DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

CASELLA WASTE SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Thursday, June 4, 2026

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Casella Waste Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be conducted online via live webcast at https://meetnow.global/MY7HWCF on Thursday, June 4, 2026 at 10:00 a.m. Eastern Time to consider and act on the following matters:

To elect four Class II directors, each to serve for a term expiring at the 2029 Annual Meeting of Stockholders;

To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in the accompanying proxy statement;

To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the 2026 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof.

The 2026 Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast https://meetnow.global/MY7HWCF. There will not be a physical meeting location, and stockholders will not be able to attend the meeting in person. This means that you can attend the 2026 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 20, 2026, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how stockholders may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis. Stockholders who do not receive a Notice will receive a printed copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Stockholders of record of our Class A common stock and our Class B common stock at the close of business on April 8, 2026, the record date for the 2026 Annual Meeting, are entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment thereof. Your vote is important regardless of the number of shares you own. If you are a stockholder of record, you may submit a proxy or vote your shares in any one of the following ways:

•

Over the Internet prior to the 2026 Annual Meeting by going to the website of our tabulator, Computershare Trust Company, N.A., at www.investorvote.com/CWST and following the instructions for internet voting shown on your Notice or your proxy card;

•

Over the Telephone, by calling 1-800-652-VOTE (8683) and following the recorded instructions;

•

By Mail, if you receive a printed copy of the proxy materials, by completing and signing your enclosed proxy card and mailing it in the enclosed postage prepaid envelope. If you submit a proxy over the internet or by telephone, please do not mail your proxy card; or

•

Online while virtually attending the 2026 Annual Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow to submit voting instructions or vote your shares.

All stockholders are invited to attend the 2026 Annual Meeting online. Whether or not you plan to attend the 2026 Annual Meeting online, we urge you to take the time to submit your proxy to vote over the Internet, by phone or by mail. Further information about how to attend the 2026 Annual Meeting online, vote your shares online during the meeting and submit your questions online during the meeting is included in the accompanying proxy statement.


		By order of the Board of Directors,



April 17, 2026 Rutland, Vermont		John W. Casella Executive Chairman of the Board and Secretary

PROXY STATEMENT

Table of Contents


	Page

TIME, DATE AND LOCATION OF 2026 ANNUAL MEETING		1

PROXY SUMMARY		2

PURPOSES OF THE 2026 ANNUAL MEETING		8

IMPORTANT INFORMATION ABOUT THE 2026 ANNUAL MEETING AND VOTING		9

BOARD OF DIRECTORS		17

CORPORATE GOVERNANCE		23

EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS		36

OWNERSHIP OF OUR COMMON STOCK		72

PROPOSAL 1 — ELECTION OF DIRECTORS		75

PROPOSAL 2 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		76

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS		77

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS		78

HOUSEHOLDING OF ANNUAL MEETING MATERIALS		79

OTHER MATTERS		79

APPENDIX A — RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES		A-1

Forward-Looking Statements

Certain statements contained in this proxy statement, including, but not limited to, the statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s financial performance; financial condition; operations and services; prospects; growth; strategies; anticipated impacts from future or completed acquisitions; and sustainability goals and commitments and anticipated actions to meet such goals and commitments, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,” “projects,” “will,” “guidance” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it will achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made in this proxy statement. Such forward-looking statements, and all phases of the Company’s operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in its forward-looking statements.

Such risks and uncertainties include or relate to, among other things, the following: the Company may be unable to adequately increase prices or drive operating efficiencies to adequately offset increased costs and

inflationary pressures, including increased fuel prices, wages and tariffs; it is difficult to determine the timing or future impact of a sustained economic slowdown that could negatively affect our operations and financial results; the increasing focus on per- and polyfluoroalkyl substances (“PFAS”) and other emerging contaminants, including the recent designation by the U.S. Environmental Protection Agency of two PFAS chemicals as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act, will likely lead to increased compliance and remediation costs and litigation risks; adverse weather conditions may negatively impact the Company’s revenues and its operating margin; the Company may be unable to increase volumes at its landfills or improve its route profitability; the Company may be unable to reduce costs or increase pricing or volumes sufficiently to achieve estimated Adjusted EBITDA and other targets; landfill operations and permit status may be affected by factors outside the Company’s control; the Company may be required to incur capital expenditures in excess of its estimates; the Company’s insurance coverage and self-insurance reserves may be inadequate to cover all of its risk exposures; fluctuations in energy pricing or the commodity pricing of its recyclables may make it more difficult for the Company to predict its results of operations or meet its estimates; disruptions or limited access to domestic and global transportation or the imposition of tariffs could impact the Company’s ability to sell recyclables into end markets; the Company may be unable to achieve its acquisition or development targets on favorable pricing or at all, including due to the failure to satisfy all closing conditions and to receive required regulatory approvals that may prevent closing of any announced transaction; the Company may not be able to successfully integrate and recognize the expected financial benefits from acquired businesses; and the Company may incur environmental charges or asset impairments in the future.

There are a number of other important risks and uncertainties that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements. These additional risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in other filings that the Company may make with the Securities and Exchange Commission in the future. The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

PROXY STATEMENT

for the

2026 ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, June 4, 2026

TIME, DATE AND LOCATION OF 2026 ANNUAL MEETING

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Casella Waste Systems, Inc. (the “Company,” “Casella”, “we,” “us” or “our”), for use at the 2026 Annual Meeting of Stockholders to be conducted online via live webcast at https://meetnow.global/MY7HWCF on Thursday, June 4, 2026 at 10:00 a.m. Eastern Time, and at any adjournments, postponements, continuations or reschedulings thereof (the “2026 Annual Meeting”).

The 2026 Annual Meeting will be conducted exclusively online via live webcast, with no physical in-person meeting. At our virtual 2026 Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting https://meetnow.global/MY7HWCF. Further information about how to attend the 2026 Annual Meeting online, vote your shares online during the meeting and submit questions online during the meeting is included in this proxy statement.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 20, 2026, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how such stockholders may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis. Stockholders who do not receive a Notice will receive a printed copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

For the 2026 Annual Meeting of Stockholders to be Held on Thursday, June 4, 2026

This proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (“2025 Annual Report”) are available for viewing, printing and downloading at www.casella.com/2026AnnualMeeting.

A copy of our Annual Report on Form 10-K (including financial statements and schedules) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon oral or written request to Casella Waste Systems, Inc., Attn: Investor Relations, 25 Greens Hill Lane, Rutland, Vermont 05701, Telephone: 1-802-775-0325.

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC’s website at www.sec.gov.

PROXY SUMMARY

This summary highlights information that is contained elsewhere in this proxy statement and does not include all of the information that you should consider. You should read the entire proxy statement carefully before voting.

2026 Annual Meeting



Date and Time		Thursday, June 4, 2026 at 10:00 a.m. Eastern Time

Location		Online via live webcast at https://meetnow.global/MY7HWCF

Record Date		April 8, 2026

Voting Matters and Board Recommendations



Item	Proposal	Board Recommendation	Page Number

1	To elect four Class II directors	FOR each nominee	75

2	To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers	FOR	76

3	To ratify the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2026	FOR	77

4	To transact such other business as may properly come before the 2026 Annual Meeting

2026 Nominees for the Board of Directors



Name	Age	Principal Occupation	Committee Memberships

Michael L. Battles	57	Co-Chief Executive Officer and Co-President of Clean Harbors, Inc.	• Audit • Nominating and ESG

Edmond R. Coletta	50	President and Chief Executive Officer of Casella Waste Systems, Inc.	• None

Joseph G. Doody (Lead Director and Nominee for Class A Director)	73	Former Vice Chairman of Staples, Inc.	• None

Emily Nagle Green	68	Former Chairman and Chief Executive Officer of Yankee Group	• Nominating and ESG (Chair) • Compensation and Human Capital

Company Performance Highlights and Execution

Over the last several years, we have performed well against our key strategic initiatives. This solid execution has translated into sustained strong stockholder value creation, which continued throughout the fiscal year ended December 31, 2025 (“fiscal 2025”).

We are focused on further enhancing stockholder returns through execution against our core competencies, disciplined growth strategy and strengthening foundational pillars through the following strategic initiatives:

(1)

Driving additional profitability in our collection operations;

(2)

Optimizing long-term disposal capacity;

(3)

Creating incremental value through Resource Solutions;

(4)

Allocating capital to return driven growth; and

(5)

Strengthening five key foundational pillars:

•

Team: Developing a safe, engaged, ready workforce to support growth.

•

Culture: Fostering an environment rewarding hard work and accountability.

•

Customer Focus: Providing exceptional services via expanded digital experiences and sustainable partnerships.

•

Technology: Driving profitable growth and efficiencies through technology.

•

Assets: Developing necessary long-term infrastructure through facilities and fleet planning.

Through a focused effort and disciplined approach, we are executing well against our key financial and operational goals.

Execution Against Key Strategies

LOGO

(1)	Total landfill capacity includes both permitted and permittable airspace and is reported within our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (the “2025 Form 10-K”).

(2)	See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Our execution against our long-term strategy has resulted in solid financial performance and positive total shareholder returns over the last five years. This execution continued in fiscal 2025 with revenues up $279.6 million or 18.0%, net income down $(5.7) million or (41.9)% due to the impact of several items in the year, including higher depreciation and amortization expense related to recently closed acquisitions, Adjusted EBITDA* up $62.2 million or 17.3%, Adjusted Operating Income* up $4.9 million or 3.0%, net cash provided by operating activities up $48.4 million or 17.2%, and Adjusted Free Cash Flow* up $21.6 million or 13.6%, from the fiscal year ended December 31, 2024 (“fiscal 2024”).

The tables below, in some instances on an adjusted basis to exclude certain items, set forth our financial performance (dollars in millions and margin as a percentage of revenues):

LOGO

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, Adjusted Operating Income Margin and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Our strong execution against our key strategies over the last five fiscal years has driven significant stockholder value creation, with our stock price up 58.1% from December 31, 2020 through December 31, 2025.

LOGO


	December 31, 2020		December 31, 2021		December 31, 2022		December 31, 2023		December 31, 2024		December 31, 2025

Casella Waste Systems, Inc.	$	100.00	$	137.89	$	128.02	$	137.95	$	170.80	$	158.10

Russell 2000	$	100.00	$	114.82	$	91.35	$	106.82	$	119.14	$	134.40

Peer Group (1)	$	100.00	$	141.22	$	133.06	$	158.84	$	187.88	$	199.99

(1)	The Peer Group is comprised of GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc. and Republic Services, Inc.

