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CLEAN HARBORS, INC.0000822818DEF 14Afalse

9) CAP is calculated in accordance with the Item 402(v) of Regulation S-K. Reconciliations of Summary Compensation Table data to CAP for fiscal 2024, 2023, 2022, 2021, and 2020 for the PEOs and the Non-PEO NEOs are included in the table below:


	PEO (Alan S. McKim)
Year	2024		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	—	$	2,296,564	$	6,241,356	$	5,612,724	$	3,828,532
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	—		—		1,199,998		1,293,846		1,406,079
Add:	—
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	—		—		1,492,575		1,384,608		1,835,380
Change in Fair Value of Prior Year Awards Unvested as of Year-End	—		1,134,728		159,314		150,020		(218,891)
Change in Fair Value of Prior Year Awards that Vested During Year	—		189,183		79,802		747,590		(377,776)
Total Additions to Compensation Actually Paid	—		1,323,911		1,731,691		2,282,218		1,238,713
Compensation Actually Paid	$	—	$	3,620,475	$	6,773,049	$	6,601,096	$	3,661,166

	Co-PEO (Michael L. Battles)
Year	2024		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	5,286,045	$	4,917,312	$	—	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	2,881,028		2,931,746		—		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	4,339,520		5,086,269		—		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	1,799,853		1,250,254		—		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	345,520		846,669		—		—		—
Change in Fair Value of Prior Year Awards that Forfeited During Year	(827,875)		—		—		—		—
Total Additions to Compensation Actually Paid	5,657,018		7,183,192		—		—		—
Compensation Actually Paid	$	8,062,035	$	9,168,758	$	—	$	—	$	—

	Co-PEO (Eric W. Gerstenberg)
Year	2024		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	5,282,845	$	4,938,543	$	—	$	—	$	—
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	2,881,028		2,931,746		—		—		—
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	4,339,520		5,086,268		—		—		—
Change in Fair Value of Prior Year Awards Unvested as of Year-End	1,769,034		1,792,496		—		—		—
Change in Fair Value of Prior Year Awards that Vested During Year	526,505		1,360,591		—		—		—
Change in Fair Value of Prior Year Awards that Forfeited During Year	(827,875)		—		—		—		—
Total Additions to Compensation Actually Paid	5,807,184		8,239,355		—		—		—
Compensation Actually Paid	$	8,209,001	$	10,246,152	$	—	$	—	$	—

—1,199,9981,293,8461,406,079—1,492,5751,384,6081,835,3801,134,728159,314150,020218,891189,18379,802747,590377,7761,323,9111,731,6912,282,2181,238,7133,620,4756,773,0496,601,0963,661,1662,881,0282,931,7464,339,5205,086,2691,799,8531,250,254345,520846,669827,875—5,657,0187,183,1928,062,0359,168,7582,881,0282,931,7464,339,5205,086,2681,769,0341,792,496526,5051,360,591827,875—5,807,1848,239,3558,209,00110,246,152


	Average of Non-PEO NEOs
Year	2024		2023		2022		2021		2020
Summary Compensation Table Total Compensation	$	2,399,973	$	1,344,687	$	2,755,014	$	2,931,679	$	2,343,696
Less: Grant Date Fair Value of Stock Awards (from Summary Compensation Table)	908,296		342,733		1,371,984		1,604,777		1,308,804
Add:
Change in Fair Value of Awards Granted During Year and Outstanding and Unvested as of Year-End	1,204,668		1,281,296		1,706,493		1,643,335		1,909,616
Change in Fair Value of Prior Year Awards Unvested as of Year-End	429,686		844,916		325,300		543,138		(179,536)
Change in Fair Value of Prior Year Awards that Vested During Year	113,946		251,540		(65,278)		318,653		(346,796)
Change in Fair Value of Prior Year Awards that Forfeited During Year	(248,502)		—		—		(95,753)		(155,894)
Total Additions to Compensation Actually Paid	1,499,798		2,377,752		1,966,515		2,409,373		1,227,390
Compensation Actually Paid	$	2,991,475	$	3,379,706	$	3,349,545	$	3,736,275	$	2,262,282

