Compensation

Casella provides solid waste management services consisting of collection, transfer, disposal, and recycling services in the northeastern United States.

Breadcrumb

Compensation

Purpose
The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors relating to the evaluation and compensation of the Company's executive officers.
Structure and Membership
  1. Number. The Compensation Committee shall consist of at least three members of the Board of Directors.
  2. Independence. Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market, each member of the Compensation Committee shall be an "independent director" as defined by the applicable rules of the Nasdaq Stock Market. No director shall serve as a member of the Compensation Committee if such person is, or since the beginning of the Company's last fiscal year has been, part of an interlocking directorate in which an executive officer of the Company serves on the board of directors of the Company that concurrently employes such Compensation Committee member.
  3. Chair. Unless the Board of Directors elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote.
  4. Compensation. The compensation of Compensation Committee members shall be as determined by the Board of Directors.
  5. Selection and Removal. Members of the Compensation Committee shall be appointed by the Board of Directors, upon the recommendation of the Nominations and Governance Committee. The Board of Directors may remove members of the Compensation Committee from such committee, with or without cause.
Authority and Responsibilities
General

The Compensation Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management, in accordance with its business judgment.

Compensation Matters
 
  1. CEO Compensation. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation.
  2. Executive Officer Compensation. The Compensation Committee shall review and approve executive officer (including CEO) compensation, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Compensation Committee shall meet without the presence of executive officers when approving CEO compensation but may, in its discretion, invite the CEO to be present during approval of other executive officer compensation. For purposes hereof, "executive officer" shall be as defined by the rules and regulations of the Securities and Exchange Commission.
  3. Plan Recommendations and Approvals. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans. In addition to any recommendation provided by the Compensation Committee to the full Board of Directors, the Compensation Committee shall approve any tax-qualified, non-discriminatory employee benefit plans (and any parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by officers, directors, employees or consultants of the Company.
  4. Incentive Plan Administration. The Compensation Committee shall exercise all rights, authority and functions of the Board of Directors under all of the Company's stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by a plan or resolution of the Board of Directors, the Compensation Committee shall not be authorized to amend any such plan.
  5. Director Compensation. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to director compensation.
  6. Management Succession. The Compensation Committee shall, at the request of the Board of Directors, periodically review and make recommendations to the Board of Directors relating to management succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO.
  7. Compensation Committee Report on Executive Compensation. The Compensation Committee shall prepare for inclusion where necessary in a proxy or information statement of the Company relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting), the report described in Item 402(k) of Regulation S-K.
  8. Compensation Committee Report on Repricing of Options/SARs. If during the last fiscal year of the Company (while the Company was a reporting company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act")) any adjustment or amendment was made to the exercise price of any stock option or stock appreciation right previously awarded to a "named executive officer" (as such term is defined from time to time in Item 402(a)(3) of Regulation S-K), the Compensation Committee shall furnish the report required by Item 402(i) of Regulation S-K.
  9. Additional Powers. The Compensation Committee shall take such other action with respect to compensation matters as may be delegated from time to time by the Board of Directors.
Procedures and Administration
  1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a "non-employee director," as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act, and an "outside director," as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder).
  3. Reports to Board. The Compensation Committee shall report regularly to the Board of Directors.
  4. Charter. The Compensation Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
  5. Independent Advisors. The Compensation Committee shall have the authority, without further action by the Board of Directors, to engage and determine funding for such independent legal, accounting, compensation and other advisors as it deems necessary to carry out its responsibilities (provided however, that the Compensation Committee may not engage the independent auditor of the Company without the prior approval of the Audit Committee). Such independent advisors may be the regular advisors to the Company. The Compensation Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such advisors as established by the Compensation Committee.
  6. Investigations. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Compensation Committee or any advisors engaged by the Compensation Committee.
  7. Annual Self-Evaluation. At least annually, the Compensation Committee shall evaluate its own performance.
NASDAQ Stock Market
NASDAQ Rule 4200(a)(15) defines "Independent Director" as follows:

"Independent director" means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:
 
  1. a director who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company;
  2. a director who accepted or who has a Family Member who accepted any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current or any of the past three fiscal years, other than the following:
     
    • (i) compensation for board or board committee service;
    • (ii) payments arising solely from investments in the company's securities;
    • (iii) compensation paid to a Family Member who is a non-executive employee of the company or a parent or subsidiary of the company;
    • (iv) benefits under a tax-qualified retirement plan, or non-discretionary compensation; or
    • (v) loans permitted under Section 13(k) of the [Securities Exchange] Act.
Provided, however, that audit committee members are subject to additional, more stringent requirements under Rule 4350(d).
 
  1. a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company as an executive officer;
  2. a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:
    • payments arising solely from investments in the company's securities; or
    • payments under non-discretionary charitable contribution matching programs;
  3. (E) a director of the listed company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the listed company serve on the compensation committee of such other entity; or
  4. a director who is, or has a Family Member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three years.


Proposed NASDAQ Rule 4200(a)(14) defines "Family Member" as follows:

"Family Member" means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home.

Proposed interpretation IM-4200 Definition of Independence – Rule 4200(a)(15) provides as follows:

It is important for investors to have confidence that individuals serving as independent directors do not have a relationship with the listed company that would impair their independence. The board has a responsibility to make an affirmative determination that no such relationships exist through the application of Rule 4200. Rule 4200 also provides a list of certain relationships that preclude a board finding of independence. These objective measures provide transparency to investors and companies, facilitate uniform application of the rules, and ease administration. Because Nasdaq does not believe that ownership of company stock by itself would preclude a board finding of independence, it is not included in the aforementioned objective factors. It should be noted that there are additional, more stringent requirements that apply to audit committees, as specified in Rule 4350.