Information About Director Nominees and Continuing Directors

The following table provides summary information regarding each director nominee and each continuing director. Detailed information about each director’s background can be found in “Board of Directors – Director Biographies and Qualifications”.

Committee Membership

Name

Director
Since

Class

Audit

Compensation
and Human
Capital

Nominating
and ESG

Key Skills and Experience

Michael K. Burke, 68

Former Senior Vice President and Chief Financial Officer

EndoGastric Solutions, Inc.

Independent Director

2008

Financial Expertise

Risk Management

Strategic Planning

Douglas R. Casella, 69

Former Vice President

Casella Construction, Inc.

Vice Chairman

1993

Solid Waste

Operations and Logistics

Engineering

Gary Sova, 72

Former Senior Vice President - Marketing and Sales

Republic Services, Inc.

Independent Director

2021

Solid Waste

Operations

Marketing and Sales

Strategic Planning

Michael L. Battles, 57

Co-Chief Executive Officer and Co-President

Clean Harbors, Inc.

Independent Director

2019

Financial Expertise

Risk Management

Strategic Planning

Edmond R. Coletta, 50

President and Chief Executive Officer

Casella Waste Systems, Inc.

2025

Strategic Planning

Financial Expertise

Solid Waste

Joseph G. Doody, 73

Former Vice Chairman

Staples, Inc.

Lead Director; Class A Director

2004

Strategic Planning

Marketing and Sales

Operations and Logistics

Emily Nagle Green, 68

Former Chairman and Chief Executive Officer

Yankee Group

Independent Director

2012

Technology

Marketing and Sales

Strategic Planning

John W. Casella, 75

Executive Chairman of the Board and Secretary

Casella Waste Systems, Inc.

1993

III

Solid Waste

Strategic Planning

Regulatory/Public Policy

William P. Hulligan, 82

Former President and Chief Operating Officer

Progressive Waste Solutions Ltd.

Independent Director

2015

III

Solid Waste

Operations and Logistics

Regulatory/Public Policy

Rose Stuckey Kirk, 63

Former Chief Corporate Social Responsibility Officer

Verizon Communications Corp.

Independent Director

2020

III

Marketing and Sales

Environmental, Social
and Governance
Technology

C = Chair, M = Member

Executive Compensation Highlights

We maintain an executive compensation program that reflects our corporate strategy and short- and long-term business objectives and that provides performance-based pay that aligns the interests of our executives

with those of our stockholders. Our Compensation and Human Capital Committee annually reviews our executive compensation program to ensure continued alignment with our philosophy, corporate strategy, and business objectives.

Our stockholders have shown their support for our executive compensation program as evidenced by a 96% favorable “say-on-pay” vote at our 2025 Annual Meeting of Stockholders.

The overall mix of total target compensation for our Chief Executive Officer and our other named executive officers for fiscal 2025 is illustrated in the following graphs:

LOGO

We employ a number of “best practices” with respect to executive compensation design:

WHAT WE DO

WHAT WE DON’T DO



		Balance of short- and long-term incentive compensation; favors longer term

		Majority of named executive officer pay is performance-based

		75% of named executive officer annual equity awards are performance-based

		Caps on named executive officer bonus payments

		Limited use of perquisites

		Executive officer and director stock ownership guidelines

		Double-trigger equity vesting at change in control in our Amended and Restated 2016 Incentive Plan

		Clawback policy with respect to cash and equity incentive-based compensation

		Annual “say-on-pay” votes

		Independent Compensation and Human Capital Committee advisor



		Do not guarantee salary increases or non-performance-based bonuses

		Do not permit employees or directors to engage in hedging transactions, short sales of Company securities or the purchase or sale of puts, calls or other derivative securities based on Company securities

		Do not provide excise tax gross-ups in future employment agreements

		Do not provide excessive perquisites

		Do not pay long-term incentive compensation in cash

		Do not include evergreen provisions in stock incentive plan

PURPOSES OF THE 2026 ANNUAL MEETING

At the 2026 Annual Meeting, our stockholders will consider and vote upon the following matters:

To elect four Class II directors, each to serve for a term expiring at the 2029 Annual Meeting of Stockholders;

To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the 2026 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof.

All proxies will be voted in accordance with the instructions contained in those proxies. Unless contrary instructions are indicated on the proxy, all shares of our Class A and Class B common stock represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth herein) will be voted (a) “FOR” the election of all four director nominees nominated by our Board as set forth in this proxy statement, (b) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, (c) “FOR” the ratification of the appointment RSM US LLP as our independent auditors for the fiscal year ending December 31, 2026, and (d) in the discretion of the persons named on the proxy card in connection with any other business that may properly come before the 2026 Annual Meeting and any adjournments, postponements, reschedulings or continuations thereof, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At this time, except as otherwise disclosed in this proxy statement, the Board knows of no other business that may properly come before the 2026 Annual Meeting; however, if other matters properly come before the 2026 Annual Meeting, it is intended that the persons named in the proxy will vote thereon in accordance with their best judgment.

IMPORTANT INFORMATION ABOUT THE 2026 ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the 2026 Annual Meeting, to be conducted online via live webcast at https://meetnow.global/MY7HWCF on Thursday, June 4, 2026 at 10:00 a.m. Eastern Time.

What is included in the proxy materials?

The proxy materials include this proxy statement and our 2025 Annual Report, which includes our 2025 Form 10-K. If you receive a paper copy of the proxy materials, a proxy card or voting instruction form are also included.

Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of a full set of printed proxy materials?

Providing access to proxy materials over the Internet helps us lower the cost of holding our annual meeting and saves natural resources. This approach expedites stockholders’ receipt of proxy materials while conserving natural resources and reducing our distribution costs.

On or about April 20, 2026, we are mailing the Notice to our stockholders (except those stockholders who previously requested electronic or paper delivery of proxy materials), which includes instructions as to how stockholders may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials provided in the Notice.

How do I attend and vote at the virtual 2026 Annual Meeting?

The 2026 Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the meeting online via live webcast. The webcast will start at 10:00 a.m. Eastern Time on June 4, 2026.

You are entitled to participate in the 2026 Annual Meeting only if you were a holder of the Company’s shares as of the close of business on April 8, 2026, the record date for the 2026 Annual Meeting. Stockholders will be able to attend the meeting online, vote online during the meeting and submit questions online during the meeting by visiting https://meetnow.global/MY7HWCF. We encourage you to access the 2026 Annual Meeting prior to the start time. Online access will begin at 9:45 a.m. Eastern Time.

If your shares are registered directly in your name (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you must have your control number, which is located on your proxy card or the Notice, to attend the 2026 Annual Meeting online, vote online during the meeting and submit questions online during the meeting. If you are a registered holder, you are already registered for the meeting.

If you hold your shares in “street name,” meaning they are held for your account by a bank, broker or other nominee, you must register in advance to attend the 2026 Annual Meeting online, vote online during the meeting and submit questions online during the meeting. To register to attend the 2026 Annual Meeting online, you must submit proof of your proxy power (legal proxy) from your bank or broker reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than

5:00 p.m., Eastern Time, on June 1, 2026. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare at the following:

By email: Forward the email from your broker granting you a legal proxy, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail: Computershare

Casella Waste Systems, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Do I need to register to attend the 2026 Annual Meeting virtually?

Registration is only required if you hold your shares in “street name”, as set forth above.

What if I encounter technical difficulties or have trouble accessing the 2026 Annual Meeting?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the 2026 Annual Meeting. If you have technical difficulties or trouble accessing the virtual 2026 Annual Meeting at any time after online access commences at 9:45 a.m. Eastern Time, on the date of the 2026 Annual Meeting, please access the support link provided on the meeting website or call 1-888-724-2416 or 1-781-575-2748 for technical assistance.

Why is the 2026 Annual Meeting a virtual, online meeting?

The 2026 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. Our virtual meeting will be governed by our Rules of Conduct, which will be posted at https://meetnow.global/MY7HWCF on the date of the 2026 Annual Meeting. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the 2026 Annual Meeting by enabling stockholders to participate remotely from any location. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

What are the recommendations of the Board?

Our Board unanimously recommends that you vote your shares as follows:

•

“FOR” the election of the four Class II directors nominated by our Board as set forth in this proxy statement;

•

“FOR” the approval, in an advisory “say-on-pay” vote, of the compensation of our named executive officers; and

•

“FOR” the ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2026.

Who can vote at the 2026 Annual Meeting and what are the voting rights of such stockholders?

Our Board fixed April 8, 2026 as the record date for the 2026 Annual Meeting. If you were a stockholder of record on the record date, you are entitled to vote (in person or by proxy) all of the shares that you held on that date at the 2026 Annual Meeting and at any postponement, adjournment, rescheduling or continuation thereof.

On the record date, we had 62,621,637 shares of Class A common stock outstanding (each of which entitles its holder to one vote per share) and 988,200 shares of Class B common stock outstanding (each of which entitles its holder to 10 votes per share). Unless indicated otherwise in this proxy statement, we refer to our Class A common stock and our Class B common stock together as our common stock. Holders of our common stock do not have cumulative voting rights.

No securities other than our Class A common stock and Class B common stock are entitled to vote at the 2026 Annual Meeting. Only stockholders of record on April 8, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting.

How do I vote?

If your shares are registered directly in your name, you may submit a proxy or vote your shares in any one of the following ways:

(1)

Over the Internet: You may submit a proxy to vote your shares via the website of our tabulator, Computershare, at www.investorvote.com/CWST. Use the vote control number printed on the Notice (or your proxy card) to access your account and submit a proxy to vote your shares. You must specify how you want your shares voted or your internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. You must submit your internet proxy before 11:59 p.m., Eastern Time, on Wednesday, June 3, 2026, the day before the 2026 Annual Meeting, for your proxy to be valid and your vote to count.

(2)

By Telephone: You may submit a proxy to vote your shares by calling 1-800-652-VOTE (8683), toll free from the United States, Canada and Puerto Rico and by following the recorded instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephonic proxy cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on Wednesday, June 3, 2026, the day before the 2026 Annual Meeting, for your proxy to be valid and your vote to count.

(3)

By Mail: If you received a printed copy of the proxy materials, complete and sign your proxy card and mail it to Computershare in the postage prepaid envelope we provided. Computershare must receive the proxy card by Wednesday, June 3, 2026, the day before the 2026 Annual Meeting, for your proxy to be valid and your vote to count. Your shares will be voted according to your instructions.

(4)

Online while virtually attending the Meeting: If you attend the 2026 Annual Meeting online, you may vote your shares online while virtually attending the 2026 Annual Meeting by visiting https://meetnow.global/MY7HWCF.