908,296342,7331,371,9841,604,7771,308,8041,204,6681,281,2961,706,4931,643,3351,909,616429,686844,916325,300543,138179,536113,946251,54065,278318,653346,796248,502——95,753155,8941,499,7982,377,7521,966,5152,409,3731,227,3902,991,4753,379,7063,349,5453,736,2752,262,282iso4217:USD00008228182024-01-012024-12-310000822818clh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:EricW.GerstenbergMember2024-01-012024-12-310000822818clh:AlanS.McKimMember2023-01-012023-12-310000822818clh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:EricW.GerstenbergMember2023-01-012023-12-3100008228182023-01-012023-12-310000822818clh:AlanS.McKimMember2022-01-012022-12-3100008228182022-01-012022-12-310000822818clh:AlanS.McKimMember2021-01-012021-12-3100008228182021-01-012021-12-310000822818clh:AlanS.McKimMember2020-01-012020-12-3100008228182020-01-012020-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:AlanS.McKimMember2023-01-012023-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:AlanS.McKimMember2022-01-012022-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:AlanS.McKimMember2021-01-012021-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:AlanS.McKimMember2020-01-012020-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2023-01-012023-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2022-01-012022-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2021-01-012021-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2020-01-012020-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2023-01-012023-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2022-01-012022-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2021-01-012021-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:AlanS.McKimMember2020-01-012020-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:AlanS.McKimMember2023-01-012023-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:AlanS.McKimMember2022-01-012022-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:AlanS.McKimMember2021-01-012021-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:AlanS.McKimMember2020-01-012020-12-310000822818ecd:PeoMemberclh:AlanS.McKimMember2023-01-012023-12-310000822818ecd:PeoMemberclh:AlanS.McKimMember2022-01-012022-12-310000822818ecd:PeoMemberclh:AlanS.McKimMember2021-01-012021-12-310000822818ecd:PeoMemberclh:AlanS.McKimMember2020-01-012020-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:FairValueOfAwardsGrantedDuringYearAndUnvestedAsOfYearEndMemberecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsUnvestedAsOfYearEndMemberecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatVestedDuringYearMemberecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatForfeitedDuringYearMemberecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818clh:ChangeInFairValueOfPriorYearAwardsThatForfeitedDuringYearMemberecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818ecd:PeoMemberclh:MichaelL.BattlesMember2024-01-012024-12-310000822818ecd:PeoMemberclh:MichaelL.BattlesMember2023-01-012023-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberclh:EricW.GerstenbergMember2024-01-012024-12-310000822818clh:GrantDateFairValueOfStockAwardsInFiscalYearFromSummaryCompensationTableMemberecd:PeoMemberc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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 Proxy uncheck image.jpg

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 under §240.14a-12


Clean Harbors, 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 all the boxes that apply):
			No fee required.
			Fee paid previously with preliminary materials.
			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 11, 2025

Corporate Headquarters

42 Longwater Drive

Norwell, Massachusetts 02061

Tel. 781-792-5000

To Our Fellow Shareholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 annual meeting of shareholders, to be held at 10:00 a.m., local time, on Wednesday, May 21, 2025, at our company’s training facility at 101 Philip Drive, Norwell, Massachusetts, located adjacent to our company’s headquarters.

Information about the annual meeting is presented on the following pages. In addition to the formal items of business, the meeting will include a report by members of management on our company operations. You will have an opportunity to ask questions of our management team if you attend the meeting in person.

For the 2025 annual meeting, we are again using the “notice and access” method of providing proxy materials via the internet. On or about April 11, 2025, we will be mailing to our shareholders a notice of internet availability of proxy materials, or “e-proxy notice,” containing instructions on how to access our 2025 proxy statement and the 2024 annual report to shareholders (including our 2024 Annual Report on Form 10-K).

Your vote is important. If you are unable to attend the meeting in person, it is important that your shares be represented and voted at the annual meeting. You may authorize your proxy to vote your shares over the internet, by telephone, or by mail as described under "General Matters - Proxy Solicitation" in the attached proxy statement.

