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Casella Waste Systems (NASDAQ: CWST) outlines new COO agreement terms

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8-K/A

Rhea-AI Filing Summary

Casella Waste Systems, Inc. amended an earlier report to describe a formal employment agreement with its new Executive Vice President and Chief Operating Officer, Damian A. Ribar, whose employment and appointment became effective on July 20, 2026.

Under the agreement, Mr. Ribar will receive an annual base salary of $500,000 and is eligible for an annual cash bonus of up to 85% of base salary, plus potential equity awards in stock options, RSUs or PSUs as determined by the Compensation and Human Capital Committee. If his employment is terminated without cause or for good reason, he is entitled to cash severance equal to his highest base salary plus target annual cash incentive, payment of accrued salary, any determined but unpaid prior-year bonus, unused vacation, continued healthcare benefits for one year, and accelerated vesting of outstanding equity awards. The full employment agreement will be filed with the company’s Form 10-Q for the quarter ended June 30, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Annual base salary $500,000 Base salary for Damian A. Ribar as EVP and COO under the Employment Agreement
Maximum annual cash bonus 85% of annual base salary Potential cash bonus opportunity each fiscal year as determined by the board committee
Healthcare benefits duration 1 year Period of continued healthcare benefits following qualifying termination without cause or for good reason
Employment commencement date July 20, 2026 Date Mr. Ribar’s employment and COO role become effective
restricted stock units financial
"issuance of additional stock options, restricted stock units ("RSUs") or performance-based"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based stock units financial
"restricted stock units ("RSUs") or performance-based stock units ("PSUs") or"
Performance-based stock units are company promises to deliver shares or cash to employees or executives only if the business hits specific financial or operational goals over a set period. Like a bonus that only pays out when certain milestones are reached, they link pay to company performance and matter to investors because they can dilute the share count, affect reported earnings when they vest, and signal how management is being incentivized.
Non-Equity Incentive Plan financial
"target annual cash incentive compensation opportunity under the Company’s Non-Equity Incentive Plan"
accelerated vesting financial
"and (d) the accelerated vesting of any stock options, RSUs or other equity grants"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive employment agreement did Casella Waste Systems (CWST) disclose?
Casella Waste Systems disclosed an employment agreement with Damian A. Ribar as Executive Vice President and Chief Operating Officer, effective July 20, 2026. The agreement sets his salary, bonus opportunities, equity eligibility, and severance protections in the event of certain terminations.

What is Damian A. Ribar’s base salary as COO of Casella Waste Systems (CWST)?
Damian A. Ribar will receive an annual base salary of $500,000 as Executive Vice President and Chief Operating Officer. This fixed cash component forms the foundation for his variable compensation, including bonus opportunities tied to his base salary level.

What bonus opportunities does Damian A. Ribar have at Casella Waste Systems (CWST)?
Mr. Ribar is eligible for a cash bonus of up to 85% of his annual base salary. He may also receive additional equity compensation in the form of stock options, RSUs or PSUs, or a combination of cash and equity, as determined annually by the board committee.

What severance benefits does Damian A. Ribar receive if terminated without cause at Casella Waste Systems (CWST)?
If terminated without cause or for good reason, Mr. Ribar receives cash equal to his highest base salary plus target annual cash incentive, accrued salary, any determined but unpaid prior-year bonus, unused vacation, one year of healthcare benefits, and accelerated vesting of his equity awards.

When does Damian A. Ribar’s employment with Casella Waste Systems (CWST) begin?
Damian A. Ribar’s employment with Casella Waste Systems begins on July 20, 2026, which is also the effective date of his appointment as Executive Vice President and Chief Operating Officer under the disclosed employment agreement.

Where will investors find the full text of Damian A. Ribar’s employment agreement with CWST?
The company states that the full text of Mr. Ribar’s Employment Agreement will be filed as an exhibit to its Form 10-Q for the fiscal quarter ended June 30, 2026, providing detailed contractual terms beyond the summarized compensation and severance provisions.
0000911177false00009111772026-06-262026-06-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 8-K/A
(Amendment No. 1)
__________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2026
__________________________________________
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________________________
Delaware 000-23211 03-0338873
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
25 Greens Hill Lane,
Rutland,Vermont05701
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.01 par value per shareCWSTThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on the Current Report on Form 8-K filed by Casella Waste Systems, Inc. (the “Company”) on July 1, 2026 (the “Original 8-K”), the Company announced the appointment of Damian A. Ribar as Executive Vice President and Chief Operating Officer of the Company, effective as of July 20, 2026, which is the date of commencement of his employment with the Company. The Company is filing this amendment to the Original 8-K to report that on July 20, 2026 in connection with such appointment, the Company entered into an employment agreement with Mr. Ribar (the “Employment Agreement”).
Pursuant to the terms of the Employment Agreement, Mr. Ribar will receive an annual base salary of $500,000. He will also be eligible to receive a bonus consisting of (i) a cash bonus of up to 85% of his annual base salary, (ii) the issuance of additional stock options, restricted stock units (“RSUs”) or performance-based stock units (“PSUs”) or (iii) a combination of both cash and stock options, RSUs or PSUs, in each case in an amount to be determined by the Compensation and Human Capital Committee of the Company’s board of directors after the conclusion of each fiscal year.
In the event of a termination of Mr. Ribar’s employment without “cause” or for “good reason” (as such terms are defined in the Employment Agreement), he will be entitled to (a) payment of an amount equal to the sum of (i) the highest base salary paid to him at any time prior to such termination and (ii) his target annual cash incentive compensation opportunity under the Company’s Non-Equity Incentive Plan for the fiscal year in which such termination occurs; (b) an amount in cash equal to (i) any accrued but unpaid base salary, (ii) any bonus relating to the prior fiscal year which, as of the date of termination, has been determined by the Company but not yet paid prior to the date of termination, and (iii) any vacation accrued but unused prior to the date of termination; (c) healthcare benefits for a period of one year from the date of termination; and (d) the accelerated vesting of any stock options, RSUs or other equity grants that have been issued by the Company to Mr. Ribar.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which will be filed with the Company's Form 10-Q for the fiscal quarter ended June 30, 2026.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 CASELLA WASTE SYSTEMS, INC.
Date: July 20, 2026 By: /s/ Bradford J. Helgeson
  Bradford J. Helgeson
  Executive Vice President and Chief Financial Officer

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Source: View Original Filing on SEC EDGAR

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