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:

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 the appropriate box)all boxes that apply):

CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

NOTICE OF THE 20212022 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Wednesday,Thursday, June 2, 20212022

The 20212022 Annual Meeting of Stockholders (the “2021“2022 Annual Meeting”) of Casella Waste Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be conducted online via live webcast at www.meetingcenter.io/239695510www.meetnow.global/M5JNLGU on Wednesday,Thursday, June 2, 20212022 at 10:00 a.m. Eastern Time to consider and act on the following matters:

To support the health and well-being of our stockholders, employees and directors in light of the novel coronavirus (“COVID-19”) pandemic, the 2021The 2022 Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast at www.meetingcenter.io/239695510. The password for the meeting is CWST2021.www.meetnow.global/M5JNLGU. 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 20212022 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. In light of the public health and safety concerns related to COVID-19, weWe believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

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 16, 2021,18, 2022, 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 6, 2021,2022, the record date for the 20212022 Annual Meeting, are entitled to notice of, and to vote at, the 20212022 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 vote in one of the following ways:

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 vote your shares.

A list of our registered holders will be available to stockholders of record during the 20212022 Annual Meeting at www.meetingcenter.io/239695510.www.meetnow.global/M5JNLGU.

All stockholders are invited to attend the 20212022 Annual Meeting online. Whether or not you plan to attend the 20212022 Annual Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the 20212022 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.

PROXY STATEMENT

Table of Contents

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; and strategies, 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,” “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 actually will achieve the financial results, plans, intentions or expectations disclosed in the forward-looking statements made. 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: it is challenging to predict the duration and scope of the COVID-19 pandemic and its negative effect on the economy, our operations and financial results; policies adopted by China and other countries will further restrict imports of recyclable materials into those countries and have a further material impact on the Company’s financial results; the capping and closure of the Subtitle D landfill located in Southbridge, Massachusetts and the lawsuit relating to the Subtitle D landfill located in

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costs; 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 significant 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; the Company may be unable to achieve its acquisition or development targets on favorable pricing or at all; the Company may not be able to successfully integrate 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, 2021, 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.

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CASELLA WASTE SYSTEMS, INC.

25 Greens Hill Lane

Rutland, Vermont 05701

PROXY STATEMENT

for the

20212022 ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday,Thursday, June 2, 20212022

TIME, DATE AND LOCATION OF 20212022 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 20212022 Annual Meeting of Stockholders to be conducted online via live webcast at www.meetingcenter.io/239695510www.meetnow.global/M5JNLGU on Wednesday,Thursday, June 2, 20212022 at 10:00 a.m. Eastern Time, and at any adjournments, postponements, continuations or reschedulings thereof (the “2021“2022 Annual Meeting”).

In light of the novel coronavirus (“COVID-19”) pandemic, to support the health and well-being of our stockholders, employees and directors, we have determined that the 2021The 2022 Annual Meeting will be conducted exclusively online via live webcast, with no physical in-person meeting. At our virtual 20212022 Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.meetingcenter.io/239695510. The password for the meeting is CWST2021.www.meetnow.global/M5JNLGU. Further information about how to attend the 20212022 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 16, 2021,18, 2022, 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.

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.

20212022 Annual Meeting of Stockholders

Voting Matters and Board Recommendations

20212022 Nominees for the Board of Directors

Company Performance Highlights and Execution Against Fiscal 2021 Strategic Plan

Over the last several years, we have performed well against our key strategic initiatives, with this solid execution translating into strong stockholder value creation in the fiscal year ended December 31, 20202021 (“fiscal 2020”2021”).

In early August 2017, we announced an updatedour long-term strategic plan through our fiscal year endingended December 31, 2021 (“Fiscal 2021 Plan”). The Fiscal 2021 Plan remains focused on enhancing stockholder returns by improving cash flows and reducing debt leverage through the following strategic initiatives:

To supportThrough a focused effort and disciplined approach, we exceeded the key financial and operational goals set forth within the Fiscal 2021 Plan. Our stock price increased from the date of our efforts,announcement of the Fiscal 2021 Plan until December 31, 2021 by more than 400%. In February 2022, we continue to invest in our employees through leadership development, our career paths program that helps to build long-term development for our employees, technical training for key roles such as drivers and mechanics, and incentive compensation structures that seek to align our employees’ incentives withannounced our long-term goal to improve cash flowsstrategic plan through our fiscal year ending December 31, 2024 (the “Fiscal 2024 Plan”). The Fiscal 2024 Plan builds on the Fiscal 2021 Plan and returns on invested capital.