If your shares are held in “street name,” meaning they are held for your account by a bank, broker or other nominee, you may submit voting instructions or vote your shares in any one of the following ways:

(1)

Over the Internet or by Telephone: You will receive instructions from your bank, broker or other nominee if they permit you to submit voting instructions over the internet or by telephone. You should follow those instructions.

(2)

By Mail: You will receive instructions from your bank, broker or other nominee explaining how you can submit your voting instructions by mail. You should follow those instructions.

(3)

Online while virtually attending the Meeting: You may vote your shares online while virtually attending the 2026 Annual Meeting by following the instructions as described in the answer to the question above entitled “How do I attend and vote at the virtual 2026 Annual Meeting?”

How will my shares be voted if I do not return my proxy or do not provide specific voting instructions in the proxy card or voting instruction form that I submit?

If your shares are registered directly in your name, your shares will not be voted if you do not submit a proxy over the internet, by telephone or by returning your proxy prior to the 2026 Annual Meeting, or do not vote online while virtually attending the 2026 Annual Meeting. If you submit a proxy card without giving specific voting instructions on one or more matters listed in the Notice, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the 2026 Annual Meeting, subject to compliance with Rule 14a-4(c) of the Exchange Act.

If your shares are held in street name at a broker, your broker may, under certain circumstances, vote your shares if you do not timely provide your voting instructions. Stock exchange rules permit a broker to vote shares held in a brokerage account on certain proposals if the broker does not receive voting instructions from you. Stock exchange rules, however, prohibit brokers from voting uninstructed shares in the case of election of directors, executive compensation matters and certain other matters. Of the matters to be voted on at the 2026 Annual Meeting, we expect the only proposal on which brokers will have discretionary voting authority is the ratification of the appointment of our independent auditors (Proposal 3).

A “broker non-vote” results on a matter when your broker returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you.

We encourage you to provide voting instructions to your bank, broker or other nominee. This ensures that your shares will be voted at the 2026 Annual Meeting according to your instructions.

Can I change my vote or revoke my proxy?

If your shares are registered directly in your name, you may revoke your proxy or change your vote at any time before the 2026 Annual Meeting. To do so, you must do one of the following:

(1)

Submit a proxy over the internet or by telephone prior to the 2026 Annual Meeting as instructed above. Only your latest internet or telephone vote submitted prior to the 2026 Annual Meeting is counted. You may not change your vote over the internet or by telephone after 11:59 p.m., Eastern Time, on Wednesday, June 3, 2026.

(2)

Sign a new proxy and mail it as instructed above. Only your latest dated, valid proxy received by Computershare by Wednesday, June 3, 2026 will be counted.

(3)

Attend the virtual 2026 Annual Meeting and vote online as instructed above. Attending the virtual 2026 Annual Meeting alone will not revoke your internet vote, telephone vote or proxy, as the case may be.

If your shares are held in street name, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote online while virtually attending the 2026 Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you follow the instructions as described in the answer to the question above entitled “How do I attend and vote at the virtual 2026 Annual Meeting?”.

How many shares must be present to hold the 2026 Annual Meeting?

The presence, in person or by proxy, of shares representing a majority of the votes entitled to be cast at the 2026 Annual Meeting by the holders of our Class A common stock and our Class B common stock, voting together as a class, is necessary to constitute a quorum for the transaction of business at the 2026 Annual Meeting, other than the election of the director from whom holders of Class A common stock, voting separately as a class, are entitled to elect, whom we refer to as the Class A Director. The presence, in person or by proxy, of shares representing a majority of the votes entitled to be cast at the 2026 Annual Meeting by holders of our Class A common stock is necessary to constitute a quorum for purposes of the election of the Class A Director. Shares present virtually during the 2026 Annual Meeting will be considered shares of common stock represented in person at the meeting. Abstentions are counted for the purpose of determining the presence of a quorum. Broker non-votes, if any, are counted for the purpose of determining the presence of a quorum. If a quorum is not present, we expect to adjourn the 2026 Annual Meeting until we obtain a quorum.

What vote is required to approve each matter and how are votes counted?

Proposal 1 — Election of Four Class II Directors

Under our Fourth Amended and Restated By-Laws (our “By-Laws”), the holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Joseph G. Doody has been nominated as the Class A Director. The nominee for Class A Director receiving the highest number of votes FOR election as Class A Director cast by holders of Class A common stock will be elected as Class A Director and Class II director. The nominees for director other than Mr. Doody receiving the highest number of votes FOR election cast by holders of Class A common stock and Class B common stock, voting together as a class, will be elected as the other Class II

directors. Pursuant to our majority vote resignation policy included in the Company’s Corporate Governance Guidelines, any nominee who is an incumbent director and who does not receive more votes “for” his or her election than votes “withheld” from his or her election in an uncontested election of directors would be required to offer his or her resignation to the Board. In such an event, our Board, acting upon the recommendation of the Nominating and ESG Committee or other committee of independent directors, will take action with respect to the offered recommendation, as further described under the heading “Proposal 1 – Election of Directors,” below.

If a stockholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote or because of some other reason, the shares will not count in determining the total number of votes for each nominee. Proxies signed and returned to the Company unmarked will be voted FOR the four (4) nominees (Michael L. Battles, Edmond R. Coletta, Joseph G. Doody and Emily Nagle Green).

Votes that are not returned, votes that are withheld and broker non-votes will have no effect on the outcome of the election. In this regard, shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any director nominee and will be treated as broker non-votes.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

With respect to Proposal 1, you may:

•

vote FOR all nominees;

•

vote FOR one or more nominees and WITHHOLD your vote from the other nominees; or

•

WITHHOLD your vote from all nominees.

Proposal 2 — Advisory “Say-on-Pay” Vote on the Compensation of Our Named Executive Officers

To approve Proposal 2, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal. Shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST Proposal 2 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 2. If you vote to ABSTAIN on Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast on Proposal 2. Voting to ABSTAIN will have no effect on the voting on Proposal 2.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our Board (or any committee thereof). However, the Compensation and Human Capital Committee of our Board and our Board value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal 3 — Ratification of the Appointment of Independent Auditors

To approve Proposal 3, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal. If your shares are held by a bank, broker or other nominee in street name and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will have the authority to vote your shares on Proposal 3. If you vote to ABSTAIN on Proposal 3, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast on Proposal 3. Voting to ABSTAIN will have no effect on the voting on Proposal 3.

Although stockholder ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2026 by the Audit Committee of our Board is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If such ratification is not approved at the 2026 Annual Meeting, our Audit Committee may reconsider its appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2026.

Are there other matters to be voted on at the 2026 Annual Meeting?

We do not know of any matters that may come before the 2026 Annual Meeting other than as discussed in this proxy statement. If any other matters are properly presented at the 2026 Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter subject to compliance with Rule 14a-4(c) of the Exchange Act.

How do I submit a question at the virtual 2026 Annual Meeting?

If you wish to submit a question on the day of the 2026 Annual Meeting, beginning at 9:45 a.m. Eastern Time, you may log into, and ask a question on, the virtual meeting platform at https://meetnow.global/MY7HWCF. Our virtual meeting will be governed by our Rules of Conduct, which will be posted at https://meetnow.global/MY7HWCF on the date of the 2026 Annual Meeting. We intend to answer during the 2026 Annual Meeting all questions submitted that are pertinent to the Company and the items being voted on by stockholders, as time permits and in accordance with our Rules of Conduct. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will either post the response on the investor relations section of our website following the 2026 Annual Meeting, or respond directly to that stockholder using the contact information provided. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources and address all stockholder questions, we will respond to no more than two questions from any single stockholder.

Where can I find the voting results?

We will report the voting results in a Current Report on Form 8-K within four business days following the conclusion of the 2026 Annual Meeting.

What is the Company’s Internet address?

The Company’s internet address is www.casella.com. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

What are the costs of soliciting these proxies?

We will bear the entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company. In addition to such solicitation materials, our directors, officers and employees may solicit proxies by telephone, facsimile, electronic mail, internet and text messaging as well as personal solicitation without additional compensation. We have retained Georgeson LLC to aid in the solicitation of proxies for a fee of $25,000, plus expenses. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.

Copies of solicitation material will be furnished to banks, brokerage houses, dealers, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2025 Annual Report, which includes the 2025 Form 10-K, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

BOARD OF DIRECTORS

Information Regarding Directors and Director Nominees

Our Second Amended and Restated Certificate of Incorporation, as amended (our “Second Amended and Restated Certificate of Incorporation”) and our By-Laws provide for the classification of our Board into three classes, each having as nearly an equal number of directors as possible. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring.

Our Board currently consists of ten directors. Class I consists of Michael K. Burke, Douglas R. Casella and Gary Sova, each with a term ending at the 2028 Annual Meeting of Stockholders. Class II consists of Michael L. Battles, Edmond R. Coletta, Joseph G. Doody and Emily Nagle Green, each with a term ending at the 2026 Annual Meeting. Class III consists of John W. Casella, William P. Hulligan and Rose Stuckey Kirk, each with a term ending at the 2027 Annual Meeting of Stockholders. The holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Mr. Doody, a Class II director and the Lead Director, serves as the Class A Director. Mr. Doody has been nominated to continue to serve as the Class A Director, if elected. The employment agreement by and between us and Mr. John Casella requires that we use our best efforts to cause Mr. John Casella to be nominated and elected as a director. Messrs. John Casella and Doug Casella are brothers.

Upon the recommendation of the Nominating and ESG Committee of our Board, our Board nominated Messrs. Michael L. Battles, Edmond R. Coletta and Joseph G. Doody and Ms. Emily Nagle Green for re-election at the 2026 Annual Meeting as Class II directors, each to serve until the 2029 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified. Messrs. Battles and Doody and Ms. Nagle Green were elected as directors by our stockholders at the 2023 Annual Meeting of Stockholders. On August 6, 2025, the Board approved the increase in the size of the Board to 10 members and, upon the recommendation of the Nominating and ESG Committee, elected Mr. Coletta as a Class II director, effective as of January 1, 2026.

Our Board believes that a classified board structure serves the best interest of stockholders and ensures that a significant portion of the Board will maintain experience and understanding of the Company’s operations, history and strategic vision. This is especially beneficial given the rapid growth of the Company and the increasing complexity of the Company’s business and the regulatory environment in which it operates. Additionally, our Board also believes that a classified board promotes decision making in the best interest of stockholders because it provides the Board with time to make considered decisions in evaluating potential offers and alternatives, ensuring that decisions are made with the best interest of stockholders in mind.

