| | IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: | | | |||
| | This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, | | | |||
| | ![]() ![]() | | | You may submit your proxy via the Internet by following the instructions provided in the Notice or, if you received printed copies of the proxy materials, on your proxy card. | | |
| | ![]() ![]() | | | If you received printed copies of the materials in accordance with the instructions in the Notice, you also have the option to submit your proxy by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May | | |
| | ![]() ![]() | | | If you received printed copies of the proxy materials in accordance with the instructions in the Notice and would like to submit your proxy by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. | | |
| | If your shares of Common Stock are held in street name, you will receive instructions from your broker, bank or nominee that you must follow in order to have your shares of Common Stock voted at the Annual Meeting. | | |
| ![]() ![]() Courtney A. Tippy Corporate Secretary April 2, 2024 | | | Enroll in Electronic Delivery Today. Help us save paper, time and money! If | |
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| GENERAL INFORMATION | |
| | | Matter | | | Board Vote Recommendation | | |
| 1 | | | Election of Director Nominees set forth in this Proxy Statement | | | FOR each director nominee | |
| 2 | | | Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year | | | FOR | |
| 3 | | | | | FOR | | |
| 4 | | | | | |
| GENERAL INFORMATION | |
| | | | | | | | | | | | | Committee | | ||||||||||||
| Name | | | Age | | | Tenure | | | Independent | | | Audit | | | Management Development & Compensation | | | Nominating & Governance | | ||||||
| Thomas L. Bené | | | 61 | | | 2024 – Present | | | ![]() | | | | | | ![]() | | | | | ||||||
| Bruce E. Chinn | | | 67 | | | 2023 – Present | | | ![]() | | | ![]() | | | | | | | | ||||||
| James C. Fish, Jr. | | | | | 2016 – Present | | | | | | | | | | | | | | |||||||
| Andrés R. Gluski | | | | | 2015 – Present | | | ![]() ![]() | | | ![]() ![]() | | | ![]() ![]() | | | | | |||||||
| Victoria M. Holt | | | | | 2013 – Present | | | ![]() ![]() | | | ![]() ![]() | | | | | | ![]() ![]() | | |||||||
| Kathleen M. Mazzarella | | | | | 2015 – Present | | | ![]() | ![]() ![]() | | | ![]() ![]() | | | ![]() | | | ![]() | | ||||||
| Sean E. Menke | | | | | 2021 – Present | | | ![]() ![]() | | | ![]() ![]() | | | | | | ![]() | | |||||||
| William B. Plummer | | | | | 2019 – Present | | | ![]() ![]() | | | ![]() ![]() | | | ![]() ![]() | | | | ||||||||
![]() | ![]() | ![]() | | |||||||||||||||||||||||
| Maryrose T. Sylvester | | | | | 2021 – Present | | | ![]() ![]() | | | | | | ![]() | |||||||||||
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| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| THE AUDIT COMMITTEE Members: Number of Meetings Held in | | |||
| William B. Plummer, Chair Bruce E. Chinn Andrés R. Gluski | | | Victoria M. Holt Kathleen M. Mazzarella Sean E. Menke | |
| Mr. Plummer has been the | | |||
| Key Functions | | |||
| The Audit Committee’s duties are set forth in a written charter that was approved by the Board of Directors. A copy of the charter can be found | | |||
| Administrative Responsibilities • Report to the Board, at least annually, all public company audit committee memberships by members of the Audit Committee; • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board; and • | | |||
| Financial Statements • Review financial statements and Forms 10-K and 10-Q with management and the independent auditor; • Review all earnings press releases and discuss with management the type of earnings guidance that we provide to analysts and rating agencies; • Discuss with the independent auditor any material changes to our accounting principles and matters required to be communicated by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301 Communications with Audit Committees; • Review our financial reporting, accounting and auditing practices with management, the independent auditor and our internal auditors; • Review management’s and the independent auditor’s assessment of the adequacy and effectiveness of internal controls over financial reporting; and • Review executive officer certifications related to our reports and filings. | | |||
| Independent Auditor • Engage an independent auditor, determine the auditor’s compensation and replace the auditor if necessary; • • Review the independence of the independent auditor and establish our policies for hiring current or former employees of the independent auditor; • • Evaluate the lead partner of our independent audit team and review a report, at least annually, describing the independent auditor’s internal control procedures; and • Pre-approve all services, including non-audit engagements, provided by the independent auditor. | | |||
| Internal Audit • Review the plans, staffing, reports and activities of the internal auditors; and • Review and establish procedures for receiving, retaining and handling complaints, including anonymous complaints by our employees, regarding accounting, internal controls and auditing matters. | |
| BOARD OF DIRECTORS | |
| AUDIT COMMITTEE REPORT | |
| The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf of the Board of Directors, to recommend to the Board whether the Company’s financial statements should be included in the Company’s Annual Report on Form 10-K and to select the independent auditor for ratification by stockholders. Company management is responsible for the Company’s financial statements as well as for its financial reporting process, accounting principles and internal controls. The Company’s independent auditors are responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States. | |
| The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, • First, the Audit Committee discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm for fiscal year • Second, the Audit Committee discussed with Ernst & Young LLP its independence and received from Ernst & Young LLP a letter concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit Committee also considered whether the provision of other non-audit services to the Company is compatible with the auditor’s independence. • Third, the Audit Committee met periodically with members of management, the internal auditors and Ernst & Young LLP to review and discuss internal controls over financial reporting. Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting as of December 31, • Finally, the Audit Committee reviewed and discussed, with the Company’s management and Ernst & Young LLP, the Company’s audited consolidated balance sheet as of December 31, • The Committee has also discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans of their respective audits. The Committee meets periodically with both the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls over financial reporting. • The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are not experts in matters involving auditing or accounting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports and statements presented to them by Company management and by the independent registered public accounting firm. • Based on the reviews and discussions explained above (and without other independent verification), the Audit Committee recommended to the Board (and the Board approved) that the Company’s financial statements be included in its The Audit Committee of the Board of Directors William B. Plummer, Chair Bruce E. Chinn Andrés R. Gluski Victoria M. Holt Kathleen M. Mazzarella Sean E. Menke | |
| BOARD OF DIRECTORS | |
| THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE Members:Number of Meetings Held in | | |||
| Andrés R. Gluski, Chair Thomas L. Bené Kathleen M. Mazzarella | | | William B. Plummer John C. Pope Maryrose T. Sylvester | |
| Mr. Gluski has served as the | | |||
| Key Functions Our MD&C Committee is responsible for overseeing our executive officer compensation, as well as developing the Company’s compensation philosophy generally. The MD&C Committee’s written charter, which was approved by the Board of Directors, can be found • Review and establish policies governing the compensation and benefits of our executive officers; • Approve the compensation of our executive officers and set the • Conduct an annual evaluation of our Chief Executive Officer by all independent directors and set his compensation; • Oversee the administration of our equity-based incentive plans; • Review the results of the stockholder advisory vote on executive compensation and consider any implications of such voting results on the Company’s compensation programs; • Recommend to the full Board new Company compensation and benefit plans or changes to our existing plans; • Evaluate and recommend to the Board the compensation paid to our non-employee directors; • Review the independence of the MD&C Committee’s compensation consultant annually; and • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board. In overseeing compensation matters, the MD&C Committee may delegate authority for day-to-day administration and interpretation of the Company’s plans, including selection of participants, determination of award levels within plan parameters, and approval of award documents, to Company employees. However, the MD&C Committee may not delegate any authority to Company employees under those plans for matters affecting the compensation and benefits of the executive officers. | | |||
