Casella Waste Systems Inc., a Rutland, Vermont-based regional solid waste, recycling and resource management services company, has announced the appointment of waste management industry veteran William P. Hulligan, to the company’s board of directors effective Sept. 1, 2015.
Hulligan is the former president and chief operating officer of Progressive Waste Solutions. Progressive, which is based in Canada with U.S. headquarters in Fort Worth, Texas, is one of North America’s largest full-service waste management companies that provides nonhazardous solid waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers. Hulligan brings more than 40 years of experience in the waste management industry, including a 24-year career at Waste Management Inc. (WM), Houston.
During his tenure as executive vice president and president of WM’s North American Solid Waste Division, annual revenue for WM grew from approximately $1 billion to more than $6 billion. Following his time at WM, Hulligan served seven years as executive vice president of Waste Services Inc., a publicly traded multiregional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers in the United States and Canada.
“Bill is an outstanding addition to the Casella board,” says John W. Casella, chairman and CEO of Casella. “Bill’s appointment brings a tremendous amount of experience to our board and his understanding of the waste industry, gained both as an executive officer and a public company board member, will greatly benefit Casella as we continue to move forward with our strategic business plan.”
Hulligan adds, “I am thrilled to serve on the Casella board. I have been involved in the waste management industry for much of my life and have come to greatly admire Casella and its team.”
He continues, “I have long believed that Casella has a unique opportunity in the waste management industry to drive growth and create value for stockholders and, as such, I have closely followed Casella and currently own 100,000 shares of Casella stock, shares which I purchased never expecting that I would be offered the opportunity to join the Casella board. I look forward to contributing my experience and insight to the Casella board in its efforts to bring Casella along the path of producing strong financial and strategic results.”
Hulligan will replace current director James P. McManus as a Class III director who, following 10 years of service to Casella, has chosen to retire from the Casella board. As a Class III director, Hulligan will stand for election at Casella’s 2015 Annual Meeting of Stockholders. The Casella board has determined that Hulligan is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. In connection with his appointment to the Casella board, Hulligan was appointed to the board’s Audit Committee.
Adds Casella, “On behalf of the entire board and management team, I would like to sincerely thank Jim McManus for his 10 years of dedicated service to our board and the company as a whole. Jim’s counsel and contributions over the past decade have proven to be an extremely valuable asset for Casella.”
Casella says this announcement follows the appointment in July 2015 of another waste management industry veteran, James E. O’Connor, to the Casella board and reflects the Casella board’s continuing commitment to recruit new independent and highly-qualified directors that have perspectives, insights, experiences and competencies that expand the depth and breadth of the board. With the appointments of industry veterans O’Connor and Hulligan, the Casella board is now composed of nine highly-qualified and experienced directors, seven of whom are independent, and boast a broad and diverse set of skills and experiences in the areas of solid waste collection, recycling, disposal services, operations, accounting, finance, mergers and acquisitions, capital markets, capital allocation, capital structure, risk management and strategic planning, according to the company.
In other Casella news, the company also announced that its board of directors has unanimously voted to approve a number of significant corporate governance enhancements. These corporate governance enhancements are the result of a comprehensive process conducted by Casella’s board, in conjunction with its Nominations and Governance Committee, to enhance the company’s corporate governance practices in response to stockholder input, according to Casella.
“Both our board and management are committed to enhancing Casella’s corporate governance practices to be more consistent with best practices,” says Casella. “In accordance with the recommendation of the Nominations and Governance Committee, our board has determined that it is in the best interests of Casella and our stockholders to adopt these corporate governance enhancements, which we believe will serve the long-term interests of stockholders.”
The corporate governance enhancements consist of the following actions: (i) the adoption of a majority vote resignation policy for the election of directors in uncontested director elections, (ii) the adoption of stock ownership guidelines and a compensation clawback policy applicable to all executive officers who are required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, (iii) the adoption of a policy restricting any hedging and pledging activities with respect to Casella’s securities, which is contained within Casella’s insider trading policy, (iv) the adoption of an amendment to Casella’s 2006 Stock Incentive Plan to provide that the Casella Board may not cancel in exchange for a cash payment any outstanding option with an exercise price per share above the then-current fair market value or take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market, and (v) the adoption of a policy providing that any new employment agreements to be entered into by Casella will not contain any provisions providing for gross-up payments for excise taxes paid under Section 4999 of the Internal Revenue Code of 1986, as amended.