Please note that under the current rules of the New York Stock Exchange, your broker will not be able to vote your shares at the annual meeting on the election of directors or on certain other proposals described in the attached proxy statement if you have not given your broker instructions on how to vote. Please be sure to give voting instructions to your broker so that your vote can be counted with respect to the election of directors and such other proposals.

Thank you for your continued support of Clean Harbors. We look forward to seeing those shareholders who are able to attend the annual meeting on May 21st.


			Sincerely,

			Alan S. McKim
			Executive Chairman of the Board

CLEAN HARBORS, INC.

42 Longwater Drive

Norwell, Massachusetts 02061

___________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

___________________________

Notice is hereby given that the 2025 annual meeting of shareholders of Clean Harbors, Inc. (the “Company”) will be held at 10:00 a.m., local time, on Wednesday, May 21, 2025, at the Company’s training facility located at 101 Philip Drive, Norwell, Massachusetts.

The annual meeting is being held:

1. To elect five (5) Class III members of the Board of Directors of the Company to serve until the 2028 annual meeting of shareholders and until their respective successors are duly elected and qualified;

2. To hold a non-binding, advisory vote on the compensation of the Company’s named executive officers;

3. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

4. To act upon such other business as may properly come before the meeting and any adjournment or postponement thereof.

Shareholders of record at the close of business on March 24, 2025, will be entitled to notice and to vote at the meeting.


			By order of the Board of Directors,

			Lisa R. Haddad, Secretary
			April 11, 2025
			Norwell, Massachusetts

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES OVER THE INTERNET, BY TELEPHONE, OR BY MAIL AS DESCRIBED UNDER “GENERAL MATTERS - PROXY SOLICITATION” IN THE ATTACHED PROXY STATEMENT.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025: The Notice of Annual Meeting, Proxy Statement, and 2024 Annual Report to Shareholders (including the 2024 Annual Report on Form 10-K), are available for viewing, printing, and downloading at www.proxyvote.com.

TABLE OF CONTENTS



GENERAL MATTERS	1	COMPENSATION DISCUSSION AND
		ANALYSIS	25
BOARD OF DIRECTORS OVERVIEW	2	Introduction	25
Board Leadership Structure	2	Executive Summary	25
Corporate Governance Guidelines, Committee		2024 Performance Overview	28
Committee Charters, and		Role of the Compensation and Human
Code of Ethics and Business Conduct	3	Capital Committee	28
Director Independence	3	Consideration of Shareholder Responses	29
Limitation on Other Board Services	4	Compensation Philosophy and Objectives	29
Board Committees	5	Stock Ownership Guidelines	35
Audit Committee	6	Insider Trading Policy and
Compensation and Human Capital		Key Prohibited Transactions	35
Committee	7	Policies Related to Timing of Stock Option Grants	36
Corporate Governance and Sustainability		Clawback Policy	36
Committee	7	Employment, Termination of Employment, and
Environmental, Health, and Safety		Change of Control Agreements and
Committee	7	Arrangements	37
Ad Hoc Cyber Committee	8	Report of Compensation and Human
C&HC Committee Interlocks and		Capital Committee	38
Insider Participation	8
Communications to the Independent Directors	8	EXECUTIVE COMPENSATION TABLES	39
Board Oversight of Risk Management	8	2024 Summary Compensation Table	39
Commitment to the Environment and		Grants of Plan-Based Awards	40
Sustainability	9	Outstanding Equity Awards at Fiscal Year-End	41
Executive Succession Planning	9	Option Exercises and Stock Vested	42
No Political Contributions	9	Potential Payments Upon Termination or Change
		of Control	43
ELECTION OF DIRECTORS	9	CEO Pay Ratio Information	44
Board Matrix	10	Appendix A: Reconciliation of GAAP Measure
Board Nomination Process	11	to Corresponding Non-GAAP Measure	45
Current Directors and Nominees	12	Appendix B: Financial Performance Measures
		Used in Incentive Compensation Plans	46
DIRECTOR COMPENSATION	19
		PAY VERSUS PERFORMANCE	48
EXECUTIVE OFFICERS	20
		RATIFICATION OF SELECTION OF
RELATED PARTY TRANSACTIONS	22	INDEPENDENT REGISTERED PUBLIC
		ACCOUNTING FIRM	53
ADVISORY VOTE ON EXECUTIVE		Selection of the Company’s Independent
COMPENSATION	23	Registered Public Accountant	53
		Audit and Related Fees	53
		Audit Committee Report	54

		SECURITY OWNERSHIP OF CERTAIN
		BENEFICIAL OWNERS AND
		MANAGEMENT	55

		SHAREHOLDER PROPOSALS	57
		HOUSEHOLDING	57
		OTHER INFORMATION	57
		OTHER MATTERS	58

CLEAN HARBORS, INC.

