreement), all unvested RSUs will vest immediately. Under the terms of each named executive officer’s restricted stock unit agreements under our 2016 Incentive Plan, if the named executive officer’s employment is terminated as a result of the officer’s death or disability, by the Company without Cause or by the officer for Good Reason (as such terms are defined in the applicable restricted stock unit agreement) or by the Company without Cause on or prior to the first anniversary of the date of consummation of a Change in Control Event (as defined in our 2016 Incentive Plan), then all unvested RSUs will vest immediately.

Under the terms of each named executive officer’s performance-based stock unit agreements under our 2016 Incentive Plan, if the named executive officer’s employment is terminated by the Company without Cause or by the officer for Good Reason (as such terms are defined in the applicable performance-based stock unit agreement) during the performance period, then notwithstanding anything to the contrary in any employment, severance or other agreement between the named executive officer and the Company, the PSU award will remain outstanding and vest as set forth in the applicable performance-based stock unit agreement as if the officer had remained employed by the Company through the end of the performance period. Upon the occurrence of a Change in Control Event (as defined in our 2016 Incentive Plan), the acquiring or succeeding entity will assume each outstanding PSU such that, following the consummation of the Change in Control Event, the PSU will confer the officer with the right to receive, for each share of Class A common stock subject to the award, the consideration received by each holder of Class A common stock immediately prior to the Change in Control Event, or replacement award, provided that (a) the vesting of such replacement award shall only be subject to the continued service requirement in the applicable performance-based stock unit agreement through the end of the performance period and will not be subject to achievement of the performance goals set forth in the agreement

and (b) the amount of cash, securities or other property subject to such replacement award will be determined assuming that the number of shares subject to the PSU is equal to the greater of (i) the Target Number of Shares (as defined in the applicable performance-based stock unit agreement) and (ii) such number of shares as the Compensation Committee will determine in its sole discretion exercised in good faith based upon the projected level of achievement of the applicable performance goals for the performance period. In the event that the officer’s employment is terminated by either the Company or its successor without Cause or by the officer for Good Reason, in either case within twelve months following a Change in Control Event, the remaining unvested portion of the replacement award will become vested as of the date of the officer’s termination of employment. In the event that the acquiring or succeeding entity refuses to assume the PSUs and grant replacement awards in connection with a Change in Control Event, the PSU award will become vested, immediately prior to the Change in Control Event, with respect to a number of shares equal to the greater of (i) the Target Number of Shares and (ii) such number of shares as the Compensation Committee shall determine in its sole discretion exercised in good faith based upon the projected level of achievement of the applicable performance goals for the performance period. If an officer dies or is disabled prior to the end of the performance period, then the PSUs will vest as to a number of shares equal to the greater of the Target Number of Shares for the performance period and such number of shares as the Compensation Committee will determine in its sole discretion exercised in good faith based upon the projected level of achievement of the applicable performance goals for the performance period as if the death or disability had not occurred.

Summary of Potential Payments Upon Termination or Change of Control as of December 31, 2020

The following table quantifies the amounts that would be payable to our named executive officers upon termination of their employment under the circumstances described above under “Employment Agreements”, “Equity Award Agreements” and a change in control of the Company. We calculated the amounts shown based upon each such named executive officer’s employment agreement and equity award agreements, as applicable, described above and upon the hypothetical assumption that each named executive officer’s employment terminated effective December 31, 2020.

Mr. Schmitt is not included in the tables below as he departed the Company effective December 31, 2020 and received the severance payments and benefits as discussed above. A summary of the severance payments and benefits due to Mr. Schmitt in connection with his departure is provided above under “Potential Payments Upon Termination or Change of Control—Severance Payments and Benefits for Mr. Schmitt”.


	Termination Without Cause
Name	Cash Payments ($) (1)		Value of Benefits ($) (2)		Value of RSUs with Accelerated Vesting ($)

John W. Casella		4,279,927		60,601		1,191,175

Edmond R. Coletta		814,000		22,903		647,316

Edwin D. Johnson		1,605,801		54,218		611,632

Christopher B. Heald		355,650		22,138		174,761

Fiscal 2020 Performance Measures and Weightings

Adjusted Operating Income

Adjusted Free Cash Flow (1)

For All Executive Officers