Revised corporate governance guidelines are accessible on the corporate governance section of Casella’s website, www.casella.com.
Hulligan is the former president and chief operating officer of Progressive Waste Solutions. Progressive, which is based in Canada with U.S. headquarters in Fort Worth, Texas, is one of North America’s largest full-service waste management companies that provides nonhazardous solid waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers. Hulligan brings more than 40 years of experience in the waste management industry, including a 24-year career at Waste Management Inc. (WM), Houston.
During his tenure as executive vice president and president of WM’s North American Solid Waste Division, annual revenue for WM grew from approximately $1 billion to more than $6 billion. Following his time at WM, Hulligan served seven years as executive vice president of Waste Services Inc., a publicly traded multiregional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers in the United States and Canada.
“Bill is an outstanding addition to the Casella board,” says John W. Casella, chairman and CEO of Casella. “Bill’s appointment brings a tremendous amount of experience to our board and his understanding of the waste industry, gained both as an executive officer and a public company board member, will greatly benefit Casella as we continue to move forward with our strategic business plan.”
Hulligan adds, “I am thrilled to serve on the Casella board. I have been involved in the waste management industry for much of my life and have come to greatly admire Casella and its team.”
He continues, “I have long believed that Casella has a unique opportunity in the waste management industry to drive growth and create value for stockholders and, as such, I have closely followed Casella and currently own 100,000 shares of Casella stock, shares which I purchased never expecting that I would be offered the opportunity to join the Casella board. I look forward to contributing my experience and insight to the Casella board in its efforts to bring Casella along the path of producing strong financial and strategic results.”
Hulligan will replace current director James P. McManus as a Class III director who, following 10 years of service to Casella, has chosen to retire from the Casella board. As a Class III director, Hulligan will stand for election at Casella’s 2015 Annual Meeting of Stockholders. The Casella board has determined that Hulligan is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. In connection with his appointment to the Casella board, Hulligan was appointed to the board’s Audit Committee.
Adds Casella, “On behalf of the entire board and management team, I would like to sincerely thank Jim McManus for his 10 years of dedicated service to our board and the company as a whole. Jim’s counsel and contributions over the past decade have proven to be an extremely valuable asset for Casella.”
Casella says this announcement follows the appointment in July 2015 of another waste management industry veteran, James E. O’Connor, to the Casella board and reflects the Casella board’s continuing commitment to recruit new independent and highly-qualified directors that have perspectives, insights, experiences and competencies that expand the depth and breadth of the board. With the appointments of industry veterans O’Connor and Hulligan, the Casella board is now composed of nine highly-qualified and experienced directors, seven of whom are independent, and boast a broad and diverse set of skills and experiences in the areas of solid waste collection, recycling, disposal services, operations, accounting, finance, mergers and acquisitions, capital markets, capital allocation, capital structure, risk management and strategic planning, according to the company.
In other Casella news, the company also announced that its board of directors has unanimously voted to approve a number of significant corporate governance enhancements. These corporate governance enhancements are the result of a comprehensive process conducted by Casella’s board, in conjunction with its Nominations and Governance Committee, to enhance the company’s corporate governance practices in response to stockholder input, according to Casella.
“Both our board and management are committed to enhancing Casella’s corporate governance practices to be more consistent with best practices,” says Casella. “In accordance with the recommendation of the Nominations and Governance Committee, our board has determined that it is in the best interests of Casella and our stockholders to adopt these corporate governance enhancements, which we believe will serve the long-term interests of stockholders.”
The corporate governance enhancements consist of the following actions: (i) the adoption of a majority vote resignation policy for the election of directors in uncontested director elections, (ii) the adoption of stock ownership guidelines and a compensation clawback policy applicable to all executive officers who are required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, (iii) the adoption of a policy restricting any hedging and pledging activities with respect to Casella’s securities, which is contained within Casella’s insider trading policy, (iv) the adoption of an amendment to Casella’s 2006 Stock Incentive Plan to provide that the Casella Board may not cancel in exchange for a cash payment any outstanding option with an exercise price per share above the then-current fair market value or take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market, and (v) the adoption of a policy providing that any new employment agreements to be entered into by Casella will not contain any provisions providing for gross-up payments for excise taxes paid under Section 4999 of the Internal Revenue Code of 1986, as amended.
Revised corporate governance guidelines are accessible on the corporate governance section of Casella’s website, www.casella.com.
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