CLH: 10-Q financial filing

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers: On October 28, 2026, the Company announced that Eric W. Gerstenberg, currently Co-Chief Executive Officer and Co-President of the Company, will serve as sole Chief Executive Officer and President (and, as a result, as the sole “principal executive officer” of the Company), effective as of January 1, 2027. Mr. Gerstenberg’s biographical information is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2026, and such information is incorporated herein by reference. In connection with the transition, and as of January 1, 2027, Mr. Gerstenberg will receive an annual base salary of $1,200,000, a target annual incentive cash opportunity equal to 150% of his annual base salary, and an annual long-term incentive with a target value of $8,000,000 (consisting of 60% performance-based restricted stock and 40% time-based restricted stock). In addition, upon the start date in his new role, Mr. Gerstenberg will receive a one-time restricted stock award with a target value of $5,000,000. Such restricted stock award will cliff vest on the fifth anniversary of the grant date, subject to Mr. Gerstenberg’s continued employment with the Company through such date, and will include a relative total shareholder return performance modifier. There are no other arrangements or understandings between Mr. Gerstenberg and any other person pursuant to which Mr. Gerstenberg was named as sole Chief Executive Officer and President of the Company. Mr. Gerstenberg is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. Michael L. Battles,