As an essential service provider, it was critical forestablishes the Company to keep our employees safeadditional strategic initiative of strengthening the foundational pillars of people, technology, sustainable growth, and to provide service for our customers throughout the COVID-19 pandemic. We accomplished this goal by adhering to Centers for Disease Control and Prevention (“CDC”) guidelines, providing the necessary personal protective equipment to our employees, adjusting safety protocols for each role, and moving back-office roles to work from home by leveraging our technology investments. To recognize and thank our frontline and back-office employees for a job well done in fiscal 2020, we awarded all of our hourly employees a $1.8 million “hero’s bonus” just before Labor Day and a special holiday bonus in early December. We also worked to ensure access to pandemic related government essential worker incentives available for our people.facilities.

Strong Execution of Fiscal 2021 Plan

Our execution against our long-term strategy has resulted in strong financial performance and positive total shareholder returns over the last five years. This execution continued into fiscal 2020 despite the significant headwinds from the COVID-19 pandemic,2021 with revenues up $31.3$114.6 million or 4.2%14.8%, net income up $59.5down $(50.0) million or 187.8%,(54.9%) as the fourth quarter of the fiscal year ended December 31, 2020 (“fiscal 2020”) included a $55.0 million non-recurring benefit to income taxes due to the reversal of a valuation allowance, Adjusted EBITDA* up $14.9$32.2 million or 9.5%18.8%, Adjusted Operating Income* up $3.7$18.6 million or 5.9%28.3%, net cash provided by operating activities up $23.1$42.8 million or 19.8%30.6%, and Adjusted Free Cash Flow* up $13.7$26.2 million or 24.7%37.9%, from the fiscal year ended December 31, 2019. Our strong execution has resulted2020.

The tables below, in +182.9% total shareholder return from January 1, 2018 through December 31, 2020.some instances on an adjusted basis to exclude certain items, set forth our financial performance (dollars in millions and as a percentage of revenues):

Our strong execution against our strategic plan over the last five fiscal years has driven significant stockholder value creation, with our stock price up 936.0%588.3% from December 31, 20152016 through December 31, 2020.2021.

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”.

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 95.7%96.3% favorable “say on-pay”“say-on-pay” vote at our 20202021 Annual Meeting of Stockholders.

PURPOSES OF THE 20212022 ANNUAL MEETING

At the 20212022 Annual Meeting, our stockholders will consider and vote upon the following matters:

All proxies will be voted in accordance with the instructions contained in those proxies. Unless contrary instructions are indicated on the enclosed 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 three 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, 2021,2022, 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 20212022 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 20212022 Annual Meeting; however, if other matters properly come before the 20212022 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 20212022 ANNUAL MEETING AND VOTING

On or about April 16, 2021,18, 2022, 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.

You are entitled to participate in the 20212022 Annual Meeting only if you were a holder of the Company’s shares as of the close of business on April 6, 2021,2022, the record date for the 20212022 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 www.meetingcenter.io/239695510.www.meetnow.global/M5JNLGU. We encourage you to access the 20212022 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), you must have your control number, which is located on your proxy card or the Notice, and the password CWST2021 to attend the 20212022 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 20212022 Annual Meeting online, vote online during the meeting and submit questions online during the meeting. To register to attend the 20212022 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 May 28, 2021.27, 2022. 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

On the record date, we had 50,374,96450,650,518 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 20212022 Annual Meeting. Only stockholders of record on April 6, 20212022 are entitled to notice of, and to vote at, the 20212022 Annual Meeting.

If your shares are held in street name at a broker, your broker may under certain circumstances vote your shares on “routine” matters if you do not timely provide voting instructions in accordance with the instructions provided by them. However, if you do not provide timely instructions, your broker does not have the authority to vote on any “non-routine” proposals at the 20212022 Annual Meeting and a “broker non-vote” would occur.

The election of directors (Proposal 1) and the advisory “say-on-pay” vote (Proposal 2) are “non-routine” matters. The ratification of the appointment of our independent auditors (Proposal 3) is a “routine” matter.

