Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
|
|
|
|
|
Pay vs Performance Disclosure, Table |
The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (the “PEO”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 52 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation and Human Capital Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation and Human Capital Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 36.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total for PEO ($) (1) |
|
|
Compensation Actually Paid to PEO ($) (2) |
|
|
Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) |
|
|
Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) |
|
|
Value of Initial Fixed $ 100 Investment Based on: |
|
|
|
|
|
Adjusted Free Cash Flow ($) (4) |
|
|
Total Shareholder Return ($) |
|
|
Peer Group Total Shareholder Return ($) (3) |
|
2024 |
|
|
4,166,661 |
|
|
|
7,468,566 |
|
|
|
1,523,120 |
|
|
|
2,260,187 |
|
|
|
229.87 |
|
|
|
204.08 |
|
|
|
13,536,000 |
|
|
|
158,309,000 |
|
2023 |
|
|
3,461,597 |
|
|
|
3,778,584 |
|
|
|
938,698 |
|
|
|
903,205 |
|
|
|
185.66 |
|
|
|
172.53 |
|
|
|
25,399,000 |
|
|
|
128,299,000 |
|
2022 |
|
|
4,120,071 |
|
|
|
2,821,002 |
|
|
|
1,635,240 |
|
|
|
1,323,839 |
|
|
|
172.30 |
|
|
|
144.53 |
|
|
|
53,079,000 |
|
|
|
111,213,000 |
|
2021 |
|
|
4,233,954 |
|
|
|
11,347,919 |
|
|
|
1,486,919 |
|
|
|
3,594,795 |
|
|
|
185.57 |
|
|
|
153.39 |
|
|
|
41,100,000 |
|
|
|
95,332,000 |
|
2020 |
|
|
3,794,238 |
|
|
|
6,590,420 |
|
|
|
1,538,515 |
|
|
|
2,506,954 |
|
|
|
134.59 |
|
|
|
108.62 |
|
|
|
91,106,000 |
|
|
|
69,147,000 |
|
(1) |
For 2024, our PEO was John W. Casella and our Other NEOs were Bradford J. Helgeson, Edmond R. Coletta, Shelley E. Sayward and Sean M. Steves. For 2023, our PEO was John W. Casella and our Other |
|
NEOs were Bradford J. Helgeson, Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon and Sean M. Steves. For 2022, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon, Sean M. Steves and Edward D. Johnson. For 2021, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, Shelley E. Sayward and Christopher B. Heald. For 2020, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, David L. Schmitt and Christopher B. Heald. |
(2) |
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP Amounts from the SCT Amounts for 2024. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2024, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,166,661 |
|
|
|
1,523,120 |
|
|
|
|
Adjustments for stock and option awards: |
|
|
|
|
|
|
|
|
|
|
|
(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year |
|
|
(2,074,300 |
) |
|
|
(676,857 |
) |
|
|
|
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
2,334,954 |
|
|
|
761,910 |
|
|
|
|
Add (Subtract): Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
580,262 |
|
|
|
215,672 |
|
|
|
|
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year |
|
|
2,460,989 |
|
|
|
436,342 |
|
|
|
|
|
|
|
|
|
|
CAP Amounts (as calculated) |
|
|
7,468,566 |
|
|
|
2,260,187 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts presented are averages for the entire group of Other NEOs in 2024. |
(3) |
The companies in our peer group are: GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc., and Republic Services, Inc. |
(4) |
Adjusted Free Cash Flow is a non-GAAP financial measure. See Appendix A for additional information regarding Adjusted Free Cash Flow and reconciliation of Adjusted Free Cash Flow to its most directly comparable GAAP financial measure. |
|
|
|
|
|
Company Selected Measure Name |
Adjusted Free Cash Flow
|
|
|
|
|
Named Executive Officers, Footnote |
(1) |
For 2024, our PEO was John W. Casella and our Other NEOs were Bradford J. Helgeson, Edmond R. Coletta, Shelley E. Sayward and Sean M. Steves. For 2023, our PEO was John W. Casella and our Other |
|
NEOs were Bradford J. Helgeson, Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon and Sean M. Steves. For 2022, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Shelley E. Sayward, Paul J. Ligon, Sean M. Steves and Edward D. Johnson. For 2021, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, Shelley E. Sayward and Christopher B. Heald. For 2020, our PEO was John W. Casella and our Other NEOs were Edmond R. Coletta, Edwin D. Johnson, David L. Schmitt and Christopher B. Heald. |
|
|
|
|
|
Peer Group Issuers, Footnote |
The companies in our peer group are: GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc., and Republic Services, Inc.