| COMPENSATION COMMITTEE REPORT The MD&C Committee has reviewed and discussed the Compensation Discussion and Analysis | | |||
| The Management Development and Compensation Committee of the Board of Directors | | |||
| Andrés R. Gluski, Chair Kathleen M. Mazzarella William B. Plummer John C. Pope Maryrose T. Sylvester | |
| BOARD OF DIRECTORS | |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During | | |||
| THE NOMINATING AND GOVERNANCE COMMITTEE | | |||
| Members: | | | Number of Meetings Held in | |
| Victoria M. Holt, Chair Kathleen M. Mazzarella Sean E. Menke | | | John C. Pope Maryrose T. Sylvester | |
| Ms. | | |||
| Key Functions The Nominating and Governance Committee has a written charter that has been approved by the Board of Directors and can be found • Review and recommend the composition of our Board, • Evaluate the charters of each of the committees and recommend directors to serve as committee chairs; • • Review individual director’s performance in consultation with the • Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee directors to • • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board; • • Review stockholder proposals received for inclusion in the Company’s proxy statement and recommend action to be taken with regard to the proposals to the Board; and • • Identify and recommend to the Board candidates to fill director vacancies. The Nominating and Governance Committee is continually engaged in reviewing the skills, expertise and qualifications of our existing directors, as well as potential external candidates, to identify and nominate the best possible candidates to guide and support the Company’s strategy and its commitment to serve and care for our customers, the environment, the communities in which we work and our stockholders. This is a process that the Nominating and Governance Committee believes should continue to involve significant subjective judgments. With the assistance of an external consultant, the Nominating and Governance Committee identified Mr. Thomas L. Bené as a potential director candidate. Following a robust consideration process summarized below and recommendation by the Nominating and Governance Committee, the Board increased its size to 10 members and elected Mr. Bené to serve as a member of our Board, effective March 1, 2024. The Nominating and Governance Committee also recommended, and the Board approved, appointment of Mr. Bené to the MD&C Committee. Mr. Bené is a nominee for re-election at the Annual Meeting. | |
| BOARD OF DIRECTORS | |
| The Nominating and Governance Committee considers current and future needs of the Board as a whole and reviews a matrix of experience, skills and expertise to inform nominee criteria. The Committee recommends individuals as nominees based on an evaluation of all factors deemed relevant, including personal and professional integrity and sound judgment, business and professional skills and experience, independence, possible conflicts of interest, diversity and the potential for effectiveness, in conjunction with the other directors, to serve the long-term interests of the stockholders. The Committee seeks diversity of background, thoughts and opinions on the Board obtained through, among other factors, diversity in business experience, professional expertise, gender and racial / ethnic background. The Nominating and Governance Committee has considered the gender and racial / ethnic composition of our Board, including the presence of three women, Mr. Plummer’s and Mr. Chinn’s self-identification as African American / Black and Mr. Gluski’s self-identification as Hispanic, and believes these factors, among numerous others, contribute to a valuable diversity of background, thoughts and opinions on our Board. | |
| When nominating or re-nominating individuals to serve as directors of the Company, the Nominating and Governance Committee also The Nominating and Governance Committee will consider all potential nominees on their merits and welcomes suggestions from directors, members of management, and stockholders. Before being recommended for nomination by the Committee, director candidates are interviewed by the Chief Executive Officer, the | |
| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| BOARD OF DIRECTORS | |
| Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | ||||||||||||||||||||||||
| Frank M. Clark, Jr.(2) | | | | 67,500 | | | | | 82,541 | | | | | 150,041 | | | Bruce E. Chinn(2) | | | | 106,800 | | | | | 160,125 | | | | | 266,925 | | | ||||||
| Andrés R. Gluski(3) | | | | 128,600 | | | | | 165,039 | | | | | 293,639 | | | Andrés R. Gluski | | | | 140,000 | | | | | 179,992 | | | | | 319,992 | | | ||||||
| Victoria M. Holt | | | | 115,000 | | | | | 165,039 | | | | | 280,039 | | | Victoria M. Holt(3) | | | | 133,775 | | | | | 179,992 | | | | | 313,767 | | | ||||||
| Kathleen M. Mazzarella | | | | 135,000 | | | | | 165,039 | | | | | 300,039 | | | Kathleen M. Mazzarella(4) | | | | 198,785 | | | | | 248,798 | | | | | 447,583 | | | ||||||
| Sean E. Menke(4) | | | | 95,833 | | | | | 137,542 | | | | | 233,375 | | | Sean E. Menke | | | | 120,000 | | | | | 179,992 | | | | | 299,992 | | | ||||||
| William B. Plummer | | | | 140,000 | | | | | 165,039 | | | | | 305,039 | | | William B. Plummer | | | | 145,000 | | | | | 179,992 | | | | | 324,992 | | | ||||||
| John C. Pope | | | | 115,000 | | | | | 165,039 | | | | | 280,039 | | | John C. Pope | | | | 120,000 | | | | | 179,992 | | | | | 299,992 | | | ||||||
| Maryrose T. Sylvester(4) | | | | 95,833 | | | | | 137,542 | | | | | 233,375 | | | Maryrose T. Sylvester | | | | 120,000 | | | | | 179,992 | | | | | 299,992 | | | ||||||
| Thomas H. Weidemeyer | | | | 215,000 | | | | | 264,967 | | | | | 479,967 | | | Thomas H. Weidemeyer(5) | | | | 110,000 | | | | | 140,045 | | | | | 250,045 | | |
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| ELECTION OF DIRECTORS | |
| | | | Bené | | | Chinn | | | Fish | | | Gluski | | | Holt | | | Mazzarella | | | Menke | | | Plummer | | | Sylvester | |
| SKILLS AND EXPERIENCE | | |||||||||||||||||||||||||||
| Executive Leadership | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| Public Company Board and Governance | | | ![]() | | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| Strategic Planning | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| Operational Excellence | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| Financial Expertise and Capital Allocation | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | |
| Human Capital Management | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | | ![]() | |
| Sustainability/ Environmental/ Renewable Energy | | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | | ![]() | | | ![]() | |
| Digital / Information Technology / Cybersecurity | | | ![]() | | | ![]() | | | | | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| Risk Management | | | | | | ![]() | | | | | | ![]() | | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| DEMOGRAPHICS | | |||||||||||||||||||||||||||
| Gender | | | Male | | | Male | | | Male | | | Male | | | Female | | | Female | | | Male | | | Male | | | Female | |
| Race/Ethnicity | | | White/ Caucasian | | | Black/ African American | | | White/ Caucasian | | | Hispanic | | | White/ Caucasian | | | White/ Caucasian | | | White/ Caucasian | | | Black/ African American | | | White/ Caucasian | |
| ELECTION OF DIRECTORS | |
| ![]() | | | Executive Leadership | | | | ![]() | | | Public Company Board and Governance | | | | ![]() | | | Strategic Planning | |
| Directors who hold or have held significant executive leadership positions with large organizations provide unique insights. These individuals have valuable experience developing talent and solving problems in large, complex organizations and can capably and confidently advise the Company’s senior leadership team on a wide range of issues. These individuals often possess extraordinary leadership qualities and have the ability to identify and develop these qualities in others. | | | | Directors with a history of service on other public company boards help our Board function effectively by drawing on knowledge of governance best practices. These individuals bring a practical understanding of organizations and processes and the importance of management accountability, transparency, and the protection of stockholder interests. These individuals help our Board structure and execute its independent oversight of management. | | | | Directors with experience developing and driving the strategic direction and growth of large organizations provide valuable guidance to the Company’s senior leadership team. These individuals have expertise in areas including transformation, innovation and change management. These individuals often also have sophisticated experience in growth through large corporate transactions, including mergers & acquisitions. | | |||||||||