We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the 20212022 Annual Meeting according to your instructions.

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 20212022 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 20212022 Annual Meeting?”.

The three (3) nominees for director receiving the highest number of votes FOR election will be elected as Class IIII directors. Proposal 1 is a non-routine matter. 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.

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 three (3) nominees (John W.(Michael K. Burke, Douglas R. Casella William P. Hulligan and Rose Stuckey Kirk)Gary Sova).

If your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 1. In this regard, please note that brokers may not vote on the election of directors in the absence of specific client instructions. Those who hold shares in a brokerage account are encouraged to provide voting instructions to their broker. 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 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:

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. Proposal 2 is a non-routine matter. Therefore, if your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 2. 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 this Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld 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

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 20202021 Annual Report, which includes the 20202021 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 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 tennine directors. Class I consists of Michael K. Burke, James F. Callahan, Jr. and Douglas R. Casella and Gary Sova, each with a term ending at the 2022 Annual Meeting of Stockholders.Meeting. Class II consists of Michael L. Battles, Joseph G. Doody and Emily Nagle Green, each with a term ending at the 2023 Annual Meeting of Stockholders. Class III consists of John W. Casella, William P. Hulligan and Rose Stuckey Kirk, and James E. O’Connor, each with a term ending at the 20212024 Annual Meeting.Meeting of Stockholders. The holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Mr. Battles, a Class II director and a member of the Audit Committee and the Nominating and ESG Committee, serves as the Class A Director. 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.

Mr. O’Connor is not standing for re-election at the 2021 Annual Meeting and will retire from the Board when his service as a director ends at the 2021 Annual Meeting. Mr. O’Connor will serve as a Class III director until his term expires at the 2021 Annual Meeting. Upon the recommendation of the NominationsNominating and GovernanceESG Committee of our Board, our Board nominated Messrs. John W.Michael K. Burke, Douglas R. Casella and William P. Hulligan and Ms. Rose Stuckey KirkGary Sova for re-election at the 20212022 Annual Meeting as Class IIII directors, each to serve until the 20242025 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified. Messrs. JohnBurke and Douglas Casella Hulligan and O’Connor were elected as directors by our stockholders at the 20182019 Annual Meeting of Stockholders. Ms. KirkMr. Sova was elected to the Board as a Class IIII director effective July 31, 2020.June 15, 2021.

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 IIII Director Nominees to be elected at the 20212022 Annual Meeting (terms expiring at the 20242025 Annual Meeting of Stockholders, if elected)

Class I Directors (terms expiring at the 2022 Annual Meeting of Stockholders)

Class III Directors (terms expiring at the 2024 Annual Meeting of Stockholders)

Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

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 NominationsNominating and GovernanceESG 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:

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:

Board Determination of Independence

Under the applicable rules of the Nasdaq Stock Market, 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, Callahan, Doody, Hulligan and O’ConnorSova 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 Marketplace Rules. The Board also previously determined that Gregory B. Peters,James E. O’Connor and James F. Callahan, each a former director was anwho served during part of fiscal 2021, were “independent director”directors” prior to his retirementtheir respective retirements from our Board on June 2, 2020.in fiscal 2021.

Director Nomination Process

The NominationsNominating and GovernanceESG 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 NominationsNominating and GovernanceESG 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 NominationsNominating and GovernanceESG Committee. The NominationsNominating and GovernanceESG Committee’s candidate evaluation process includes multiple phone and in-person interviews conducted by the third-party recruitment firm or service engaged by the NominationsNominating and GovernanceESG Committee, members of the NominationsNominating and GovernanceESG Committee, and Company executives, and also external references and background checks. During fiscal 2020,2021, the NominationsNominating and GovernanceESG Committee retained the services of an independent recruitment service to help identify and evaluate potential director candidates. Ms. Kirk,Mr. Sova, who joined the Board in July 2020,June 2021, was identified as a potential director candidate for consideration by the NominationsNominating and GovernanceESG Committee by such a recruitment service.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the NominationsNominating and GovernanceESG Committee applies the criteria set forth in our Corporate Governance Guidelines as well as current and potential future needs the Company may have for support from the Board in particular domains. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diversity, diligence, absence of conflicts of interest and the ability to act in the interests of all stockholders. We recognize the importance of diversity with regard to the composition of the Board and strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the NominationsNominating and GovernanceESG Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates, including personal and professional backgrounds, gender, race, national origin and tenure of Board service, and considersconsider candidates from a broad range of sources, including lists of board-ready diverse candidates. The NominationsNominating and GovernanceESG Committee is committed to considering diversity in its director candidate recommendations and ensuresits charter requires that all slatesthe search process for each new director shall include a diversity ofdiverse candidates. The Committee does not assign

assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The NominationsNominating and GovernanceESG 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, attributes 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 NominationsNominating and GovernanceESG Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to: NominationsNominating and GovernanceESG Committee, c/o Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701. The NominationsNominating and GovernanceESG 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 NominationsNominating and GovernanceESG 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 NominationsNominating and GovernanceESG Committee or our Board, by following the procedures set forth under “Stockholder Proposals and Nominations for the 20222023 Annual Meeting of Stockholders.” 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 and proxy card for the next annual meeting.

Board Meetings and Attendance

Our Board met sevensix times during fiscal 2020,2021, either in person or by teleconference. During fiscal 2020,2021, each incumbent director attended at least 75% of the meetingsaggregate of ourthe number of Board meetings and the committeesnumber of our Boardmeetings held by all committees on which he or she then served, except Mr. Douglas Casella, who was unavailable for two Board meetings.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. EightNine of our then-serving directors attended the 20202021 Annual Meeting of Stockholders.

Board Leadership Structure

Mr. John Casella serves as Chairman of our Board and our Chief Executive Officer. Mr. Doody serves as our Lead Director. Our Board believes that combining the Chairman and Chief Executive Officer positions fosters clear accountability, effective decision-making and alignment of corporate strategy, strikes an effective balance between strategy development, independent leadership and management oversight in the Board process and, taken together with the Lead Director role, is the appropriate leadership structure for us at this time. The responsibilities of the Lead Director are included in our Corporate Governance Guidelines, which are posted on

his or her duties as a member of our Board or any committee and facilitates communications between the Chairman of our Board and other directors. The Lead Director also works with the Chairman of our Board in preparing agendas for each meeting of our Board and consults with the Chairman of our Board on matters relating to corporate governance and board performance.

Board Committees

Our Board has established three standing committees — Audit, Compensation and NominationsHuman Capital, and GovernanceNominating 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 rules of the Nasdaq Stock Market, 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 CompensationHuman Capital Committee		NominationsNominating and GovernanceESG Committee
Michael L. Battles
Michael K. Burke
James F. Callahan
Joseph G. Doody**
William P. Hulligan
Rose Stuckey Kirk
Emily Nagle Green
James E. O’ConnorGary Sova

Chairperson

Member

Audit Committee

The Audit Committee’s responsibilities include:

The current members of the Audit Committee are Messrs. Burke (Chair), Battles, CallahanHulligan and Hulligan.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 fivefour times during fiscal 2020,2021, 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:

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 2020,2021 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 2020,2021, Pay Governance assisted the Compensation and Human Capital Committee in reviewing benchmark information related to our executive compensation program and our director compensation program, reviewing our Compensation Discussion and Analysis disclosure, and administering the Relative TSR multiplier for performance-based stock units.

The current members of the Compensation and Human Capital Committee are Messrs. Hulligan (Chair) and O’ConnorSova and Mses. Kirk and Nagle Green. The Compensation and Human Capital Committee met six times during fiscal 2020,2021, either in person or by teleconference.

NominationsNominating and GovernanceESG Committee

The NominationsNominating and GovernanceESG Committee’s responsibilities include:

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,

in Rutland, Vermont, and our Montpelier, Vermont facility, and provide for aggregate monthly payments by us of $28,877, subject to an annual escalation provision based on increases in the consumer price index, through their expiration in August 2023.

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, 20202021 to December 31, 2020,2021, we paid an aggregate of $8,091$12,221 pursuant to this arrangement. As of December 31, 2020,2021, we had accrued $25,333$14,108 for costs related to those post-closure obligations.

purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that 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.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in ourthe Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020.2021.

Following the completion of the Audit Committee’s review of ourthe Company’s financial statements for the fiscal year ended December 31, 20202021 and ourthe 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 ourthe 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 ourthe Company’s independent auditors for the fiscal year ending December 31, 2021.2022.

