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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