| ![]() | | | Operational Excellence | | | | ![]() | | | Financial Expertise and Capital Allocation | | | | ![]() | | | Human Capital Management | |
| ![]() | | | | Directors with a deep understanding of finance and financial reporting lead our Board’s oversight of financial performance and robust internal controls. These individuals have expertise in designing and implementing financing and capital allocation strategies, evaluating stockholder returns and accessing capital markets. These individuals have knowledge of corporate finance and accounting standards necessary for effective oversight of public company financial reporting. | | | | Directors with experience in human capital management provide valuable guidance in support of the Company’s People First strategy. These individuals understand the dynamics of attracting, motivating, and retaining talented and engaged employees. These individuals have expertise in talent management, succession planning and creating a diverse and inclusive workplace that prioritizes safety as a core value. | | |||||||||
| ![]() | | | Sustainability/Environmental/ Renewable Energy | | | | ![]() | | | Digital/Information Technology/ Cybersecurity | | | | ![]() | | | Risk Management | |
| Directors with experience overseeing development, implementation and assessment of sustainability strategies, and risks and opportunities related to sustainability and provision of environmental services, support the Company’s ability to deliver on its sustainability growth strategy, goals and commitments. These individuals understand the importance of linking sustainability and renewable energy to the creation of long-term stockholder value, while also operating in an environmentally sound and responsible manner. These individuals also understand the regulatory environment in which the Company operates and the connection of sustainability and corporate responsibility to the Company’s long-standing commitment to environmental stewardship. | | | | Directors with experience in digital and information technology leadership provide valuable perspectives on technology innovation, digital solutions, innovative business models, data analytics, e-commerce applications, marketing strategy and cyber risks. These individuals are particularly engaged in our Board’s oversight of the Company’s comprehensive information security and cybersecurity programs. These individuals also bring knowledge of use of technology to further the Company’s strategy to enhance customer experience and reduce costs and labor intensity through automation. | | | | Directors that have participated in development, implementation and evaluation of sophisticated risk management programs are critical in helping our Board fulfill its responsibilities with respect to risk oversight and mitigation. These individuals have experience in effectively identifying, prioritizing and managing a broad spectrum of complex and significant risks facing a large public company. | |
| ELECTION OF DIRECTORS | |
| Thomas L. Bené | | ||||
| ![]() Age: 61 Director since: March 2024 Board Committee: Management Development & Compensation | | | | Position and Business Experience President and Chief Executive Officer — Breakthru Beverage Group, LLC (private beverage wholesale distributor) since October 2021. Former President and Chief Executive Officer — National Restaurant Association, served from June 2020 to September 2021. Former President and Chief Executive Officer — Sysco Corporation (multinational wholesale restaurant distributor), served from 2018 to January 2020; also served as Executive Advisor from February 2020 to March 2020. Director of Sysco Corporation from 2018 to January 2020. Qualifications Tom Bené has four decades of experience executing on strategic business priorities and delivering financial growth for large companies. Since 2021, he has served as President and Chief Executive Officer of Breakthru Beverage Group, where he is focused on leading the company through a period of growth and expansion by driving new capabilities and innovation. Prior to his current role, he held several operations and business leadership roles at Sysco Corporation, including serving as President, Chief Executive Officer, and Chairman. Before joining Sysco in 2013, Mr. Bené spent over 20 years at PepsiCo in numerous roles of increasing responsibility and scale. Mr. Bené has a proven track record of driving growth and modernizing business models throughout his career. Through his prior operations and management positions, Mr. Bené has gained valuable insight and knowledge in the areas of leadership and management development, corporate strategy development, merchandising, sales, marketing, revenue management, shared services and distribution and supply chain management. Mr. Bené shares his deep experience in logistics, as well as his focus on differentiation through the use of technology and providing outstanding customer service, to further our Company’s growth and optimization strategy. In addition, his dedication to employee development complements the Company’s People First commitment. Mr. Bené holds a bachelor of science degree in business administration from the University of Kansas. | |
| ELECTION OF DIRECTORS | |
| Bruce E. Chinn | | ||||
| ![]() Age: 67 Director since: February 2023 Board Committee: Audit | | | | Position and Business Experience Retired President and Chief Executive Officer — Chevron Phillips Chemical Company LLC, or CPChem, (global petrochemical joint venture of Chevron USA Inc. and Philips 66 Company), served from April 2021 to March 2024; currently serving as Executive Advisor to CPChem since March 2024. Director of CPChem from November 2020 to March 2024. Also served as President, Chemicals for Chevron Corporation (multinational energy corporation) from May 2020 to March 2021 and President, Chevron Oronite (global lubricant and fuel additives business) for Chevron Corporation from 2018 to April 2020. Qualifications In his recent position as President, Chief Executive Officer and a Director of CPChem, Bruce Chinn focused on leading the company through a period of sustainable growth. Mr. Chinn has over 40 years of experience driving operational, safety, and financial results. Previously, he held several operations and business roles at Chevron Corporation, leading large, diverse organizations. In these roles, Mr. Chinn focused on performance, partnership, and safety, while striving for continued success in the business and community. Mr. Chinn began his career at DuPont, where he held positions of increasing responsibility in manufacturing, technical, commercial and business leadership at the U.S. and international level. Mr. Chinn brings extensive knowledge of circular solutions and renewable energy that is aligned with our Company’s strategic focus on making sustainability growth investments in our recycling and renewable energy businesses. His operations leadership expertise bolsters our continued efforts to drive operating efficiencies, enhance our safety culture and differentiate our service offerings. Mr. Chinn’s broad and expansive dedication to operating excellence and developing strong corporate culture provides valuable perspective to the Board, and his experience allows him to share specific insight into focus areas such as renewable energy transition, environmental regulation and compliance, international exposure and risk management. Mr. Chinn serves on the American Institute of Chemical Engineers Foundation Board of Trustees, and he serves as a board director and executive committee member of the Alliance to End Plastic Waste and the American Chemistry Council. Mr. Chinn holds a bachelor of science degree in chemical engineering from Texas A&M University. | |
| ELECTION OF DIRECTORS | |
| James C. Fish, Jr. | | ||||