Director Biographies and Qualifications

Background information about each director nominee and each continuing director, including his or her age and period of service as a director of the Company; his or her committee memberships; his or her business experience, including principal occupation and employment and directorships at other public companies during the past five years; his or her community activities; and his or her other experience, qualifications, attributes or skills that led our Board to conclude he or she should serve as a director of the Company, is provided below.

Class II Director Nominees to be elected at the 2026 Annual Meeting (terms expiring at the 2029 Annual Meeting, if elected)

LOGO

Class III Directors (terms expiring at the 2027 Annual Meeting of Stockholders)

LOGO

Class I Directors (terms expiring at the 2028 Annual Meeting of Stockholders)

LOGO

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance policies and practices that we have adopted. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees, Corporate Governance Guidelines and charters for the Audit Committee, Compensation and Human Capital Committee and Nominating and ESG Committee of our Board. Complete copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and committee charters, which are described below, are available on the Investor Relations section of our website, www.casella.com. Alternatively, you can request a copy of any of these documents by writing to Casella Waste Systems, Inc., Attn: Corporate Secretary, 25 Greens Hill Lane, Rutland, Vermont 05701.

Board Responsibilities

The Board oversees, counsels and directs management in our long-term interests and those of our stockholders. The Board’s responsibilities include:

•

Selecting and regularly evaluating the performance of the Executive Chairman of the Board, the Chief Executive Officer and other executive officers;

•

Reviewing and approving our major financial objectives and strategic and operating plans, business risks and actions;

•

Overseeing the conduct of our business to evaluate whether the business is being properly managed; and

•

Overseeing the processes for maintaining the integrity of our financial statements and other publicly disclosed information in compliance with law.

All of our directors are expected to comply with our Code of Business Conduct and Ethics and our Insider Trading Policy. The Board conducts periodic self-evaluations. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. These guidelines, which provide a framework for the conduct of our Board’s business, provide, among other matters, that:

•

our Board’s principal responsibility is to oversee the management of the Company;

•

a majority of the members of our Board shall be independent directors;

•

the independent directors shall meet regularly in executive session;

•

directors shall have full and free access to management and, as necessary and appropriate, independent advisors;

•

newly elected directors are expected to participate in a briefing program, which is designed to provide new directors with the non-public information regarding the strategic direction of the Company as well as a background of the Company’s financial information;

•

all directors are expected to participate in continuing director education on an ongoing basis; and

•

our Board and its committees will conduct periodic self-evaluations to determine whether they are functioning effectively.

Board Determination of Independence

Under the applicable Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board determined that none of Mses. Kirk and Nagle Green or Messrs. Battles, Burke, Doody, Hulligan and Sova has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Director Nomination Process

The Nominating and ESG Committee acts under a written charter that we have posted on the Corporate Governance page of the Investor Relations section of our website, www.casella.com. The process followed by the Nominating and ESG Committee to identify, evaluate and nominate new directors to the Board is to identify needed skills and domains, invite recommendations from Board members, investors, and others, and develop a candidate slate from those sources as well as from any third-party recruitment firm or service that is engaged by the Nominating and ESG Committee. The Nominating and ESG Committee’s candidate evaluation process includes multiple phone and in-person interviews conducted by the third-party recruitment firm or service engaged by the Nominating and ESG Committee, members of the Nominating and ESG Committee, and Company executives, and also external references and background checks.

Criteria

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominating and ESG Committee applies the criteria set forth in our Corporate Governance Guidelines and other publicly available corporate governance documents as well as considers current and potential future needs the Board may have in particular domains. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, absence of conflicts of interest and the ability to act in the interests of all stockholders. We strive to have a Board that provides a broad range of viewpoints and perspectives. In an effort to achieve these objectives, the Nominating and ESG Committee and the Board as a whole consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds and tenure of Board service, and consider candidates from a broad range of sources. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The Nominating and ESG Committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities to our stockholders.

The director biographies appearing above indicate each nominee’s experience, qualifications and skills that led our Board to conclude that he or she should continue to serve as a member of our Board. Our Board believes that each of the nominees has substantial achievement in his or her professional pursuits, and possesses the background, talents and experience that our Board desires and that will contribute to the best interests of the Company and to long-term stockholder value.

Stockholder Nominations

Stockholders may recommend individuals to the Nominating and ESG Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and

background materials to: Nominating and ESG Committee, c/o Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701. The Nominating and ESG Committee has no obligation to consider individuals recommended by stockholders for nomination by the committee as potential director candidates. However, assuming that appropriate biographical and background material has been provided on a timely basis, we expect that individuals recommended by stockholders would be so considered and evaluated by the Nominating and ESG Committee by following substantially the same process, and applying substantially the same criteria, as it follows for candidates identified by the committee and others.

Stockholders also have the right under our By-Laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and ESG Committee or our Board, by following the procedures set forth under “Stockholder Proposals and Nominations for the 2027 Annual Meeting of Stockholders” below. If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy statement and proxy card for the next annual meeting of stockholders. Otherwise, candidates nominated by stockholders in accordance with the procedures set forth in the By-Laws will not be included in our proxy statement for the next annual meeting.

Board Meetings and Attendance

Our Board met six times during fiscal 2025, either in person or by teleconference. During fiscal 2025, each incumbent director attended at least 75% of the aggregate of the number of Board meetings and the number of meetings held by all committees on which he or she then served.

Director Attendance at Annual Meeting of Stockholders

We encourage, but have no policy with respect to, attendance of directors at the annual meeting of stockholders. Five of our then-serving directors attended the 2025 Annual Meeting of Stockholders.

Board Leadership Structure

Effective January 1, 2026, our Board separated the positions of Chairman of the Board and Chief Executive Officer, when Mr. John Casella transitioned from Chief Executive Officer and Chairman of the Board to the position of Executive Chairman of the Board and Mr. Coletta was appointed as Chief Executive Officer and a director. Our Corporate Governance Guidelines requires that in the event that the Chairman of the Board is not an independent director, the Nominating and ESG Committee will nominate an independent director to serve as a Lead Director, who will be elected annually by a majority of the independent directors. Mr. Doody serves as our Lead Director.

Our Board believes that separating the positions of Chairman of the Board and Chief Executive Officer, together with the Lead Director role, is the appropriate Board leadership at this time because it allows our Chief Executive Officer to focus on our day-to-day business and setting the strategic direction for the Company; our Executive Chairman of the Board, with his more than 30 years of experience as our Chief Executive Officer and more than 20 years as our Chairman of the Board, to lead our Board in its fundamental role of providing advice to, and independent oversight of, management, and to provide overall guidance to our Chief Executive Officer as to the Board’s views and perspectives, particularly on the strategic direction of the Company; and an independent Lead Director to provide an additional measure of balance and enhance the Board’s ability to fulfill its management oversight responsibilities. The responsibilities of the Lead Director are as follows:

•

preside at all meetings of the Board at which the Chairman of the Board is not present, including any meeting of the independent directors in executive session;

•

have the authority to call meetings of independent directors;

•

be available for consultation and direct communication, if requested by major stockholders;

•

meet with any director who is not adequately performing such director’s duties as a member of the Board or any committee;

•

facilitate communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer;

•

work with the Chairman of the Board in the preparation and approval of the agenda for each Board meeting and in determining the need for special meetings of the Board;

•

work with the Chairman of the Board in approving meeting schedules to assure there is sufficient time for discussion of all agenda items;

•

work with the Chairman of the Board in approving all information sent to the Board; and

•

otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.

Board Committees

Our Board has established three standing committees — Audit, Compensation and Human Capital, and Nominating and ESG — each of which operates under a charter that was approved by our Board.

Our Board determined that all of the members of each of its three committees are independent under the Nasdaq Listing Rules, including, in the case of all members of the Audit Committee, the independence requirements under Rule 10A-3 under the Exchange Act, and, in the case of all members of the Compensation and Human Capital Committee, the independence requirements under Rule 10C-1 under the Exchange Act. Our current non-employee directors serve on the committees of our Board as follows:


	Audit Committee	Compensation and Human Capital Committee	Nominating and ESG Committee

Michael L. Battles

Michael K. Burke

Joseph G. Doody**

William P. Hulligan

Rose Stuckey Kirk

Emily Nagle Green

Gary Sova

**	Lead Director

LOGO Chairperson

LOGO Member

Audit Committee

The Audit Committee’s responsibilities include:

•

appointing, evaluating, retaining and, if necessary, terminating an independent registered public accounting firm to serve as our independent auditors;

•

reviewing and discussing with management and our independent auditors our annual and quarterly financial statements and related disclosures and the internal controls over our financial reporting;

•

overseeing our compliance with legal and regulatory requirements;

•

taking appropriate actions, or recommending that our Board take appropriate action, to oversee the qualifications and independence of our independent auditors, including the consideration of independence when preapproving audit and non-audit services;

•

overseeing our internal audit function;

•

monitoring the performance of our internal audit function and our independent auditors, including conducting an annual evaluation of the performance of our auditors;

•

overseeing our risk management policies;

•

overseeing cybersecurity risk and acting in an advisory capacity to our management team with respect to cybersecurity risks;

•

reviewing and approving or ratifying any related person transactions; and

•

preparing the Audit Committee report required by SEC rules, which is included on page 32 of this proxy statement.

The current members of the Audit Committee are Messrs. Burke (Chair), Battles, Hulligan and Sova. Our Board determined that Mr. Burke is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met four times during fiscal 2025, either in person or by teleconference. See “Report of the Audit Committee of the Board of Directors.”

Compensation and Human Capital Committee

The Compensation and Human Capital Committee’s responsibilities include:

•

administering any bonus, incentive compensation and stock incentive plans;

•

reviewing and approving the salaries and certain other compensation and benefits of our executive officers and our Executive Chairman of the Board;

•

reviewing and making recommendations to our Board with respect to director compensation;

•

reviewing and making recommendations to our Board with respect to succession planning for the Chief Executive Officer and other senior executives;

•

reviewing and discussing with management our “Compensation Discussion and Analysis,” which is included beginning on page 36 of this proxy statement;

•

preparing the Compensation and Human Capital Committee report required by SEC rules, which is included on page 51 of this proxy statement;

•

administering any compensation recovery or “clawback” policies; and

•

overseeing the development, implementation and effectiveness of our policies and strategies to our human capital management function, including but not limited to those policies and strategies regarding inclusion and talent management.

