Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2023, Clean Harbors, Inc. (the "Company") announced that Eric J.
Dugas, currently the Company's Senior Vice President, Finance and Chief
Accounting Officer has been appointed Executive Vice President ("EVP") and Chief
Financial Officer effective March 31, 2023. Mr. Dugas will also continue to
serve as the Company's principal accounting officer. Mr. Dugas, who has been
with the Company since 2014, will succeed Michael Battles who, as previously
announced, will become co-CEO with Chief Operating Officer Eric Gerstenberg
effective March 31, 2023. The Company also announced that Brian Weber has been
promoted to EVP and President, Safety-Kleen Sustainability Solutions effective
April 1, 2023. Mr. Weber previously served as Executive Vice President of
Corporate Planning and Development and has been with the Company since 1990.
The terms of Mr. Dugas' employment with the Company are set forth in an accepted
employment offer letter which is filed as Exhibit 10.64 to this report. In
summary, the base salary for Mr. Dugas will be $425,000 annually. In addition to
eligibility for the Company's standard benefits, Mr. Dugas will be eligible to
receive cash bonuses under the Company's Senior Executive Incentive Plan
("SEIP") and Management Incentive Plan ("MIP") and to participate in the
Company's Long Term Incentive Plan which includes both time based and
performance based restricted stock. The employment offer letter also provides
for one year of severance benefits for Mr. Dugas.
The terms of Mr. Weber's employment with the Company are set forth in an
accepted employment offer letter which is filed as Exhibit 10.65 to this report.
In summary, the base salary for Mr. Weber will be $550,000 annually. Mr. Weber
will continue to be able to receive cash bonuses under the Company's SEIP and
MIP bonuses as well as the Company's Long Term Incentive Plan which includes
both time based and performance based restricted stock. Mr. Weber's previous
severance agreement remains in effect.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
10.64* Eric J. Dugas accepted offer letter dated February 24, 2023
10.65* Brian Weber accepted offer letter dated February 24, 2023
99.1 Press Release of the Company, dated March 1, 2023, announcing Executive
Officer Updates
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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*A "management contract or compensation plan or arrangement" filed as an exhibit
to this report pursuant to Item 5.02 of Form 8-K and Item 6.01(b)(10)(iii) of
Regulation S-K.
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