| ![]() Age: 61 Director since: November 2016 | | | | Position and Business Experience President, Chief Executive Officer and Director — Waste Management, Inc. since 2016. Director of Caterpillar Inc. since March 2023. Qualifications Jim Fish has served as our President and Chief Executive Officer and a Director since 2016. Over more than 20 years, Mr. Fish has held several key positions in our Company, including President and Chief Financial Officer; Senior Vice President — Eastern Group; Area Vice President for Pennsylvania and West Virginia; Market Area General Manager for Massachusetts and Rhode Island; Vice President of Price Management; and Director of Financial Planning and Analysis. Before joining our Company, Mr. Fish held finance and revenue management positions at Westex, a Yellow-Roadway subsidiary, Trans World Airlines, and America West Airlines. He began his professional career at KPMG Peat Marwick. Mr. Fish’s extensive leadership and operational experience, together with his tremendous understanding of the environmental services industry, are instrumental to the development and successful execution of our growth strategy to deliver stockholder value. Additionally, through his professional and educational experience, Mr. Fish has developed valuable expertise in accounting, external reporting, investor relations, human capital and performance management, and risk management. Mr. Fish oversees our Digital organization, and participates directly in matters related to cybersecurity and information security risk mitigation and response strategies. As North America’s largest comprehensive environmental solutions provider, sustainability is embedded in all aspects of our business. As our President and Chief Executive Officer, Mr. Fish has a thorough understanding of the risks and opportunities presented in the areas of sustainability and environmental protection. Mr. Fish is deeply involved in our efforts to mitigate such risks and capitalize on such opportunities in order to deliver on our brand promise, ALWAYS WORKING FOR A SUSTAINABLE TOMORROW®. Mr. Fish also champions the importance of our people-first commitment and the necessity of creating a culture that truly puts the needs of WM employees first. As part of that people-first culture, Mr. Fish has been actively involved in developing initiatives to promote inclusion and diversity throughout the Company’s population of approximately 48,000 employees. Mr. Fish earned a bachelor’s degree in accounting from Arizona State University and a master’s degree in business administration, with emphasis on finance, from the University of Chicago. He is also a Certified Public Accountant. | |
| ELECTION OF DIRECTORS | |
| Andrés R. Gluski | | ||||
| ![]() Age: 66 Director since: January 2015 Board Committees: Audit and Management Development & Compensation (Chair) | | | | Position and Business Experience President, Chief Executive Officer and Director — The AES Corporation (global energy company) since Director of AES Gener (Chile) from 2005 to January 2020. Qualifications Prior to joining AES, Mr. Gluski served in a broad range of roles in the public and private sectors, including working as Executive Vice President of Corporate and Investment Banking in Grupo Santander. Mr. Gluski served as a member of the President’s Export Council from 2013 to 2016 and served as an expert witness at U.S. Congressional hearings on the Mr. Gluski has also focused on shaping an inclusive, innovative workplace at AES with a diverse and inclusive culture throughout the world. These efforts have given Mr. Gluski valuable expertise in the areas of human capital management and diversity, equity and inclusion that he utilizes in his role as Chair of the Management Development & Compensation Committee of the Board. Mr. Gluski has been The depth and Mr. Gluski holds a bachelor’s degree from | |
| ELECTION OF DIRECTORS | |
| Victoria M. Holt | | ||||
| ![]() ![]() Age: Director since: January 2013 Board Committees: Audit and Nominating & Governance (Chair) | | | | Position and Business Experience Retired President and Chief Executive Officer — Proto Labs, Inc. (online and technology-enabled quick-turn manufacturer), served from 2014 to March 2021; also served as Director from 2014 — May 2021. Director of Piper Sandler Companies since September 2019. Director of A. O. Smith Corp. since April 2021. Qualifications Victoria Holt joined Proto Labs, Inc. as President, Chief Executive Officer and a Director in 2014, retiring in 2021. With manufacturing facilities in five countries, Proto Labs is a leading e-commerce technology enabled digital manufacturer of custom prototypes and on-demand product parts. Ms. Holt began her career at Monsanto Company, where she held various assignments of increasing responsibility before moving to Solutia, Inc., a divestiture of the Monsanto Company’s chemical business, as Vice President and General Manager Performance Films. Ms. Holt later held various roles with PPG Industries, Inc., a leading coatings and specialty products company, including Senior Vice President of Glass and Fiber Glass. Ms. Holt then served as President and Chief Executive Officer of Spartech Corporation, a leading provider of plastic sheet, compounds and packaging products, until its sale to PolyOne in 2013. Ms. Holt has Ms. Holt has developed expertise in corporate governance as a member of the public company boards listed above, in addition to experience serving on private company boards, and she shares this expertise with the Company’s Board in her position as Chair of the Nominating and Governance Committee. She also Ms. Holt holds a bachelor’s degree in chemistry from Duke University and a master’s degree in business administration from Pace University. Ms. Holt has completed the National Association of Corporate Directors (NACD) Cyber Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight. | |
| ELECTION OF DIRECTORS | |
| Kathleen M. Mazzarella | | ||||
| ![]() ![]() Age: Director since: October 2015 Chair of the Board since: May 2023 Board Committees: Audit, Management Development & Compensation and Nominating & Governance | | | | Position and Business Experience Chairman, President and Chief Executive Officer — Graybar Electric Company, Inc. (distributor of electrical, communications and data networking products and provider of related supply chain management and logistics services) since Director of Cigna Corporation since Director of Express Scripts Holding Company from Director of Core & Main since January 2019. Qualifications Ms. Mazzarella has been instrumental in developing and communicating Graybar’s commitment to sustainability initiatives. Graybar focuses on sustainability in the way it operates and in the innovative solutions it provides to its customers. The company offers energy-saving products, renewable energy solutions and supply chain services that support sustainable construction, renovation and maintenance of infrastructure and facilities. The company also invests in the communities it serves and emphasizes integrity, inclusion and opportunity for all employees. Ms. Mazzarella brings her deep and valuable experience leading Ms. Mazzarella holds an In addition to the public company boards listed above, Ms. Mazzarella also serves on the board of the National Association of Wholesaler-Distributors (NAW) and previously served on the board of the NAW Institute for Distribution Excellence. Ms. Mazzarella previously served as Chairman of the Federal Reserve Bank of St. Louis, and she has experience serving on | |
| ELECTION OF DIRECTORS | |
| Sean E. Menke | | ||||
| ![]() ![]() Age: Director since: March 2021 Board Committees: Audit and Nominating & Governance | | | | Position and Business Experience Director of Sabre Corporation since 2016. Also served as Chief Executive Officer of Sabre Corporation from 2016 to April 2023 and as President of Sabre Corporation from 2016 to December 2021. Qualifications As Chair of the Board of Directors of Sabre Corporation and recent Chief Executive Officer, Sean Menke has experience heading a global network of development, sales, operations and corporate functions. In 2015, Mr. Menke joined Sabre as president of Sabre Travel Network, Sabre’s largest line of business. Under Mr. Menke’s leadership, Sabre won major new business opportunities, increased global market share, secured Sabre’s position as the leading global distribution system in North America, Latin America and Asia-Pacific, and led innovation to enable sales of more customized fares and ancillary products that help drive the changing travel industry landscape. Before joining Sabre, Mr. Menke spent more than 20 years in executive leadership roles in the airline industry. He served as Chief Executive Officer at Frontier Airlines and at Pinnacle Airlines, and he held senior level marketing, operations, customer experience, strategy, planning, sales, distribution and revenue management roles, including with Air Canada and Hawaiian Airlines. He also served as Executive Vice President at IHS Inc., a global information technology company. Mr. Menke is a proven transformation leader, Mr. Menke Mr. Menke holds a | |
| ELECTION OF DIRECTORS | |
| William B. Plummer | | ||||
