Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2022, Casella Waste Systems, Inc. (the "Company") announced the appointment of Kevin J. Drohan as Vice President and Chief Accounting Officer, effective as of April 1, 2022. Mr. Drohan succeeds Christopher B. Heald, who retired from his position as Vice President of Finance, Chief Accounting Officer, effective as of March 31, 2022, and transitioned into the role of Finance Advisor.

Mr. Drohan, 41, has served as the Company's Corporate Controller since August 2021. From 2015 until August 2021, Mr. Drohan served as Corporate Controller of Sprague Resources, LP ("Sprague"), a publicly traded regional provider of industrial, commercial and residual energy products. From 2007 to 2015, Mr. Drohan held various finance and accounting roles of increasing responsibility at Sprague. Prior to Sprague, Mr. Drohan held accounting and audit roles at Stanley Black & Decker, EY, and BerryDunn. Mr. Drohan holds a Master's in Business Administration from the University of New Hampshire, a Bachelor of Science in Business Administration with an Accounting Concentration from the University of New Hampshire, and is a Certified Public Accountant in the State of New Hampshire.

In connection with his appointment as Vice President and Chief Accounting Officer, the Company entered into an employment agreement with Mr. Drohan, effective as of April 1, 2022 (the "Employment Agreement"). Pursuant to the terms of the Employment Agreement, Mr. Drohan will receive an annual base salary of $250,000. He will also be eligible to receive a bonus consisting of (i) a cash bonus of up to 50% of his annual base salary, (ii) the issuance of additional stock options, restricted stock units ("RSUs") or performance-based stock units ("PSUs") or (iii) a combination of both cash and stock options, RSUs or PSUs, in each case in an amount to be determined by the Compensation and Human Capital Committee after the conclusion of each fiscal year.

In the event of a termination of Mr. Drohan's employment without "cause" (as such term is defined in the Employment Agreement) or for "good reason" (as such term is defined in the Employment Agreement), he will be entitled to (a) payment of an amount equal to the sum of (i) the highest annual base salary paid to him at any time prior to such termination and (ii) his target annual cash incentive compensation opportunity under the Non-Equity Incentive Plan for the fiscal year in which such termination occurs; (b) an amount in cash equal to (i) any accrued but unpaid base salary, (ii) any bonus relating to the prior fiscal year which, as of the date of termination, has been determined by the Company but not yet paid prior to the date of termination, and (iii) any vacation accrued but unused prior to the date of termination; (c) healthcare benefits for a period of one year from the date of termination; and (d) the accelerated vesting of any stock options, RSUs or other equity grants that have been issued by the Company to Mr. Drohan.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There are no family relationships between Mr. Drohan and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mr. Drohan has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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