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 ourthe Company’s independent auditors.

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

Our 2020 Sustainability Report providesand 2021 Sustainability Progress Report provide detailed information about the alignment of our business strategy and key sustainability and social responsibility initiatives. In addition, the report2020 Sustainability Report provides baseline 2019 data and sets ten 2030 goals to advance important initiatives. The 2021 Sustainability Progress Report provides a brief update related to our initial progress against the 2030 goals. Below is a high-level overview of these goals.

Diversity, Equity and Inclusion

Our commitment to workplace diversity and to fostering a culture of inclusion is rooted in our core values of service, trust, responsibility, integrity, continuous improvement and teamwork. Only by bringing our diverse backgrounds, cultures and perspectives together can we develop the innovative solutions needed to build a better tomorrow for the communities and customers we serve. Our vision is to draw on our core values to achieve diversity throughout our workforce, including our leadership, through the following initiatives:

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 2020.2021. For fiscal 2020,2021, our named executive officers were:

Effective as of March 31, 2022, Mr. Heald retired from his position as Vice President of Finance and Chief Accounting Officer, and transitioned into the role of Finance Advisor, effective as of April 1, 2022.

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:

Company Performance Highlights and Execution Against Fiscal 2021 Strategic Plan

Over the last several years, we have performed well against our key strategic initiatives, with this solid execution translating into strong stockholder value creation in fiscal 2020.2021.

In early August 2017, we announced theour long-term strategic Fiscal 2021 Plan. The Fiscal 2021 Plan remains focused on enhancing stockholder returns by improving cash flows and reducing debt leverage through the following strategic initiatives:

To supportThrough a focused effort and disciplined approach, we exceeded the key financial and operational goals set forth within the Fiscal 2021 Plan. Our stock price increased from the date of our efforts,announcement of the Fiscal 2021 Plan until December 31, 2021 by more than 400%. In February 2022, we continue to invest in our employees through leadership development, our career paths program that helps to build long-term development for our employees, technical training for key roles such as drivers and mechanics, and incentive compensation structures that seek to align our employees’ incentives withannounced our long-term goal to improve cash flowsstrategic Fiscal 2024 Plan. The Fiscal 2024 Plan builds on the Fiscal 2021 Plan and returns on invested capital.

As an essential service provider, it was critical forestablishes the Company to keep our employees safeadditional strategic initiative of strengthening the foundational pillars of people, technology, sustainable growth, and to provide service for our customers throughout the COVID-19 pandemic. We accomplished this goal by adhering to CDC guidelines, providing the necessary personal protective equipment to our employees, adjusting safety protocols for each role, and moving back-office roles to work from home by leveraging our technology investments. To recognize and thank our frontline and back-office employees for a job well done in fiscal 2020, we awarded all of our hourly employees a $1.8 million “hero’s bonus” just before Labor Day and a special holiday bonus in early December. We also worked to ensure access to pandemic related government essential worker incentives available for our people.facilities.

Our execution against our long-term strategy has resulted in strong financial performance and positive total shareholder returns over the last five years. This execution continued into fiscal 2020 despite the significant headwinds from the COVID-19 pandemic,2021 with revenues up $31.3$114.6 million or 4.2%14.8%, net income up $59.5down $(50.0) million or 187.8%,(54.9%) as the fourth quarter of fiscal 2020 included a $55.0 million non-recurring benefit to income taxes due to the reversal of a valuation allowance, Adjusted EBITDA^*EBITDA* up $14.9$32.2 million or 9.5%18.8%, Adjusted Operating Income* up $3.7$18.6 million or 5.9%28.3%, net cash provided by operating activities up $23.1$42.8 million or 19.8%30.6%, and Adjusted Free Cash Flow* up $13.7$26.2 million or 24.7%37.9%, from the fiscal year ended December 31, 2019. Our strong execution has resulted2020.

The tables below, in +182.9% total shareholder return from January 1, 2018 through December 31, 2020.some instances on an adjusted basis to exclude certain items, set forth our financial performance (dollars in millions and as a percentage of revenues):

Fiscal 20202021 Compensation Decisions

Our compensation decisions and payouts for fiscal 2020,2021, including with respect to our named executive officers, were based on company and individual performance 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.