| ![]() ![]() Age: Director since: August 2019 Board Committees: Audit (Chair) and Management Development & Compensation | | | | Position and Business Experience Retired Executive Vice President and Chief Financial Officer — United Rentals, Inc. (world’s largest equipment rental company), served from 2008 to Director of Global Payments Inc. since Director of Mason Industrial Technology, Inc. Director of Nesco Holdings, Inc. from July 2019 to March 2021. Director of John Wiley & Sons, Inc. from 2003 to September 2019. Qualifications Mr. Plummer brought more than two decades of financial leadership experience when he joined United Rentals, having served in a several executive roles, including as Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc., where he set policy for its global finance and corporate Mr. Plummer brings extensive accounting, audit, internal control, and risk management experience to the Board and as Mr. Plummer holds bachelor’s and master’s degrees in aeronautics and astronautics from Massachusetts Institute of Technology and a master’s degree in business administration from Stanford University. | |
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| ELECTION OF DIRECTORS | |
| Maryrose T. Sylvester | | ||||
| ![]() ![]() Age: Director since: March 2021 Board Committees: Management Development & Compensation and Nominating & Governance | | | | Position and Business Experience Retired U.S. Managing Director and U.S. Head of Electrification — ABB Ltd. (global technology company focused on electrification, robotics, power and automation), served from August 2019 to August 2020. Former President and Chief Executive Officer — Current, powered by GE (energy services and information technology subsidiary of General Electric subsequently acquired by private equity investors), served from 2015 to June Director of Harley-Davidson, Inc. since Director of Vontier Corporation since March 2021. Director of Flex Ltd. since September 2022. Qualifications As U.S. Managing Director and U.S. Head of Electrification for ABB Ltd., Maryrose Sylvester was responsible for ABB’s largest geographical market and the implementation of operational innovations. Ms. Sylvester also championed the company’s diversity and inclusion efforts and accelerated ABB’s Encompass Diversity program. Prior to joining ABB Ltd., Ms. Sylvester spent more than 30 years at General Electric, where she held a number of leadership roles, including serving as President and Chief Executive Officer of each of GE Lighting, GE Intelligent Platforms, which focused on industrial automation, and GE Current, a digital power service business that delivers integrated energy systems. Ms. Sylvester was instrumental in launching the GE Women’s Network. Ms. Sylvester is a strategic, growth-oriented leader |
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| Name | | Shares of Common Stock Owned(1) | | Shares of Common Stock Covered by Exercisable Options(2) | | Name | | Shares of Common Stock Owned(1) | | Shares of Common Stock Covered by Exercisable Options(2) | | ||||||||||||||||
| Andrés R. Gluski | | | | 13,759 | | | | | — | | | Thomas L. Bené | | | | 579 | | | | | — | | | ||||
| Victoria M. Holt | | | | 19,257 | | | | | — | | | Bruce E. Chinn(3) | | | | 1,321 | | | | | — | | | ||||
| Kathleen M. Mazzarella(3) | | | | 11,671 | | | | | — | | | Andrés R. Gluski | | | | 15,975 | | | | | — | | | ||||
| Sean E. Menke | | | | 1,551 | | | | | — | | | Victoria M. Holt(4) | | | | 21,473 | | | | | — | | | ||||
| William B. Plummer | | | | 3,776 | | | | | — | | | Kathleen M. Mazzarella(5) | | | | 14,574 | | | | | — | | | ||||
| John C. Pope | | | | 55,065 | | | | | — | | | Sean E. Menke | | | | 3,767 | | | | | — | | | ||||
| Maryrose T. Sylvester | | | | 1,551 | | | | | — | | | William B. Plummer(6) | | | | 5,992 | | | | | — | | | ||||
| Thomas H. Weidemeyer(4) | | | | 35,324 | | | | | — | | | John C. Pope | | | | 56,461 | | | | | — | | | ||||
| James C. Fish, Jr.(5) | | | | 245,226 | | | | | 140,703 | | | Maryrose T. Sylvester | | | | 3,767 | | | | | — | | | ||||
| Devina A. Rankin | | | | 49,428 | | | | | 37,125 | | | James C. Fish, Jr.(7) | | | | 298,540 | | | | | 63,930 | | | ||||
| John J. Morris, Jr. | | | | 107,552 | | | | | 49,801 | | | Devina A. Rankin | | | | 59,170 | | | | | 65,398 | | | ||||
| Charles C. Boettcher | | | | 31,680 | | | | | 34,518 | | | John J. Morris, Jr. | | | | 90,205 | | | | | 32,503 | | | ||||
| Tara J. Hemmer | | | | 37,517 | | | | | 44,005 | | | Rafael E. Carrasco | | | | 11,006 | | | | | 20,883 | | | ||||
| All directors and executive officers as a group (19 persons)(6) | | | | 738,854 | | | | | 468,586 | | | Tara J. Hemmer | | | | 50,489 | | | | | 52,800 | | | ||||
| All directors and executive officers as a group (21 persons)(8) | | | | 740,508 | | | | | 383,475 | | |
| | | | Shares Beneficially Owned | | |||||||||
| Name and Address | | | Number | | | Percent(1) | | ||||||
| 100 Vanguard Boulevard Malvern, PA 19355 | | | | | | | | | | | | ||
| 500 Fifth Avenue North Seattle, WA 98109 Bill & Melinda Gates Foundation Trust 2365 Carillon Point Kirkland, WA 98033 | | | | | | | | | | | | ||
| BlackRock, Inc. 1000150 Hudson Yards New York, NY | | | | | | | | | | | |
| Name | | | Age | | | Positions Held and Business Experience for Past Five Years | |
| | | | | • | |||
Executive Vice President, Corporate Development and Chief Legal Officer since February 2020. • Senior Vice President, Corporate Development and Chief Legal Officer from May 2019 to February 2020. • Senior Vice President and Chief Legal Officer from | | |||||||
| Rafael E. Carrasco | | | | | • Senior Vice President — Enterprise Strategy since September 2023. • Senior Vice President — Operations • Area Vice President — Greater Mid-Atlantic Area from | | |
| | | | | • Vice President and Chief Accounting Officer since March 2023. • Vice President, Internal Audit and Controls from 2018 to March 2023. | | ||
| Christopher P. DeSantis | | | 60 | | | • Senior Vice President — Operations since October 2023 • Area Vice President — New England from 2009 to October 2023. | |
| Tara J. Hemmer | | | 51 | | | • Senior Vice President and Chief Sustainability Officer since July 2021. • Senior Vice President — Operations from January 2019 to June 2021. | |
| John J. Morris, Jr. | | | | | • Executive Vice President and Chief Operating Officer since January 2019. | | |
| | | | | • | |||
Executive Vice President and Chief Financial Officer since February 2020. • Senior Vice President and Chief Financial Officer from | | |||||||
| | | | | • Senior Vice President and Chief • Senior Vice President and Chief People Officer from August 2022 to February 2023. • Vice President — • Area General Manager from July 2020 to September 2021. • Area Director Collection Operations from April 2019 to July 2020. • Regional Manager, Advanced Disposal Services, Inc. (a waste and environmental services company acquired by our Company in 2020), from 2015 to April 2019. | | ||
| | | | | • Senior Vice President — Operations since January 2023. • Area Vice President — Texas & Oklahoma Area from 2012 to December 2022. | | ||
| Johnson Varkey | | | 52 | | | • Senior Vice President and Chief Information Officer since January 2024. • Vice President and Chief Information Officer from March 2023 to December 2023. • Vice President — Enterprise Digital Services from September 2019 to March 2023. • Senior Vice President and Chief Information Officer, Centrica (an international energy and services company) from March 2019 to August 2019. | |
| Michael J. Watson | | | 54 | | | • Senior Vice President and Chief Customer Officer since | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| Timing | | | Component | | | Purpose | | | Key Features | |
| Current | | | Base Salary | | | To attract and retain executives with a competitive level of regular income | | | Adjustments to base salary primarily consider competitive market data and the executive’s tenure, individual performance and responsibilities. | |
| Short-Term Performance Incentive | | | Annual Cash Incentive | | | To encourage and reward contributions to our annual financial objectives through performance-based compensation subject to challenging, yet attainable, objective and transparent metrics | | | Cash incentives are targeted at a percentage of base salary and range from zero to 200% of target based on the following performance measures: • • Income from Operations • Payouts of cash incentives based on the performance measures above can be increased or decreased by up to 5%, depending on achievement calculated using the sustainability scorecard. The MD&C Committee has discretion to increase or decrease an individual’s cash incentive payment by up to 25% based on individual performance, but such modifier has never been used to increase a payment to a named executive. | |
| Long-Term Performance Incentives | | | Performance Share Units | | | To encourage and reward building long-term stockholder value through successful strategy execution; To retain executives; and To increase stockholder alignment through executives’ stock ownership | | | Number of shares delivered range from zero to 200% of the initial target grant based on performance over a three-year performance period. Payout on half of each executive’s PSUs granted in Payout on the remaining half of the PSUs granted in PSUs earn dividend equivalents that are paid at the end of the performance period based on the number of shares earned. Recipients can defer the receipt of shares, in which case such shares of Common Stock will be paid out, without interest, at the end of the deferral period. | |