|
|
|
|
|
PEO Total Compensation Amount |
$ 4,166,661
|
$ 3,461,597
|
$ 4,120,071
|
$ 4,233,954
|
$ 3,794,238
|
PEO Actually Paid Compensation Amount |
$ 7,468,566
|
3,778,584
|
2,821,002
|
11,347,919
|
6,590,420
|
Adjustment To PEO Compensation, Footnote |
(2) |
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP Amounts from the SCT Amounts for 2024. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2024, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,166,661 |
|
|
|
1,523,120 |
|
|
|
|
Adjustments for stock and option awards: |
|
|
|
|
|
|
|
|
|
|
|
(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year |
|
|
(2,074,300 |
) |
|
|
(676,857 |
) |
|
|
|
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
2,334,954 |
|
|
|
761,910 |
|
|
|
|
Add (Subtract): Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
580,262 |
|
|
|
215,672 |
|
|
|
|
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year |
|
|
2,460,989 |
|
|
|
436,342 |
|
|
|
|
|
|
|
|
|
|
CAP Amounts (as calculated) |
|
|
7,468,566 |
|
|
|
2,260,187 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts presented are averages for the entire group of Other NEOs in 2024. |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,523,120
|
938,698
|
1,635,240
|
1,486,919
|
1,538,515
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,260,187
|
903,205
|
1,323,839
|
3,594,795
|
2,506,954
|
Adjustment to Non-PEO NEO Compensation Footnote |
(2) |
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP Amounts from the SCT Amounts for 2024. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2024, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,166,661 |
|
|
|
1,523,120 |
|
|
|
|
Adjustments for stock and option awards: |
|
|
|
|
|
|
|
|
|
|
|
(Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year |
|
|
(2,074,300 |
) |
|
|
(676,857 |
) |
|
|
|
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
2,334,954 |
|
|
|
761,910 |
|
|
|
|
Add (Subtract): Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end |
|
|
580,262 |
|
|
|
215,672 |
|
|
|
|
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year |
|
|
2,460,989 |
|
|
|
436,342 |
|
|
|
|
|
|
|
|
|
|
CAP Amounts (as calculated) |
|
|
7,468,566 |
|
|
|
2,260,187 |
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts presented are averages for the entire group of Other NEOs in 2024. |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
CAP VERSUS COMPANY TSR AND PEER GROUP TSR
|
|
|
|
|
Compensation Actually Paid vs. Net Income |
|
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
CAP VERSUS ADJUSTED FREE CASH FLOW
|
|
|
|
|
Total Shareholder Return Vs Peer Group |
CAP VERSUS COMPANY TSR AND PEER GROUP TSR
|
|
|
|
|
Tabular List, Table |
The following table lists the three financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for 2024 (our most recently completed fiscal year), to company performance. Of these measures, we have identified Adjusted Free Cash Flow as the most important of our financial performance measures (that is not already required to be disclosed in the pay versus performance table above) used to link CAP Amounts for our executives for 2024 to company performance.
|
|
|
Adjusted Free Cash Flow* |
|
|
Adjusted Operating Income* |
|
|
Adjusted EBITDA* |
|
|
* |
Adjusted Free Cash Flow, Adjusted Operating Income 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. |
|
|
|
|
|
Total Shareholder Return Amount |
$ 229.87
|
185.66
|
172.3
|
185.57
|
134.59
|
Peer Group Total Shareholder Return Amount |
204.08
|
172.53
|
144.53
|
153.39
|
108.62
|
Net Income (Loss) |
$ 13,536,000
|
$ 25,399,000
|
$ 53,079,000
|
$ 41,100,000
|
$ 91,106,000
|
Company Selected Measure Amount |
158,309,000
|
128,299,000
|
111,213,000
|
95,332,000
|
69,147,000
|
PEO Name |
John W. Casella
|
|
|
|
|
Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted Free Cash Flow
|
|
|
|
|
Non-GAAP Measure Description |
Adjusted Free Cash Flow is a non-GAAP financial measure. See Appendix A for additional information regarding Adjusted Free Cash Flow and reconciliation of Adjusted Free Cash Flow to its most directly comparable GAAP financial measure.
|
|
|
|
|
Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted Operating Income
|
|
|
|
|
Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted EBITDA
|
|
|
|
|
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ (2,074,300)
|
|
|
|
|
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
2,334,954
|
|
|
|
|
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
580,262
|
|
|
|
|
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
2,460,989
|
|
|
|
|
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(676,857)
|
|
|
|
|
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
761,910
|
|
|
|
|
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
215,672
|
|
|
|
|
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ 436,342
|
|
|
|
|