Casella Waste Systems (CWST) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 5, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Strong financial performance in fiscal 2024: revenues up 23.1%, net cash from operations up 20.7%, and Adjusted Free Cash Flow up 23.4%.

• Stock price increased 129.9% over the last five years, outperforming the Russell 2000 and peer group.

• Eight businesses were acquired in fiscal 2024, adding over $200 million in annualized revenues.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay) and ratification of RSM US LLP as independent auditors for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes.

• Majority of directors are independent; board committees include Audit, Compensation and Human Capital, and Nominating and ESG.

• Lead Director role established for independent oversight.

• Directors are subject to stock ownership guidelines and a Code of Business Conduct and Ethics.