| | | | Stock Options | | | To support the growth element of the Company’s strategy and encourage and reward stock price appreciation over the long-term; To retain executives; and To increase stockholder alignment through executives’ stock ownership | | | Stock options granted in Stock options have a term of | |
| | | | Restricted Stock Units (“RSUs”) | | | Used on a limited basis (e.g. promotion, new hire, special recognition) to make awards that encourage and reward long-term performance and increase alignment with stockholders | | | RSUs are not routinely an element of executive compensation, but RSUs typically vest in full three years after the date of grant. Time-based vesting aids retention. Dividend equivalents on RSUs accrue and are paid in cash upon vesting. | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| Named Executive Officer | | 2021 Base Salary | | Named Executive Officer | | 2023 Base Salary | | ||||||||
| Mr. Fish | | | $ | 1,300,000 | | | Mr. Fish | | | $ | 1,400,000 | | | ||
| Ms. Rankin | | | $ | 704,247 | | | Ms. Rankin | | | $ | 767,600 | | | ||
| Mr. Morris | | | $ | 731,854 | | | Mr. Morris | | | $ | 784,000 | | | ||
| Mr. Boettcher | | | $ | 650,003 | | | Mr. Carrasco | | | $ | 645,200 | | | ||
| Ms. Hemmer | | | $ | 588,858 | | | Ms. Hemmer | | | $ | 668,700 | | |
| EXECUTIVE COMPENSATION | |
| | | | Threshold Performance (60% Payment) | | Target Performance (100% Payment) | | Maximum Performance (200% Payment) | | | | Threshold Performance (60% Payment) | | Target Performance (100% Payment) | | Maximum Performance (200% Payment) | | |||||
| Income from Operations, excluding Depreciation and Amortization | | $ 4.550 billion | | $ 4.787 billion | | $ 5.024 billion | | Operating EBITDA | | $5.60 billion | | $5.90 billion | | $6.20 billion | | ||||||
| Margin | | 28.0% | | 28.3% | | 28.8% | | Income from Operations Margin | | 17.3% | | 18.8% | | 20.3% | | ||||||
| Total Revenue | | $16.068 billion | | $16.917 billion | | $17.766 billion | | Internal Revenue Growth | | 4.0% | | 5.4% | | 6.8% | |
| Income from Operations, excluding Depreciation and Amortization (weighted 50%) | | Margin (weighted 25%) | | Total Revenue (weighted 25%) | | | Total Payout Earned (as a percentage of Target) | | Operating EBITDA (weighted 50%) | | Income from Operations Margin (weighted 25%) | | Internal Revenue Growth (weighted 25%) | | | Total Payout Earned (as a percentage of Target) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Actual | | Payout Earned | | Actual | | Payout Earned | | Actual | | Payout Earned | | Actual | | Payout Earned | | Actual | | Payout Earned | | Actual | | Payout Earned | | |||||||||||||||||||||||||||||||||||||||||||||||||
| $4.961 billion | | | | 173.5% | | | | | 27.7% | | | | | 0% | | | $17.931 billion | | | | 200% | | | | | 136.8% | | | $5.892 billion | | | | 98.98% | | | | | 19.30% | | | | | 133.46% | | | | | 5.96% | | | | | 139.99% | | | | | 117.85% | | |
| Named Executive Officer | | | Target Percentage of Base Salary | | | Annual Cash Incentive For 2021(1) | | ||||||
| Mr. Fish | | | | | 150 | | | | | $ | 2,656,497 | | |
| Ms. Rankin | | | | | 100 | | | | | $ | 958,821 | | |
| Mr. Morris | | | | | 100 | | | | | $ | 996,408 | | |
| Mr. Boettcher | | | | | 75 | | | | | $ | 663,727 | | |
| Ms. Hemmer | | | | | 90 | | | | | $ | 721,549 | | |
| EXECUTIVE COMPENSATION | |
| Named Executive Officer | | | Target Percentage of Base Salary | | | Annual Cash Incentive For 2023(1) | | ||||||
| Mr. Fish(2) | | | | | 158 | | | | | $ | 2,638,116 | | |
| Ms. Rankin | | | | | 100 | | | | | $ | 915,228 | | |
| Mr. Morris | | | | | 110 | | | | | $ | 1,028,241 | | |
| Mr. Carrasco | | | | | 90 | | | | | $ | 686,538 | | |
| Ms. Hemmer | | | | | 90 | | | | | $ | 717,576 | | |
| | | Dollar Values of 2023 Long-Term Equity Incentives Set by the Committee (at Target) | | |
| Mr. Fish | | | $9,750,000 | |
| Ms. Rankin | | | $2,300,000 | |
| Mr. Morris | | | $2,700,000 | |
| Mr. Carrasco | | | $2,000,000 | |
| Ms. Hemmer | | | $1,800,000 | |
| Named Executive Officer | | | Dollar Values of 2021 Long-Term Equity Incentives Set by the Committee (at Target) | | |||
| Mr. Fish | | | | $ | 8,500,000 | | |
| Ms. Rankin | | | | $ | 2,100,000 | | |
| Mr. Morris | | | | $ | 2,300,000 | | |
| Mr. Boettcher(1) | | | | $ | 1,300,000 | | |
| Ms. Hemmer | | | | $ | 1,700,000 | | |
| EXECUTIVE COMPENSATION | |
| Named Executive Officer | | | Number of PSUs | | |||
| Mr. Fish | | | | | | | |
Ms. Rankin | | | | | | | ||
| Mr. Morris | | | | | | | |
| Mr. | | | | | | | |
| Ms. Hemmer | | | | | | |
| | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||
| | | | Performance | | | Payout | | | Performance | | | Payout | | | Performance | | | Payout | | ||||||||||||||||||
| Cash Flow | | | | $ | 6.60 billion | | | | | | 50% | | | | | $ | 7.032 billion | | | | | | 100% | | | | | $ | 7.50 billion | | | | | | 200% | | |
| | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||
| | | | Performance | | | Payout | | | Performance | | | Payout | | | Performance | | | Payout | | ||||||||||||||||||
| Cash Flow | | | | $ | 6.60 billion | | | | | | 50% | | | | | $ | 7.30 billion | | | | | | 100% | | | | | $ | 8.0 billion | | | | | | 200% | | |
| Total Shareholder Return Relative to the S&P 500 | | ||||||
| Performance | | | Payout | | |||
| 75th percentile (Maximum) | | | | | 200% | | |
| 50th percentile (Target) | | | | | 100% | | |
| 25th percentile (Threshold) | | | | | 50% | | |
| EXECUTIVE COMPENSATION | |
| Named Executive Officer | | | Number of Options | | |||
| Mr. Fish | | | | | | | |
| Ms. Rankin | | | | | | | |
| Mr. Morris | | | | | | | |
| Mr. | | | | | | | |
| Ms. Hemmer | | | | | | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| | | | Ownership Guideline Multiple of Base Salary | | | Multiple of Base Salary Attained as of March | | ||||||
| Mr. Fish | | | | | 6x | | | | | | | | |
| Ms. Rankin | | | | | 3x | | | | | | | | |
| Mr. Morris | | | | | 3x | | | | | | | | |
| Mr. | | | | | 3x | | | | | | | | |
| Ms. Hemmer | | | | | 3x | | | | | | | |
| EXECUTIVE COMPENSATION | |
| Year | | Salary ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | Year | | Salary ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| James C. Fish, Jr. President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James C. Fish, Jr. President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| 2021 | | | | 1,294,231(5) | | | | | 7,312,195 | | | | | 1,700,005 | | | | | 2,656,497 | | | | | 94,435 | | | | | 13,057,363 | | | 2023 | | | | 1,388,461(5) | | | | | 8,405,433 | | | | | 1,950,000 | | | | | 2,638,116 | | | | | 246,844 | | | | | 14,628,854 | | | ||||||||||||
| 2020 | | | | 1,269,231(5) | | | | | 8,110,592 | | | | | 1,600,003 | | | | | 1,277,922 | | | | | 116,177 | | | | | 12,373,925 | | | 2022 | | | | 1,338,462(5) | | | | | 8,023,256 | | | | | 1,750,011 | | | | | 3,459,049 | | | | | 249,906 | | | | | 14,820,684 | | | ||||||||||||
| 2019 | | | | 1,232,788(5) | | | | | 6,853,530 | | | | | 1,399,997 | | | | | 1,704,132 | | | | | 107,654 | | | | | 11,298,101 | | | 2021 | | | | 1,294,231(5) | | | | | 7,312,195 | | | | | 1,700,005 | | | | | 2,656,497 | | | | | 94,435 | | | | | 13,057,363 | | | ||||||||||||
| Devina A. Rankin Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Devina A. Rankin Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| 2021 | | | | 700,671 | | | | | 1,806,413 | | | | | 420,003 | | | | | 958,821 | | | | | 56,094 | | | | | 3,942,002 | | | 2023 | | | | 760,792 | | | | | 1,982,933 | | | | | 460,005 | | | | | 915,228 | | | | | 95,142 | | | | | 4,214,100 | | | ||||||||||||
| 2020 | | | | 677,061 | | | | | 2,027,801 | | | | | 399,993 | | | | | 456,597 | | | | | 60,493 | | | | | 3,621,945 | | | 2022 | | | | 730,288 | | | | | 3,008,095 | | | | | 439,988 | | | | | 1,258,404 | | | | | 98,980 | | | | | 5,535,755 | | | ||||||||||||
| 2019 | | | | 618,208 | | | | | 1,958,118 | | | | | 399,997 | | | | | 578,516 | | | | | 68,575 | | | | | 3,623,414 | | | 2021 | | | | 700,671 | | | | | 1,806,413 | | | | | 420,003 | | | | | 958,821 | | | | | 56,094 | | | | | 3,942,002 | | | ||||||||||||
| John J. Morris, Jr. Executive Vice President and Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John J. Morris, Jr. Executive Vice President and Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| 2021 | | | | 728,138 | | | | | 1,978,522 | | | | | 460,006 | | | | | 996,408 | | | | | 67,420 | | | | | 4,230,494 | | | 2023 | | | | 777,031 | | | | | 2,327,562 | | | | | 539,987 | | | | | 1,028,241 | | | | | 144,151 | | | | | 4,816,972 | | | ||||||||||||
| 2020 | | | | 712,115 | | | | | 2,230,520 | | | | | 440,002 | | | | | 479,777 | | | | | 99,517 | | | | | 3,961,930 | | | 2022 | | | | 748,736 | | | | | 3,870,479 | | | | | 519,995 | | | | | 1,391,871 | | | | | 131,155 | | | | | 6,662,236 | | | ||||||||||||
