XML 37 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
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 53 (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.
Pay Versus Performance
 
Year
  
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:
    
Net Income
($)
    
Adjusted
Free Cash
Flow ($) (4)
  
 
Total
Shareholder
Return ($)
    
Peer Group
Total
Shareholder
Return
($) (3)
  
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 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 2023. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2023, but rather are amounts determined in accordance with Item 402 of Regulation
S-K
under the Exchange Act.
 
Adjustments
   
2023 ($)
  
  
PEO
    
Other
NEOs*
  
SCT Amounts
      3,461,597       938,698  
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      (2,046,324 )      (480,767 ) 
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      2,272,502       522,389  
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      242,046       46,081  
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      (151,237 )      (123,196 ) 
  
 
 
    
 
 
  
CAP Amounts (as calculated)
      3,778,584       903,205  
  
 
 
    
 
 
  
 
  *
Amounts presented are averages for the entire group of Other NEOs in 2023.
 
(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 B 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 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 $ 3,461,597 $ 4,120,071 $ 4,233,954 $ 3,794,238
PEO Actually Paid Compensation Amount $ 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 2023. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2023, but rather are amounts determined in accordance with Item 402 of Regulation
S-K
under the Exchange Act.
 
Adjustments
   
2023 ($)
  
  
PEO
    
Other
NEOs*
  
SCT Amounts
      3,461,597       938,698  
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      (2,046,324 )      (480,767 ) 
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      2,272,502       522,389  
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      242,046       46,081  
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      (151,237 )      (123,196 ) 
  
 
 
    
 
 
  
CAP Amounts (as calculated)
      3,778,584       903,205  
  
 
 
    
 
 
  
 
  *
Amounts presented are averages for the entire group of Other NEOs in 2023.
     
Non-PEO NEO Average Total Compensation Amount $ 938,698 1,635,240 1,486,919 1,538,515
Non-PEO NEO Average Compensation Actually Paid Amount $ 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 2023. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2023, but rather are amounts determined in accordance with Item 402 of Regulation
S-K
under the Exchange Act.
 
Adjustments
   
2023 ($)
  
  
PEO
    
Other
NEOs*
  
SCT Amounts
      3,461,597       938,698  
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      (2,046,324 )      (480,767 ) 
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      2,272,502       522,389  
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      242,046       46,081  
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      (151,237 )      (123,196 ) 
  
 
 
    
 
 
  
CAP Amounts (as calculated)
      3,778,584       903,205  
  
 
 
    
 
 
  
 
  *
Amounts presented are averages for the entire group of Other NEOs in 2023.
     
Compensation Actually Paid vs. Total Shareholder Return
CAP VERSUS COMPANY TSR AND PEER GROUP TSR
 
 
LOGO
     
Compensation Actually Paid vs. Net Income
CAP VERSUS NET INCOME
 
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
CAP VERSUS ADJUSTED FREE CASH FLOW
 
 
 
LOGO
     
Total Shareholder Return Vs Peer Group
CAP VERSUS COMPANY TSR AND PEER GROUP TSR
 
 
LOGO
     
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 2023 (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 2023 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 B 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 $ 185.66 172.3 185.57 134.59
Peer Group Total Shareholder Return Amount 172.53 144.53 153.39 108.62
Net Income (Loss) $ 25,399,000 $ 53,079,000 $ 41,100,000 $ 91,106,000
Company Selected Measure Amount 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 B 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 For Stock Awards And Option Awards Included In SCT Amounts For The Covered Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,046,324)      
PEO | Fair Value At Year End Of Awards Granted During The Covered Fiscal Year That Were Outstanding And Unvested At The Covered Fiscal Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,272,502      
PEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 242,046      
PEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (151,237)      
Non-PEO NEO | Aggregate Grant Date Fair Value For Stock Awards And Option Awards Included In SCT Amounts For The Covered Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (480,767)      
Non-PEO NEO | Fair Value At Year End Of Awards Granted During The Covered Fiscal Year That Were Outstanding And Unvested At The Covered Fiscal Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 522,389      
Non-PEO NEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 46,081      
Non-PEO NEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (123,196)