Under its charter, the Compensation and Human Capital Committee may form and delegate authority to subcommittees as it deems appropriate from time to time under the circumstances. The Compensation and Human Capital Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer and director compensation. During fiscal 2025, the Compensation and Human Capital Committee retained Pay Governance LLC, an independent compensation consultant (“Pay Governance”). Pay Governance reports directly to the Compensation and Human Capital Committee and assists the Compensation and Human Capital Committee in evaluating and designing executive and director compensation. In fiscal 2025, Pay Governance assisted the Compensation and Human Capital Committee in reviewing select benchmark information related to our executive and director compensation programs, reviewing our Compensation Discussion and Analysis disclosure, and administering the relative total shareholder return (“Relative TSR”) multiplier for performance-based stock units.

The current members of the Compensation and Human Capital Committee are Messrs. Hulligan (Chair) and Sova and Mses. Kirk and Nagle Green. The Compensation and Human Capital Committee met six times during fiscal 2025, either in person or by teleconference.

Nominating and ESG Committee

The Nominating and ESG Committee’s responsibilities include:

•

identifying individuals qualified to become members of our Board;

•

recommending to our Board persons to be nominated for election as directors;

•

recommending to our Board the directors to be appointed to each committee of the Board;

•

developing, reviewing and recommending to our Board applicable corporate governance guidelines;

•

overseeing periodic evaluations of our Board; and

•

assisting our Board in fulfilling its oversight responsibility and acting in an advisory capacity to management with respect to significant issues, strategies, goals, objectives, policies and practices that pertain to (1) our sustainability performance including sustainability innovation; and (2) our corporate responsibilities that are of significance to us and our role as a socially responsible organization.

The current members of the Nominating and ESG Committee are Mses. Nagle Green (Chair) and Kirk and Messrs. Battles and Burke. The Nominating and ESG Committee met five times during fiscal 2025, either in person or by teleconference.

Risk Oversight

Role of Our Board in Management of Risk

Our Board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of senior management on areas of material risk to us, including operational, financial, legal and regulatory, cybersecurity, strategic and reputational risks. As part of its charter, the Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on us and the steps we take to manage them through the Company’s policies and its Enterprise Risk Management

(“ERM”) program. Both the Audit Committee and the Board receive regular updates from senior management and key department heads on the impact, likelihood, and control effectiveness for top ERM risk areas and the Company’s action plans to manage such risks.

In addition, the Compensation and Human Capital Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning. The Nominating and ESG Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure and corporate governance.

Risk Considerations in Executive Compensation

Our Compensation and Human Capital Committee regularly considers risk as it relates to our executive compensation program, and our Compensation and Human Capital Committee does not believe our executive compensation program encourages excessive or inappropriate risk taking. As described more fully below in “Compensation Discussion and Analysis,” we structure our compensation program to consist of both fixed and variable components to motivate our executives to produce superior short- and long-term results that are in the best interests of us and our stockholders in order to attain our ultimate objective of increasing stockholder value. We believe that any risks that may arise from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

Compensation and Human Capital Committee Interlocks and Insider Participation

The members of the Compensation and Human Capital Committee in fiscal 2025 were Messrs. Hulligan and Sova and Mses. Kirk and Nagle Green. None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or Compensation and Human Capital Committee.

Certain Relationships and Related Person Transactions

We have adopted a written policy and have established procedures (the “Policy”) regarding approval of any transaction, arrangement or relationship in which the Company is a participant, and one of our executive officers, directors, certain employees or 5% stockholders (or their immediate family members) or other related persons (as defined in the Policy), has a direct or indirect material interest. We refer to any such transaction, arrangement or relationship as a “related person transaction.” The Policy requires that, subject to specific procedures for certain types of related person transactions set forth in the Policy, all related person transactions involving an aggregate amount of up to $120,000 be pre-approved by the Company’s President, Chief Financial Officer or Chief Accounting Officer and all related person transactions involving an aggregate amount exceeding $120,000 be pre-approved by the Company’s President, Chief Financial Officer or Chief Accounting Officer and the Audit Committee.

With respect to bidding projects in excess of $500,000 in which a related person, including Casella Construction, Inc., is a bidder, the Audit Committee has established a specific procedure. This procedure requires us to solicit a minimum of three qualified bids. The bid package is required to be sufficiently detailed to allow for direct comparisons of costs between responsive bidders. Bids for work on which Casella Construction, Inc. or any other related person is bidding are required to be directed to a third-party engineer for opening, compilation and tabulation. The bids are then evaluated by the project team based on price, performance references, qualifications, experience, alternate bid items, proposed schedule, subcontractors’ qualifications/references, technical compliance and other bid information that is in the best interest of the project. In the event that a construction contract is successfully bid by a related person, bids and recommendations are required to be submitted to our President, Chief Financial Officer or Chief Accounting Officer for submission to the Audit

Committee for its approval. Change orders relating to contracts with related parties are required to be approved by the same officers (President, Chief Financial Officer or Chief Accounting Officer) and/or the Audit Committee, as applicable, that pre-approved the original related person transaction; provided that the original pre-approval of a contract constituting a related person transaction may include pre-approved allowances for change orders not exceeding 10% of the value of the contract.

The credit agreement for our term loan facility and revolving credit facility provides that, subject to certain exceptions, we may not enter into any transaction with any affiliate of ours, whether or not in the ordinary course of business, unless our Board determines in good faith that such transaction is on fair and reasonable terms substantially as favorable as would be obtainable by us at the time in a comparable arm’s length transaction.

We engage Casella Construction, Inc., a company owned John Casella II, the son of John W. Casella, our Executive Chairman of the Board, and Joseph Casella, the son of Douglas R. Casella, the Vice Chairman of our Board, as a contractor in developing or closing certain landfills owned by us as well as providing transportation and construction services. Total purchased services from Casella Construction, Inc. charged to operations or capitalized to landfills from January 1, 2025 to December 31, 2025 was $8,558,939, of which $613,075 was outstanding and included in either accounts payable or other current liabilities at December 31, 2025. All contracts awarded to Casella Construction, Inc. in excess of $500,000 were approved in accordance with the procedures described above for bidding projects in which a related person is a bidder. In addition, we have approved ongoing contracts with Casella Construction, Inc., pursuant to which we have provided various waste collection and disposal services to Casella Construction, Inc. Total revenues recorded pursuant to these contracts from January 1, 2025 to December 31, 2025 was $320,154.

We are also party to two real estate leases with Casella Associates, LLP, a Vermont limited liability company owned by Messrs. John Casella and Douglas Casella. These leases relate to our corporate headquarters in Rutland, Vermont, and our Montpelier, Vermont facility, and provide for aggregate monthly payments by us of $35,151, subject to an annual escalation provision based on increases in the consumer price index. The lease for our corporate headquarters expires on February 28, 2039, and the lease for our Montpelier, Vermont facility has been extended through May 2039.

From 1977 to 1992, we operated an unlined landfill located in Whitehall, New York, owned by Bola, Inc., a corporation owned by Messrs. John Casella and Douglas Casella, which operated as a single-purpose real estate holding company. We paid the cost of closing this landfill in 1992 and have agreed to pay all post-closure obligations. From January 1, 2025 to December 31, 2025, we paid an aggregate of $3,750 pursuant to this arrangement. As of December 31, 2025, we had accrued $14,283 for costs related to these post-closure obligations.

In connection with Mr. Douglas Casella’s service as President of Casella Waste Management, Inc., our wholly owned subsidiary, in fiscal 2025 we granted Mr. Douglas Casella a restricted stock unit award with a grant date fair value of $164,965. Mr. Douglas Casella resigned as President of Casella Waste Management, Inc., effective January 2, 2026.

Michael Casella, the son of Mr. John Casella, is employed by the Company as Area Vice President. From January 1, 2025 through December 31, 2025, Michael Casella earned $328,735 salary, bonus, and other benefits related to his employment and received a restricted stock unit award and a performance stock unit award with an aggregate grant date fair value of $58,407.

Elizabeth Casella, the daughter of Mr. John Casella, is employed by the Company as Vice President of Sales. From January 1, 2025 through December 31, 2025, Ms. Casella earned $352,471 as salary, bonus, and other benefits related to her employment and received a restricted stock unit award and a performance stock unit award with an aggregate grant date fair value of $53,036.

We have entered into employment agreements with certain of our officers. See “Executive and Director Compensation and Related Matters — Potential Payments Upon Termination or Change of Control — Employment Agreements.”

Communicating with the Independent Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Lead Director, with the assistance of our Chief Financial Officer and General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Lead Director considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board should address such communications to: Board of Directors, Attn: Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701.

Insider Trading Policy and Restrictions on Hedging Transactions and Pledging Transactions

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our employees, directors and other covered persons. While the Insider Trading Policy is not applicable to transactions by the Company itself, transactions by the Company will only be made in accordance with applicable U.S. federal securities laws, including those relating to insider trading. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form

10-K

for the fiscal year ended December 31, 2025.

The Insider Trading Policy, among other things, prohibits our employees and directors, and their family members and certain other persons and entities with whom they have relationships, from engaging in the following activities with respect to our securities: short sales, including short sales “against the box”; purchases or sales of puts, calls or other derivative securities; and purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or other transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities. The policy also prohibits our executive officers, directors and certain employees designated by the Board, our Chief Executive Officer, our Chief Financial Officer or our General Counsel, and their family members and certain other persons and entities with whom they have relationships, from purchasing our securities on margin; borrowing against our securities held in a margin account; or pledging our securities as collateral for a loan. However, an exception may be granted where a person wishes to pledge our securities as collateral for a loan (other than a margin loan) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge our securities as collateral for a loan must submit a request for approval to our Chief Financial Officer or our General Counsel. In addition, any such request by a director or executive officer must also be reviewed and approved by the Audit Committee.

Table of Contents

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on the Corporate Governance page of the Investor Relations section of our website,

www.casella.com.

In addition, we intend to post on our website all disclosures that are required by law or Nasdaq’s listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Report of the Audit Committee of the Board of Directors

The Audit Committee assists the Board with its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements; the integrity of the Company’s financial statements; compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; the performance of the Company’s internal audit function and independent auditor; and the Company’s risk management policies.

The Audit Committee has also established procedures for the receipt, retention, and treatment of complaints or concerns regarding accounting, internal accounting controls and auditing matters; reviews and approves related party transactions, including the reporting or referral of such transactions to the Board; and reviews and approves the Company’s entry into swap transactions and policies related thereto. The Audit Committee’s function is more fully described in the Audit Committee Charter.

The Audit Committee reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2025 and discussed these financial statements with the Company’s management and RSM US LLP (“RSM”), the Company’s independent auditors. The Audit Committee also discussed with RSM the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has also received the written disclosures and the letter from RSM required by applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence, and has discussed with RSM its independence from the Company.