| 2019 | | | | 699,807 | | | | | 2,153,907 | | | | | 440,006 | | | | | 661,476 | | | | | 86,046 | | | | | 4,041,242 | | | 2021 | | | | 728,138 | | | | | 1,978,522 | | | | | 460,006 | | | | | 996,408 | | | | | 67,420 | | | | | 4,230,494 | | | ||||||||||||
| Charles C. Boettcher Executive Vice President — Corporate Development and Chief Legal Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rafael E. Carrasco Senior Vice President — Enterprise Strategy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| 2021 | | | | 646,702 | | | | | 1,604,233 | | | | | 259,992 | | | | | 663,727 | | | | | 46,927 | | | | | 3,221,581 | | | 2023 | | | | 633,592 | | | | | 1,724,132 | | | | | 400,010 | | | | | 686,538 | | | | | 16,036 | | | | | 3,460,308 | | | ||||||||||||
| Tara J. Hemmer Senior Vice President and Chief Sustainability Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tara J. Hemmer Senior Vice President and Chief Sustainability Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| 2021 | | | | 585,868 | | | | | 1,462,439 | | | | | 339,998 | | | | | 721,549 | | | | | 45,601 | | | | | 3,155,455 | | | 2023 | | | | 662,769 | | | | | 1,551,818 | | | | | 360,003 | | | | | 717,576 | | | | | 102,639 | | | | | 3,394,805 | | | ||||||||||||
| 2020 | | | | 567,062 | | | | | 1,672,967 | | | | | 330,005 | | | | | 347,774 | | | | | 57,125 | | | | | 2,974,933 | | | 2022 | | | | 630,506 | | | | | 2,302,032 | | | | | 339,992 | | | | | 978,476 | | | | | 70,648 | | | | | 4,321,654 | | | ||||||||||||
| 2019 | | | | 535,670 | | | | | 1,615,372 | | | | | 330,001 | | | | | 479,828 | | | | | 38,502 | | | | | 2,999,373 | | | 2021 | | | | 585,868 | | | | | 1,462,439 | | | | | 339,998 | | | | | 721,549 | | | | | 45,601 | | | | | 3,155,455 | | |
| EXECUTIVE COMPENSATION | |
| | | Year | | Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Target Level of Performance Achieved ($) | | Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Highest Level of Performance Achieved ($) | | | | Year | | Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Target Level of Performance Achieved ($) | | Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Highest Level of Performance Achieved ($) | | ||||||||||||||||||||||||
| Mr. Fish | | | | 2021 | | | | | 3,304,908 | | | | | 6,609,817 | | | James C. Fish, Jr. | | | | 2023 | | | | | 3,851,651 | | | | | 7,703,302 | | | ||||||
| | | | | 2020 | | | | | 3,332,328 | | | | | 6,664,656 | | | | | | | 2022 | | | | | 3,468,403 | | | | | 6,936,806 | | | ||||||
| | | | | 2019 | | | | | 2,914,920 | | | | | 5,829,840 | | | | | | | 2021 | | | | | 3,304,908 | | | | | 6,609,816 | | | ||||||
| Ms. Rankin | | | | 2021 | | | | | 816,448 | | | | | 1,632,896 | | | Devina A. Rankin | | | | 2023 | | | | | 908,646 | | | | | 1,817,292 | | | ||||||
| | | | | 2020 | | | | | 833,145 | | | | | 1,666,290 | | | | | | | 2022 | | | | | 871,981 | | | | | 1,743,962 | | | ||||||
| | | | | 2019 | | | | | 832,820 | | | | | 1,665,640 | | | | | | | 2021 | | | | | 816,448 | | | | | 1,632,896 | | | ||||||
| Mr. Morris | | | | 2021 | | | | | 894,237 | | | | | 1,788,473 | | | John J. Morris, Jr. | | | | 2023 | | | | | 1,066,567 | | | | | 2,133,134 | | | ||||||
| | | | | 2020 | | | | | 916,434 | | | | | 1,832,869 | | | | | | | 2022 | | | | | 1,030,615 | | | | | 2,061,230 | | | ||||||
| | | | | 2019 | | | | | 916,092 | | | | | 1,832,184 | | | | | | | 2021 | | | | | 894,237 | | | | | 1,788,474 | | | ||||||
| Mr. Boettcher | | | | 2021 | | | | | 505,404 | | | | | 1,010,808 | | | Rafael E. Carrasco | | | | 2023 | | | | | 790,055 | | | | | 1,580,110 | | | ||||||
| Ms. Hemmer | | | | 2021 | | | | | 660,982 | | | | | 1,321,963 | | | Tara J. Hemmer | | | | 2023 | | | | | 711,095 | | | | | 1,422,190 | | | ||||||
| | | | | 2020 | | | | | 687,357 | | | | | 1,374,715 | | | | | | | 2022 | | | | | 673,869 | | | | | 1,347,738 | | | ||||||
| | | | | 2019 | | | | | 687,044 | | | | | 1,374,088 | | | | | | | 2021 | | | | | 660,982 | | | | | 1,321,963 | | |
| | | 401(k) Plan Matching Contributions | | 409A Deferral Plan Matching Contributions | | Life Insurance Premiums | | Perquisites and Other Personal Benefits(a) | | | | 401(k) Plan Matching Contributions | | 409A Deferral Plan Matching Contributions | | Life Insurance Premiums | | Perquisites and Other Personal Benefits(a) | | ||||||||||||||||||||||||||||||||
| Mr. Fish | | | | 13,050 | | | | | 38,731 | | | | | 2,145 | | | | | 40,509 | | | James C. Fish, Jr. | | | | 14,850 | | | | | 191,240 | | | | | 2,467 | | | | | 38,287 | | | ||||||||
| Ms. Rankin | | | | 13,050 | | | | | 41,788 | | | | | 1,256 | | | | | — | | | Devina A. Rankin | | | | 14,850 | | | | | 78,835 | | | | | 1,457 | | | | | — | | | ||||||||
| Mr. Morris | | | | 13,050 | | | | | 26,572 | | | | | 1,313 | | | | | 26,485 | | | John J. Morris, Jr. | | | | 14,850 | | | | | 82,751 | | | | | 1,497 | | | | | 45,053 | | | ||||||||
| Mr. Boettcher | | | | 13,050 | | | | | 32,709 | | | | | 1,168 | | | | | — | | | Rafael E. Carrasco | | | | 14,850 | | | | | — | | | | | 1,186 | | | | | — | | | ||||||||
| Ms. Hemmer | | | | 13,050 | | | | | 31,492 | | | | | 1,059 | | | | | — | | | Tara J. Hemmer | | | | 14,850 | | | | | 59,006 | | | | | 1,280 | | | | | 27,503 | | |
| EXECUTIVE COMPENSATION | |
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of Shares of Stock or Units (#)(3) | | All other Option Awards: Number of Securities Underlying Options(#)(4) | | Exercise or Base Price of Option Awards ($/sh)(5) | | Closing Market Price on Date of Grant ($/sh) | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of Shares of Stock or Units (#) | | All other Option Awards: Number of Securities Underlying Options(#)(3) | | Exercise or Base Price of Option Awards ($/sh)(4) | | Closing Market Price on Date of Grant ($/sh) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| James C. Fish, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James C. Fish, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| Cash Incentive | | | | 1,165,130 | | | | | 1,941,883 | | | | | 3,883,767 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | 1,316,786 | | | | | 2,194,643 | | | | | 4,389,286 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | 29,825 | | | | | 59,650 | | | | | 119,300 | | | | | | | | | | | | | | | | | | | | | | | | | 7,312,195 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | 25,658 | | | | | 51,316 | | | | | 102,632 | | | | | | | | | | | | | | | | | | | | | | 8,405,433 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 98,551 | | | | | 110.81 | | | | | 109.92 | | | | | 1,700,005 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,415 | | | | | 150.115 | | | | | 149.40 | | | | | 1,950,000 | | | ||||||||||||||||||||||
| Devina A. Rankin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Devina A. Rankin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| Cash Incentive | | | | 420,536 | | | | | 700,893 | | | | | 1,401,787 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | 456,826 | | | | | 761,377 | | | | | 1,522,754 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | 7,368 | | | | | 14,736 | | | | | 29,472 | | | | | | | | | | | | | | | | | | | | | | | | | 1,806,413 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | 6,053 | | | | | 12,106 | | | | | 24,212 | | | | | | | | | | | | | | | | | | | | | | 1,982,933 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,348 | | | | | 110.81 | | | | | 109.92 | | | | | 420,003 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,016 | | | | | 150.115 | | | | | 149.40 | | | | | 460,005 | | | ||||||||||||||||||||||
| John J. Morris, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John J. Morris, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| Cash Incentive | | | | 437,021 | | | | | 728,368 | | | | | 1,456,737 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | 513,235 | | | | | 855,392 | | | | | 1,710,784 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | 8,070 | | | | | 16,140 | | | | | 32,280 | | | | | | | | | | | | | | | | | | | | | | | | | 1,978,522 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | 7,105 | | | | | 14,210 | | | | | 28,420 | | | | | | | | | | | | | | | | | | | | | | 2,327,562 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,667 | | | | | 110.81 | | | | | 109.92 | | | | | 460,006 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,453 | | | | | 150.115 | | | | | 149.40 | | | | | 539,987 | | | ||||||||||||||||||||||