42 Longwater Drive

Norwell, MA 02061

_________________________

GENERAL MATTERS

_________________________

This proxy statement and the accompanying notice of the 2025 annual meeting of shareholders (the “annual meeting”) are being furnished to the holders of common stock, $0.01 par value (“common stock”), of Clean Harbors, Inc., a Massachusetts corporation (the “Company”, “Clean Harbors” or “we”), in connection with the solicitation of proxies by the Company’s board of directors (the “Board”) for use at the annual meeting and any adjournment or postponement thereof. The annual meeting will be held at the Company’s training facility located at 101 Philip Drive, Norwell, Massachusetts, on May 21, 2025, commencing at 10:00 a.m., local time.

Proxy Solicitation

For the 2025 annual meeting, we are again using the “notice and access” process permitted by the Securities and Exchange Commission (the “SEC”) to distribute proxy materials to our shareholders. This process allows us to post proxy materials on a designated website and notify shareholders of the availability of such proxy materials on that website by distributing a notice of internet availability of proxy materials, or “e-proxy notice,” rather than mailing hard copies of all of these materials. We believe this process lowers the cost of the annual meeting, expedites receipt of the meeting materials, and preserves natural resources.

The e-proxy notice also includes instructions for how to request a paper copy of our proxy materials or an electronic copy by e-mail. Your request to receive proxy materials in paper form by mail or electronically by e-mail will remain in effect for future meetings until you revoke it.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered the shareholder of record with respect to those shares and the e-proxy notice is being sent directly to you. As a shareholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting in person, we urge you to vote by telephone, via the internet, or, if you request a paper copy of the proxy materials, by completing, signing, dating, and returning the proxy card provided. You may revoke your proxy before it is exercised at the annual meeting by delivery of written revocation or a subsequently dated proxy to the Secretary of the Company, by voting again by telephone or via the internet, or by voting in person at the annual meeting. Attendance at the annual meeting will not, by itself, revoke a proxy.

If you are not a shareholder of record but you hold your shares in “street name” (i.e. your shares are held in an account maintained by a broker, bank or other nominee, which is the shareholder of record) you are considered the beneficial owner of such shares and a form of e-proxy notice is being forwarded to you by the broker, bank, or other nominee which is the shareholder of record with respect to those shares. Unless you have requested that you receive proxy materials in paper form, your broker, bank or other nominee will notify you how to access this proxy statement in electronic form and provide you with instructions on how to vote your shares. As a beneficial owner of your shares, you have the right to direct your broker or nominee on how to vote the shares held in your account. You may provide this direction by following the instructions on the form of voting instructions you receive from your broker or nominee or the e-proxy notice you receive. Although you have the right to direct how your shares are voted, the entity that holds your shares is the shareholder of record for purposes of voting at the annual meeting. Accordingly, because you are not the shareholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or nominee giving you the right to vote the shares at the meeting. If your shares are held of record by a broker or nominee and you wish to change your voting instructions, you must contact your broker or nominee to revoke any prior voting instructions.

If you wish to attend the annual meeting in person, please bring with you the e-proxy notice you have received and a government-issued proof of identity (such as a driver’s license).

The cost of this solicitation shall be borne by the Company. Solicitations of proxies by telephone or in person may be made by the Company’s directors, officers, or other employees, but any such solicitation will be carried on during working hours and for no additional cost, other than the time expended and telephone charges in making such solicitation. This proxy

statement and the accompanying proxy form are first being made available to shareholders beginning on or abou

SEC Form DEF 14A filed by Clean Harbors Inc.