In fulfilling its responsibilities, the Audit Committee held meetings with management, the Company’s internal auditor and RSM to discuss the Company’s internal control over financial reporting and the Company’s quarterly and annual reports. In addition, the Audit Committee chair held discussions relating to various matters of importance to the Audit Committee with management, the Company’s internal auditor, and RSM, including the Company’s risk management processes and the Audit Committee’s evaluations of the Company’s internal audit function and RSM.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2025.

Following the completion of the Audit Committee’s review of the Company’s financial statements for the fiscal year ended December 31, 2025 and the Company’s internal control over financial reporting, and after considering the independence and qualifications of RSM, including RSM’s familiarity with the Company’s risks, systems, processes, controls, and accounting, and having received input from management and the Company’s internal auditor, the Audit Committee completed its evaluation of RSM and concluded that it was in the best interest of the Company and its stockholders to appoint RSM as the Company’s independent auditors for the fiscal year ending December 31, 2026.

While the Audit Committee has the authority to select and appoint the Company’s independent auditors, it believes that the Company’s stockholders should have the opportunity to ratify the Audit Committee’s appointment of RSM as the Company’s independent auditors.

By the Audit Committee of the Board of Directors of Casella Waste Systems, Inc.

Michael K. Burke, Chair

Michael L. Battles

William P. Hulligan

Gary Sova

Corporate Responsibility Highlights

Sustainability and Social Responsibility at Casella

Sustainability and social responsibility are at the core of what we do at Casella. From our early roots in Vermont in 1975, we have built a business that focuses on driving stakeholder value while improving the environment, enhancing the communities where we operate, and bettering the lives of our employees. We have been a leader in developing the necessary infrastructure, leading resource management services, and a world class team that helps our customers and communities meet their sustainability and environmental goals.

In February 2023, we amended our credit agreement to link borrowing costs to progress in achieving certain annual sustainability goals. These goals include improving safety performance and growing our Resource Solutions business, which are among the key components of our 2030 goals as detailed in our 2024 Sustainability Report. Having this alignment underscores our dedication to advancing sustainability across our business and customer base while helping to enable future investments to support achieving our 2030 goals.

In conjunction with our focus on our workforce and commitment on implementing best practices around the organization, our annual compensation performance goals in fiscal 2025 included metrics related to the Improvement in Total Recordable Incident Rate and the Improvement in Turnover Rate. These metrics are detailed in the “Compensation and Discussion and Analysis — Executive Compensation Program – Design and Elements — Annual Cash Incentive Compensation” section and demonstrate the effectiveness of our ongoing focus, training, and select investments on improving the safety of our employees which, in turn, can lead to increased engagement and retention of key operational roles. These employee-focused performance metrics strengthen the alignment of our corporate strategies, business objectives, and the long-term interests of our stockholders.

We report biennially on sustainability and social responsibility matters in our Sustainability Report. We published our first Sustainability Report in 2009. We have published our 2025 Sustainability Progress Report, marking a significant milestone in our ongoing commitment to environmental responsibility. The 2025 Sustainability Progress Report can be accessed electronically at https://ir.casella.com/esg-practices. We are not including the information contained in our Sustainability Progress Report in, or incorporating them by reference into, this proxy statement. With sustainability embedded in its operations, we continue to build on a legacy that prioritizes both innovation and stewardship. In addition, the 2025 Sustainability Progress Report provides an update on our five 2030 goals and our progress against each goal thus far. Below is a high-level overview of these goals.



Essential Workers	HEALTH & SAFETY	Improve our safety performance – keeping our people safe and healthy with a strong focus on safety, operating standards, and outstanding health and wellness programs, while enhancing employee engagement.

Materials Management	RESOURCE SOLUTIONS	Grow our Resource Solutions business – building on our successful recycling, organics, and solutions programs to drive higher sustainability for our customers, while supporting circular economy innovation.

Sustainable Operations	FUEL EFFICIENCY	Improve our fuel efficiency – reducing the environmental impact of collecting waste and recycling through additional automation and efficiencies, and adoption of new technologies.

Climate Leadership	GHG EMISSIONS	Further reduce our carbon footprint – as a founding member of the EPA Climate Leaders Program, Casella reduced its GHG emissions by 45% from 2005 to 2010. Casella has set a second goal to reduce GHG by an additional 12% from 2022 to 2030.

Community Engagement	EMPLOYEE VOLUNTEERING	Increase volunteering in communities – improving community engagement and the value we provide where we live and work through volunteerism

People, Culture & Belonging

Our commitment to an inclusive workplace is rooted in our Core Values and our People, Culture & Belonging initiatives. Our vision is to draw on our Core Values to promote inclusion through the following:

•

directing recruiting efforts to new talent pools, promoting inclusion in our training and development programs, and ensuring equal opportunity within our process for advancing our next cohort of leaders; and

•

focusing on ongoing training programs for managers that emphasize people, culture and belonging.

Employee Engagement & Training and Development

We are committed to building people and cultivating engagement by investing in our career path program in order to provide a clear and measurable development pathway for career growth, including the following training initiatives and programs.

•

Apprenticeships. We have developed an apprenticeship program for drivers and technicians, where we recruit new employees with a broad range of experiences, perspectives, and backgrounds, and help them build the skills they need to thrive in our organization.

•

Commercial Driver’s License Training. We have developed a commercial driver’s license (“CDL”) training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team. Since opening the training school in 2021, we have supported over 300 drivers in securing their CDL, which has unlocked new opportunities for them within our company.

•

Operations Trainee Program. Our operations trainee program develops individuals into frontline management roles. Through on-the-job training, participants learn the technical and leadership skills required to lead our operations. This program has become a strong pipeline for our operating managers across our company. We continue to expand our management development programs across the organization.

•

Diesel Mechanic Training. Since the launch of our in-house Diesel Technician school in 2023, we have trained and certified over 200 diesel technicians throughout our organization. We continue to collaborate with technical schools as well as enhance our training infrastructure and resources to attract, develop, and retain skilled diesel mechanics.

We have also increased our focus on Core Values training to support the continued growth of our workforce and ensure that new employees understand our culture and values. This training highlights our commitment to integrating new employees and ensuring that there is continuity in our message about culture within our organization.

EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our stockholders with an understanding of our executive compensation philosophy, objectives, program and process, as well as the compensation paid to our named executive officers in fiscal 2025. For fiscal 2025, our named executive officers were:

•

John W. Casella, our Executive Chairman of the Board and Secretary and former Chief Executive Officer;

•

Edmond R. Coletta, our President and Chief Executive Officer;

•

Bradford J. Helgeson, our Executive Vice President and Chief Financial Officer;

•

Shelley E. Sayward, our Senior Vice President and General Counsel; and

•

Sean M. Steves, our former Senior Vice President and Chief Operating Officer of Solid Waste Operations.

Effective January 1, 2026, (i) Mr. John Casella transitioned from serving as our Chief Executive Officer to serving as Executive Chairman of the Board and (ii) Mr. Coletta, who has served as our President since July 2022, was appointed as Chief Executive Officer and continues to serve in the role of President. Effective March 20, 2026, Mr. Steves resigned from his position as Senior Vice President and Chief Operating Officer of Solid Waste Operations and departed from the Company.

Executive Summary

Objectives and Philosophy of Our Executive Compensation Program

The Compensation and Human Capital Committee seeks to achieve the following broad objectives in connection with our executive compensation program:

•

Attract, retain and incentivize qualified and talented executives by providing compensation opportunities comparable to those offered by other companies with which we compete for business and talent;

•

Reward achievement of our short-term and long-term business objectives, while discouraging excessive risk-taking behavior;

•

Ensure that executive compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders; and

•

Closely align the long-term interests of our executives with those of our stockholders by providing equity incentives that link a portion of the executives’ compensation with the future performance of our Class A common stock.

Company Performance Highlights and Execution

(1) Driving additional profitability in our collection operations;

(2) Optimizing long-term disposal capacity;

(3) Creating incremental value through Resource Solutions;

(4) Allocating capital to return driven growth; and

(5) Strengthening five key foundational pillars:

•

Team: Developing a safe, engaged, ready workforce to support growth.

•

Culture: Fostering an environment rewarding hard work and accountability.

•

Customer Focus: Providing exceptional services via expanded digital experiences and sustainable partnerships.

•

Technology: Driving profitable growth and efficiencies through technology.

•

Assets: Developing necessary long-term infrastructure through facilities and fleet planning.

Through a focused effort and disciplined approach, we are executing well against our key financial and operational goals.

The tables below, in some instances on an adjusted basis to exclude certain items, set forth our financial performance (dollars in millions and margin as a percentage of revenues):

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Fiscal 2025 Compensation Decisions

Our compensation decisions and payouts for fiscal 2025, including with respect to our named executive officers, were based on Company and individual performance, including the performance results outlined above, along with the Compensation and Human Capital Committee’s review of the competitive position of each executive as compared to relevant market compensation data as described below.

•

Base salary increases ranging from approximately 3.5% to 19.4% for our named executive officers, as compared to their base salaries in effect as of December 31, 2024, with increases for Mr. Coletta and Mr. Helgeson to more closely align with market range of base salaries for their respective positions;

•

Annual cash incentive compensation payout of 72.0% of the target annual cash incentive amount of each named executive officer, driven by performance against two financial performance goals: our fiscal 2025 Adjusted Operating Income and Adjusted Free Cash Flow, and two ESG goals: Improvement in Total Recordable Incident Rate and Improvement in Turnover Rate, with the entire amount of such payments made to named executive officers based on the Company’s performance against such financial performance and ESG goals;

•

Awards consisting of 25% restricted stock units (“RSUs”), which vest based on continued service, and 75% performance-based stock units (“PSUs”), which vest based on (i) our level of achievement of Adjusted Free Cash Flow and Adjusted EBITDA during the third year of the three-year performance period running from January 1, 2025 to December 31, 2027 and (ii) a multiplier based on Relative TSR, for the period running from January 1, 2025 to December 31, 2027, along with continued service through the vesting date. Relative TSR means the Company’s total shareholder return relative to the Russell 2000 Index; and

•

PSUs granted during the fiscal year ended December 31, 2023 (“fiscal 2023”) vested at 123.3% of target, based on our performance in Adjusted Free Cash Flow and Adjusted EBITDA for fiscal 2025, multiplied by a Relative TSR multiplier reflecting our 53.9 percentile achievement for the period running from January 1, 2023 to December 31, 2025.