The rule's reference to a "parent or subsidiary" is intended to cover entities the issuer controls and consolidates with the issuer's financial statements as filed with the U.S. Securities and Exchange Commission (but not if the issuer reflects such entity solely as an investment in its financial statements). The reference to executive officers means those officers covered in Rule 16a-1(f) under the [Securities Exchange] Act. In the context of the definition of Family Member under Rule 4200(a)(14), the reference to marriage is intended to capture relationships specified in the rule (parents, children and siblings) that arise as a result of marriage, such as "in-law" relationships.

The three year look-back periods referenced in paragraphs (A), (C), (E), and (F) of the rule commence on the date the relationship ceases. For example, a director employed by the company is not independent until three years after such employment terminates.

Paragraph (B) of the rule is generally intended to capture situations where a payment is made directly to (or for the benefit of) the director or a [F]amily [M]ember of the director. For example, consulting or personal service contracts with a director or [F]amily [M]ember of the director or political contributions to the campaign of a director or a [F]amily [M]ember of the director would be considered under paragraph (B) of the rule.

Paragraph (D) of the rule is generally intended to capture payments to an entity with which the director or Family Member of the director is affiliated by serving as a partner, controlling shareholder or executive officer of such entity. Under exceptional circumstances, such as where a director has direct, significant business holdings, it may be appropriate to apply the corporate measurements in paragraph (D), rather than the individual measurements of paragraph (B). Issuers should contact Nasdaq if they wish to apply the rule in this manner. The reference to a partner in paragraph (D) is not intended to include limited partners. It should be noted that the independence requirements of paragraph (D) of the rule are broader that Rule 10A-3(e)(8) under the [Securities Exchange] Act.

Under paragraph (D), a director who is, or who has a Family Member who is, an executive officer of a charitable organization may not be considered independent if the company makes payments to the charity in excess of the greater of the greater of [sic] 5% of the charity's revenues or $200,000. However, Nasdaq encourages companies to consider other situations where a director or their Family Member and the company each have a relationship with the same charity when assessing director independence.

For purposes of determining whether a lawyer is eligible to serve on an audit committee, Rule 10A-3 under the [Securities Exchange] Act generally provides that any partner in a law firm that receives payments from the issuer is ineligible to serve on that issuer's audit committee. In determining whether a director may be considered independent for purposes other than the audit committee, payments to a law firm would generally be considered under Rule 4200(a)(15)(D), which looks to whether the payment exceeds the greater of 5% of the recipients [sic] gross revenues or $200,000; however, if the firm is a sole proprietorship, Rule 4200(a)(15)(B), which looks to whether the payment exceeds $60,000, applies.
 
[Note: A different definition of independence applies to investment companies.]


Rule 16b-3 of the Securities Exchange Act of 1934

Rule 16b-3(b)(3)(i) under the Securities Exchange Act of 1934 defines "Non-Employee Director" (except in the case of closed-end investment companies) as follows:

A Non-Employee Director shall mean a director who:
 
  1. Is not currently an officer (as defined in Rule 16a-1(f)) of the issuer or a parent or subsidiary of the issuer, or otherwise currently employed by the issuer or a parent or subsidiary of the issuer;
  2. Does not receive compensation, either directly or indirectly, from the issuer or a parent or subsidiary of the issuer, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to [Item 404(a) of Regulation S-K];
  3. Does not possess an interest in any other transaction for which disclosure would be required pursuant to [Item 404(a) of Regulation S-K]; and
  4. Is not engaged in a business relationship for which disclosure would be required pursuant to [Item 404(b) of Regulation S-K].


Section 162(m) of the Internal Revenue Code of 1986

For purposes of Section 162(m) of the Internal Revenue Code of 1986, a director is an "Outside Director" only if he or she:
 
  • is not a current employee of the public company;
  • is not a former employee of the public company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year;
  • has never been an officer of the public company; and
  • does not receive remuneration from the public company, either directly or indirectly, in any capacity other than as a director.


A director will no longer be considered a valid outside director if he or she received "remuneration" under each of the following circumstances:
 
  1. remuneration is paid, directly or indirectly, to the director personally or to an entity in which the director has a beneficial ownership interest of greater than 50%. Remuneration is considered paid when actually paid and, if earlier, throughout the period when a contract or agreement to pay remuneration is outstanding.
  2. remuneration, other than de minimis remuneration, was paid by the public company in its preceding taxable year to an entity in which the director has a beneficial ownership interest of at least 5% but not more than 50%. Remuneration is considered paid when actually paid or, if earlier, when the public company becomes liable to pay for it.
  3. remuneration, other than de minimis remuneration, was paid by the public company in its preceding taxable year to an entity by which the director is employed or self-employed other than as a director. Remuneration is considered paid when actually paid or, if earlier, when the public company becomes liable to pay it.


"Executive Officer" is defined in the Securities Exchange Act as: the Company's president, any vice president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the Company. Executive officers of subsidiaries may be deemed executive officers of the Company if they perform such policy making functions for the Company.
 
Gregory B. Peters Joseph G. Doody Emily Nagle Green James E. O'Connor
  • Member
  • Chair
  • Financial Expert
  • Independent Director