Key Executive Compensation Practices

We engage in the following practices so that our executive compensation program achieves our objectives and is aligned with our stockholders’ interests:


WHAT WE DO				WHAT WE DON’T DO



		Balance of short- and long-term incentive compensation; favors longer term

		Majority of named executive officer pay is performance-based

		75% of named executive officer annual equity awards are performance-based

		Caps on named executive officer bonus payments

		Limited use of perquisites

		Executive officer and director stock ownership guidelines

		Double-trigger equity vesting at change in control in our Amended and Restated 2016 Incentive Plan

		Clawback policy with respect to cash and equity incentive-based compensation

		Annual “say-on-pay” votes

		Independent Compensation and Human Capital Committee advisor



		Do not provide excise tax gross ups in future employment agreements

		Do not provide excessive perquisites

		Do not pay long-term incentive compensation in cash

		Do not guarantee salary increases or nonperformance-based bonuses

		Do not permit employees or directors to engage in hedging transactions, short sales of Company securities or the purchase or sale of puts, calls or other derivative securities based on Company securities (see “Corporate Governance – Insider Trading Policy and Restrictions on Hedging Transactions and Pledging Transactions”)

		Do not include evergreen provisions in stock incentive plan

Roles of Our Compensation and Human Capital Committee and Compensation and Human Capital Committee Consultant

The Compensation and Human Capital Committee is responsible for overseeing our executive compensation program. In this capacity, the Compensation and Human Capital Committee designs, implements, reviews and approves annually all compensation for our named executive officers. In the performance of its duties, the Compensation and Human Capital Committee periodically reviews the total compensation, including the base salary, annual incentive compensation opportunities, long-term incentive award opportunities and other benefits for each of our named executive officers. In the first quarter of each year, the Compensation and Human Capital Committee meets to determine base salary increases, if any, for our named executive officers; confirm the results of our prior-year performance for purposes of the annual incentive compensation awards; approve

strategic and business objectives, which include the performance measures and goals for the annual incentive compensation plan; review the annual incentive compensation targets for the current year; and approve the form, amount, value and vesting criteria for equity awards.

The Compensation and Human Capital Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. For fiscal 2025,the Compensation and Human Capital Committee retained an independent compensation consultant, Pay Governance, to assist the Compensation and Human Capital Committee in reviewing select benchmark information related to our executive and director compensation programs, reviewing our Compensation Discussion and Analysis disclosure, and administering the Relative TSR multiplier for performance-based stock units.

In making executive compensation decisions for fiscal 2025, the Compensation and Human Capital Committee analyzed a number of factors, including the compensation data provided by Pay Governance, sourced from independent commercially available compensation surveys and comparative reference groups, which included compensation information from our industry and other industries. Survey data gathered were size-adjusted (measured in revenue, using regression analysis to target our revenue scope as available) to ensure the data accurately reflect the general industry markets and companies with similar scope of operations with which we compete for executive talent. While the Compensation and Human Capital Committee did not target any compensation element or total compensation for fiscal 2025 to any specified peer group, it reviewed the compensation data provided by Pay Governance to supplement its general understanding of current executive compensation practices and levels among the Company’s industry peers.

In addition, the Compensation and Human Capital Committee also relied on various other factors in making executive compensation decisions for fiscal 2025, including our long-term strategic plan, our budget, our guidance ranges, existing compensation paid to executive officers, experience level of the individual, market factors, general economic conditions and corporate performance. As such, the Compensation and Human Capital Committee does not target a specific level of competitiveness versus market benchmark data for any pay element or in aggregate, but rather reviews the range of market competitive information as one factor, along with the others listed here, in making compensation decisions.

Say-on-Pay Feedback from Stockholders

The Compensation and Human Capital Committee carefully considers feedback received from stockholders on compensation for our named executive officers. At our 2025 Annual Meeting of Stockholders, we submitted our executive compensation program to an advisory vote of our stockholders and it received the support of 96% of the total votes cast. The Compensation and Human Capital Committee considered the results of the advisory stockholder vote, together with the other factors and data discussed in this proxy statement, in determining executive compensation decisions and policies. The Compensation and Human Capital Committee will continue to consider the outcome of the say-on-pay votes as it reviews and determines the total compensation packages for our named executive officers.

Overview of Elements of our Executive Compensation Program

The primary elements of our executive compensation program are:


Element	Objectives	Fixed or At Risk	Performance Measured	Cash or Equity
Base Salary	• Attract and retain executive officers by offering fixed compensation that is generally competitive with market opportunities. • Recognizes each executive officer’s position, role, responsibility and experience.	Fixed	Individual	Cash

Annual Cash Incentive Compensation	• Link pay and annual Company performance. • Align executive compensation with the annual financial and ESG performance of the Company.	At Risk	Corporate	Cash

Long-Term Incentive Compensation	• Align interests between executives and stockholders. • Reward for achievement of long-term financial objectives. • Reward stock price appreciation. • Retain talent and build executive ownership.	At Risk	Corporate and Shareholder Return	Equity (RSUs and PSUs)

Total Target Compensation

The overall mix of total target compensation for Mr. John Casella, who served as our Chief Executive Officer throughout fiscal 2025, and our other named executive officers for fiscal 2025 is illustrated in the following graphs:

LOGO

The target compensation amounts for each fiscal 2025 compensation element for our named executive officers are shown in the table below. The actual base salary received, the actual annual cash incentive compensation award earned for fiscal 2025 and the grant date value of equity awards are reported in the Summary Compensation Table.


							Target Long-term Compensation
Named Executive Officer	Base Salary			Target Annual Cash Incentive Compensation			Time-Vested RSU Awards			Target PSU Awards			Total Target Compensation

John W. Casella		$	790,463		$	1,185,695		$	625,000		$	1,875,000		$	4,476,158

Edmond R. Coletta		$	615,134		$	768,918		$	375,000		$	1,125,000		$	2,884,052

Bradford J. Helgeson		$	500,000		$	425,000		$	200,000		$	600,000		$	1,725,000

Shelley E. Sayward		$	390,764		$	332,149		$	112,500		$	337,500		$	1,172,913

Sean M. Steves		$	347,605		$	295,464		$	100,000		$	300,000		$	1,043,069

Executive Compensation Program – Design and Elements

Base Salary

On an annual basis, our Compensation and Human Capital Committee reviews and evaluates for adjustments to the base salaries of our named executive officers based on the scope of each executive’s responsibilities, individual contribution, prior experiences and sustained performance. Base salaries are also reviewed and adjusted, as deemed appropriate, in the case of promotions or other significant changes in responsibility. No formulaic base salary increases are provided to our named executive officers, and none of our named executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. In making decisions regarding salary increases, the Compensation and Human Capital Committee may also draw on the experiences of members of our Board with other companies and its review of independent commercially available salary surveys and publicly available compensation information. After taking into consideration such factors, the Compensation and Human Capital Committee approved increases in the annual base salaries of our named executive officers ranging from approximately 3.5% to 19.4% for fiscal 2025. The increases for Messrs. Coletta and Helgeson were to more closely align their base salaries to market range for their respective positions.

The following table sets forth the annual base salaries of our named executive officers for fiscal 2025 and fiscal 2024:


Name	Annual Base Salary for Fiscal 2025			Annual Base Salary for Fiscal 2024			Percentage Increase in Base Salary (1)

John W. Casella		$	790,463		$	763,732		3.5%

Edmond R. Coletta		$	615,134		$	515,134		19.4%

Bradford J. Helgeson		$	500,000		$	450,000		11.1%

Shelley E. Sayward		$	390,764		$	365,200		7.0%

Sean M. Steves		$	347,605		$	335,850		3.5%

(1)	Reflects percentage increase in base salary for fiscal 2025 as compared to the base salary in effect on December 31, 2024.

Annual Cash Incentive Compensation

Annual incentive compensation is paid to our named executive officers under our Non-Equity Incentive Plan, pursuant to which participants are granted awards that are earned at the end of a fiscal year, subject to the achievement of performance goals established by the Compensation and Human Capital Committee. Performance goals for the applicable fiscal year are established by the Compensation and Human Capital Committee and based on attainment of specified levels of one or any combination of performance measures. The amount of incentive compensation paid to a named executive officer may, in the sole discretion of the Compensation and Human Capital Committee, be less than or more than the amount otherwise payable to such named executive officer based on attainment of performance goals for the applicable fiscal year. No such discretion was used in fiscal 2025, and payouts under the Non-Equity Incentive Plan were consistent with the calculated payout under the performance goals.

Fiscal 2025 Target and Maximum Annual Cash Incentive Amounts

The Compensation and Human Capital Committee determined that each of the Company’s named executive officers would have an opportunity to earn annual incentive compensation for fiscal 2025 based on a percentage of annual base salary. The target annual cash incentive opportunities of each named executive officer for fiscal 2025 and fiscal 2024, based upon the following percentage of the respective officer’s annual base salary, was as follows:


Name	Fiscal 2025 Target Annual Cash Incentive as Percentage of Base Salary			Fiscal 2025 Target Annual Cash Incentive Amount			Fiscal 2024 Target Annual Cash Incentive as Percentage of Base Salary

John W. Casella		150	%		$	1,185,695		150	%

Edmond R. Coletta		125	%		$	768,918		100	%

Bradford J. Helgeson		85	%		$	425,000		85	%

Shelley E. Sayward		85	%		$	332,149		85	%

Sean M. Steves		85	%		$	295,464		75	%

The maximum annual cash incentive opportunity of each named executive officer for fiscal 2025 was capped at 190% of the named executive officer’s target annual cash incentive opportunity.

Fiscal 2025 Performance Measures, Weightings and Goals

In December 2024, the Compensation and Human Capital Committee established performance measures and specific performance goals based solely on Company performance, and not individual performance, which had to be achieved in order for any annual incentive compensation to be paid to our named executive officers for fiscal 2025. The Compensation and Human Capital Committee evaluated key financial measures and decided to maintain Adjusted Operating Income and Adjusted Free Cash Flow, both non-GAAP financial measures, and the ESG performance measures relating to total recordable incident rate and turnover rate of Company employees, as appropriate drivers of performance under the Non-Equity Incentive Plan for fiscal 2025. Total recordable incident rate is calculated as the total number of recordable safety incidents during the most recently completed fiscal year multiplied by 200,000, divided by total hours worked by all Company employees during such fiscal year (“Improvement in Total Recordable Incident Rate”), and the turnover rate of Company employees is calculated as the number of employees that have left the Company in the most recently completed fiscal year divided by the total number of Company employees at the end of the fiscal year prior to the most recently completed fiscal year (“Improvement in Turnover Rate”). All of our named executive officers were

assigned the same performance measures and weightings in recognition of their shared responsibility for overall corporate financial and ESG performance. The performance measures and weightings for fiscal 2025 annual cash incentive compensation were as follows:


	Fiscal 2025 Performance Measures and Weightings
	Adjusted Operating Income (1)			Adjusted Free Cash Flow (1) (2)			Improvement in Total Recordable Incident Rate			Improvement in Turnover Rate
For All Executive Officers		45	%		45	%		5	%		5	%

(1)	Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

(2)

If Adjusted Free Cash Flow for fiscal 2025 did not exceed a certain minimum amount (“Adjusted Free Cash Flow Gate”), no annual incentive compensation would be paid to the executive officers under the Non-Equity Incentive Plan for fiscal 2025 even if achievement of the other performance goals would have resulted in payment of the annual incentive compensation.

Each performance goal has a performance range built around it, with a corresponding increase or decrease in the associated annual incentive compensation opportunity. The range of performance goals and associated incentive compensation opportunities for all named executive officers under the Non-Equity Incentive Plan for fiscal 2025 was expressed in the form of “minimum”, “threshold”, “target”, “150%” and “200% maximum” achievement levels. Between each of the achievement levels, results would be interpolated to calculate specific annual incentive compensation award percentages. In addition, the performance goals would be adjusted on a pro-rata basis for any acquisition completed by the Company on or before September 30, 2025 with more than $50.0 million of annual revenues based on the projected financial results for the acquired business.

Adjusted Free Cash Flow for fiscal 2025 exceeded the Adjusted Free Cash Flow Gate of $158.3 million. The goals and performance ranges for Adjusted Operating Income, Adjusted Free Cash Flow, Improvement in Total Recordable Incident Rate and Improvement in Turnover Rate for all named executive officers and the degree to which we attained these goals in fiscal 2025 are as follows (dollars in millions):


Performance Measure	Weighting			Minimum (0% Payout)				Threshold (60% Payout)				Target (100% Payout)				(150% Payout)			Maximum (200% Payout)			Actual Achievement				Payout %

Adjusted Operating Income (1)		45	%		$	160.8			$	169.3			$	172.0			$	176.8		$	184.9		$	165.7			34.5	%

Adjusted Free Cash Flow (1)		45	%		$	158.3			$	160.0			$	178.1			$	182.1		$	190.0		$	179.9			122.9	%

Improvement in Total Recordable Incident Rate		5	%			5.08				4.93				4.83				—			—			5.28			0.0	%

Improvement in Turnover Rate		5	%			26.6	%			25.8	%			25.3	%			—			—			27.5	%		0.0	%

																					Overall Payout as a % Against Target						72.0	%

(1)	Adjusted Operating Income and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Fiscal 2025 Annual Cash Incentive Payments

Based on performance against our performance goals for fiscal 2025, each named executive officer received a payout of 72% of such named executive officer’s target annual cash incentive amount as set forth in the table below.


Name	Fiscal 2025 Target Annual Cash Incentive Amount			Payout % Against Target			Actual Fiscal 2025 Annual Cash Incentive Amount

John W. Casella		$	1,185,695		72.0	%		$	853,697

Edmond R. Coletta		$	768,918		72.0	%		$	553,619

Bradford J. Helgeson		$	424,996		72.0	%		$	305,999

Shelley E. Sayward		$	332,149		72.0	%		$	239,147

Sean M. Steves		$	295,464		72.0	%		$	212,734

Long-Term Incentive Compensation

Our named executive officers are eligible to receive equity awards under our stock incentive plan. We typically make equity awards to our officers and employees as an incentive to enhance long-term stockholder value. Equity awards are typically granted when the person is first hired or receives a promotion or other significant change in responsibility, and thereafter once annually as a part of our broader equity incentive compensation program at a regularly scheduled Compensation and Human Capital Committee meeting early in the fiscal year. Our long-term incentive compensation program includes the granting of annual awards up to 75% in the form of PSUs and 25% in the form of RSUs to our executive officers. The Compensation and Human Capital Committee believes that this approach to long-term incentive compensation builds upon its pay-for-performance philosophy and provides a balanced focus on stock price appreciation and the achievement of financial metrics that are drivers of long-term stockholder value creation.

Fiscal 2025 RSU Awards

In fiscal 2025, we granted annual time-based RSU awards to our named executive officers, which vest based on continued employment in three equal annual installments beginning on the first anniversary of the date of grant. Each RSU represents the right to receive a share of our Class A common stock. The number of time-based RSUs granted to our named executive officers in fiscal 2025 are as follows:


Name	Number of RSUs Granted

John W. Casella		5,944

Edmond R. Coletta		3,566

Bradford J. Helgeson		1,902

Shelley E. Sayward		1,070

Sean M. Steves		951

Fiscal 2025 PSU Awards

In fiscal 2025, we granted annual PSU awards to our named executive officers, with each PSU award representing the right to receive a percentage of a target number of shares of Class A common stock up to a

maximum number of shares of Class A common stock (equal to 240% of the target number of shares if the maximum 200% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The target number of shares and the maximum number of shares subject to the PSU awards are as follows:


Name	Target Number of Shares Issuable Upon Vesting of PSUs		Maximum Number of Shares Issuable Upon Vesting of PSUs

John W. Casella		17,833		42,799

Edmond R. Coletta		10,700		25,680

Bradford J. Helgeson		5,706		13,694

Shelley E. Sayward		3,210		7,704

Sean M. Steves		2,853		6,847

The vesting of the PSUs will be based upon (i) our level of achievement of Adjusted Free Cash (weighted 50%) and Adjusted EBITDA (weighted 50%) during the third year (the “measurement period”) of our three-year performance period running from January 1, 2025 to December 31, 2027 (the “three-year performance period”) and (ii) a Relative TSR multiplier, which is based on a comparison of our TSR to the TSR of the Russell 2000 Index for the three-year performance period, along with continued service through the vesting date. The targets for the performance objectives were set by the Compensation and Human Capital Committee at the beginning of the three-year performance period.

The number of shares of Class A common stock issuable upon vesting of the PSUs at the end of the three-year performance period will be equal to (i) the target number of shares multiplied by (ii) the percentage of the target number of shares that are eligible to vest based on the level of achievement of the performance objectives during the measurement period multiplied by (iii) the Relative TSR multiplier for the three-year performance period. The Relative TSR multiplier will be determined as follows:


Relative TSR Percentile		Relative TSR Multiplier

0 to 25^th		80%

25.01 to 50^th		90%

50.01 to 75^th		110%

75.01 to 100^th		120%

In setting the targets for the PSUs’ performance objectives at the beginning of the three-year performance period, the Compensation and Human Capital Committee approved targets that were aligned with the Company’s long-term strategic plan during the measurement period. The Compensation and Human Capital Committee believed that such targets would be reasonably achievable with strong performance by the Company at the target attainment level and would require outperformance at the maximum attainment level.

Impact of the Whitetail and Royal Acquisitions on PSUs

Our acquisition of Whitetail Disposal, Inc. closed on August 1, 2024 (the “Whitetail Transaction”). Our acquisition of Royal Carting and Welsh Sanitation and related real estate assets closed on October 1, 2024 (the “Royal Transaction”). In connection with the Whitetail and Royal Transactions, the Compensation and Human

Capital Committee reviewed the performance targets under the PSUs granted to named executive officers in March 2022 (the “2022 PSUs”), March 2023 (the “2023 PSUs”) and March 2024 (the “2024 PSUs”), which were the three sets of PSU awards that were not yet vested at the time the Whitetail and Royal Transactions were completed. In October 2024, the Compensation and Human Capital Committee determined that it would be appropriate and in the best interest of stockholders to adjust the performance goals (i) under the 2022 PSUs, 2023 PSUs and the 2024 PSUs to reflect the Whitetail Transaction and (i) under the 2023 PSUs and the 2024 PSUs to reflect the Royal Transaction. Such adjustments were contemplated by the terms of the grants made to employees in order to avoid potential windfalls by the employees arising from the contributions of acquired companies that had not been budgeted when the targets were initially set. Accordingly, to promote management accountability for meeting the financial and strategic objectives of the Whitetail and Royal Transactions and to align pay with shareholder outcomes, the Compensation and Human Capital Committee adjusted the previously established Adjusted Free Cash Flow and Adjusted EBITDA performance goals of the PSUs (i) for fiscal 2024 based on a pro rata contribution from the pro forma model for the Whitetail Transaction and (ii) for the fiscal year ending December 31, 2025 and the fiscal year ending December 31, 2026 based on a pro rata contribution from the pro forma models for the Whitetail and Royal Transactions. Such adjustments were designed to preserve the rigor of the originally established goals in light of the expanded scope of the Company’s business following completion of the Whitetail and Royal Transactions.

Vesting of Fiscal 2023 PSUs

During fiscal 2023, we granted PSUs (the “Fiscal 2023 PSUs”) to each named executive officer (other than Mr. Helgeson), with each PSU award representing the right to receive a percentage of a target number of shares of Class A common stock up to a maximum number of shares of Class A common stock (equal to 240% of the target number of shares if the maximum 200% of the target number of shares is earned based on performance objectives and is further multiplied by a maximum Relative TSR multiplier of 120%). The number of shares of Class A common stock issuable upon vesting of the Fiscal 2023 PSUs would be equal to (i) the target number of shares, multiplied by (ii) the percentage of such target number of shares that are eligible to vest based on our level of achievement of Adjusted Free Cash Flow (weighted 50%) and Adjusted EBITDA (weighted 50%) during fiscal 2025, multiplied by (iii) a Relative TSR multiplier, which is based on a comparison of our TSR to the TSR of the Russell 2000 Index for the period running from January 1, 2023 to December 31, 2025. The range of performance goals was expressed in the form of “threshold,” “target” and “maximum” achievement levels. Between each of the achievement levels, results would be interpolated within each achievement level to calculate specific percentages of achievement of the performance goals.

In connection with our acquisition of Whitetail Disposal, Inc. in August 2024 (the “Whitetail Transaction”) and our acquisition of Royal Carting and Welsh Sanitation and related real estate assets in October 2024 (the “Royal Transaction”), in October 2024, the Compensation and Human Capital Committee reviewed the performance targets under the Fiscal 2023 PSUs and determined that it would be appropriate and in the best interest of stockholders to adjust the performance goals under such PSUs to reflect the White and Royal Transactions. Such adjustments were contemplated by the terms of the grants made to employees in order to avoid potential windfalls by the employees arising from the contributions of acquired companies that had not been budgeted when the targets were initially set. Accordingly, to promote management

SEC Form DEF 14A filed by Casella Waste Systems Inc.