| Charles C. Boettcher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rafael E. Carrasco | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| Cash Incentive | | | | 291,108 | | | | | 485,180 | | | | | 970,360 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | 342,678 | | | | | 571,130 | | | | | 1,142,260 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | 4,561 | | | | | 9,122 | | | | | 18,244 | | | | | | | | | | | | | | | | | | | | | | | | | 1,118,220 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | 5,263 | | | | | 10,5266 | | | | | 21,052 | | | | | | | | | | | | | | | | | | | | | | 1,724,132 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,072 | | | | | 110.81 | | | | | 109.92 | | | | | 259,992 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,188 | | | | | 150.115 | | | | | 149.40 | | | | | 400,010 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,386 | | | | | | | | | | | | | | | | | | | | 486,013 | | | Tara J. Hemmer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| Tara J. Hemmer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | 358,170 | | | | | 596,950 | | | | | 1,193,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| Cash Incentive | | | | 316,469 | | | | | 527,448 | | | | | 1,054,897 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/7/23 | | | | | | | | | | | | | | | | | | | 4,737 | | | | | 9,474 | | | | | 18,948 | | | | | | | | | | | | | | | | | | | | | | 1,551,818 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | 5,965 | | | | | 11,930 | | | | | 23,860 | | | | | | | | | | | | | | | | | | | | | | | | | 1,462,439 | | | 3/7/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,969 | | | | | 150.115 | | | | | 149.40 | | | | | 360,003 | | | ||||||||||||||||||||||
| 2/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,710 | | | | | 110.81 | | | | | 109.92 | | | | | 339,998 | | |
| EXECUTIVE COMPENSATION | |
| | | Option Awards | | Stock Awards(1) | | | | Option Awards | | Stock Awards(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(6) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(7) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Name | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(6) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(7) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| James C. Fish, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James C. Fish, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | 98,551(3) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | 112,542 | | | | | 37,566,520 | | | | | | | — | | | | | 59,415(3) | | | | | 150.115 | | | | | 3/7/2033 | | | | | — | | | | | — | | | | | 98,936 | | | | | 35,438,875 | | | ||||||||||||||||
| | | | | 25,284 | | | | | 75,854(4) | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 22,063 | | | | | 44,125(4) | | | | | 145.67 | | | | | 3/1/2032 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | — | | | | | 57,283(5) | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | — | | | | | 32,850(5) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Devina A. Rankin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
| Devina A. Rankin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | 14,016(3) | | | | | 150.115 | | | | | 3/7/2033 | | | | | 6,803 | | | | | 1,218,417 | | | | | 24,078 | | | | | 8,624,740 | | | ||||||||||||||||||||||||||
| | | | | — | | | | | 24,348(3) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | 27,960 | | | | | 9,333,048 | | | | | | | 5,547 | | | | | 11,094(4) | | | | | 145.67 | | | | | 3/1/2032 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 6,321 | | | | | 18,963(4) | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 16,232 | | | | | 8,116(5) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | — | | | | | 16,367(5) | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 25,284 | | | | | — | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| John J. Morris, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John J. Morris, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | 26,667(3) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | 30,686 | | | | | 10,242,987 | | | | | | | — | | | | | 16,453(3) | | | | | 150.115 | | | | | 3/7/2033 | | | | | 10,204 | | | | | 1,827,536 | | | | | 28,360 | | | | | 10,158,552 | | | ||||||||||||||||
| | | | | 6,953 | | | | | 20,860(4) | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 6,556 | | | | | 13,111(4) | | | | | 145.67 | | | | | 3/1/2032 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 9,002 | | | | | 18,004(5) | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | — | | | | | 8,889(5) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,907 | | | | | — | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| Charles C. Boettcher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rafael E. Carrasco | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | 15,072(3) | | | | | 110.81 | | | | | 2/23/2031 | | | | | 4,386 | | | | | 732,023 | | | | | 17,718 | | | | | 5,914,268 | | | | | | | — | | | | | 12,188(3) | | | | | 150.115 | | | | | 3/7/2033 | | | | | 3,061 | | | | | 548,225 | | | | | 19,778 | | | | | 7,084,480 | | | ||||||||||||||||
| | | | | 4,108 | | | | | 12,327(4) | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 4,287 | | | | | 8,572(5) | | | | | 145.67 | | | | | 3/1/2032 | | | | | 351 | | | | | 62,864 | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 10,638 | | | | | 10,639(5) | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 1,546 | | | | | 773(5) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| Tara J. Hemmer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,655 | | | | | — | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
| | | | | — | | | | | 19,710(3) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | 22,840 | | | | | 7,623,992 | | | | | | | 3,273 | | | | | — | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 5,215 | | | | | 15,645(4) | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 3,207 | | | | | — | | | | | 85.34 | | | | | 2/20/2028 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 13,502 | | | | | 13,503(5) | | | | | 98.898 | | | | | 2/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 1,000 | | | | | — | | | | | 73.335 | | | | | 2/28/2027 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| Tara J. Hemmer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | 10,969(3) | | | | | 150.115 | | | | | 3/7/2033 | | | | | 5,102 | | | | | 913,768 | | | | | 18,726 | | | | | 6,707,653 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | 4,287 | | | | | 8,572(4) | | | | | 145.67 | | | | | 3/1/2032 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | 13,140 | | | | | 6,570(5) | | | | | 110.81 | | | | | 2/23/2031 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | 20,860 | | | | | — | | | | | 126.005 | | | | | 2/19/2030 | | | | | — | | | | | — | | | | | — | | | | | — | | |
| EXECUTIVE COMPENSATION | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Shares Acquired on Exercise(#)(1) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#)(2) | | Value Realized on Vesting ($)(2) | | Name | | Number of Shares Acquired on Exercise(#)(1) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#)(2) | | Value Realized on Vesting ($)(2) | | ||||||||||||||||||||||||||||||||
| James C. Fish, Jr. | | | | 106,625 | | | | | 5,105,012 | | | | | 108,399 | | | | | 15,459,399 | | | James C. Fish, Jr. | | | | 83,419 | | | | | 3,626,951 | | | | | 119,300 | | | | | 23,483,609 | | | ||||||||
| Devina A. Rankin | | | | 44,327 | | | | | 2,873,915 | | | | | 30,971 | | | | | 4,416,951 | | | Devina A. Rankin | | | | — | | | | | — | | | | | 29,472 | | | | | 5,801,416 | | | ||||||||
| John J. Morris, Jr. | | | | 14,803 | | | | | 379,054 | | | | | 34,067 | | | | | 4,858,489 | | | John J. Morris, Jr. | | | | 8,889 | | | | | 553,792 | | | | | 32,280 | | | | | 6,354,157 | | | ||||||||
| Charles C. Boettcher | | | | 46,918 | | | | | 3,335,416 | | | | | 20,096 | | | | | 2,866,005 | | | Rafael E. Carrasco | | | | — | | | | | — | | | | | 2,451 | | | | | 467,471 | | | ||||||||
| Tara J. Hemmer | | | | 16,447 | | | | | 1,048,127 | | | | | 25,550 | | | | | 3,643,831 | | | Tara J. Hemmer | | | | 27,005 | | | | | 1,970,469 | | | | | 23,860 | | | | | 4,696,722 | | |
| EXECUTIVE COMPENSATION | |
| Name | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($)(2) | | Aggregate Earnings in Last Fiscal Year ($)(3) | | Aggregate Withdrawals/ Distributions ($)(3) | | Aggregate Balance at Last Fiscal Year End ($)(4) | | Name | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($)(2) | | Aggregate Earnings in Last Fiscal Year ($)(3) | | Aggregate Withdrawals/ Distributions ($)(3) | | Aggregate Balance at Last Fiscal Year End ($)(4) | | ||||||||||||||||||||||||||||||||||||||||
| James C. Fish, Jr. | | | | 48,413 | | | | | 38,731 | | | | | 5,140,175 | | | | | 218,141 | | | | | 18,382,929 | | | James C. Fish, Jr. | | | | 250,005 | | | | | 191,240 | | | | | 2,782,176 | | | | | 265,563 | | | | | 20,355,169 | | | ||||||||||
| Devina A. Rankin | | | | 52,036 | | | | | 41,788 | | | | | 91,852 | | | | | — | | | | | 641,920 | | | Devina A. Rankin | | | | 101,352 | | | | | 78,835 | | | | | 128,916 | | | | | — | | | | | 998,839 | | | ||||||||||
| John J. Morris, Jr. | | | | 35,430 | | | | | 26,572 | | | | | 527,655 | | | | | — | | | | | 2,696,489 | | | John J. Morris, Jr. | | | | 110,334 | | | | | 82,751 | | | | | 546,764 | | | | | — | | | | | 3,159,891 | | | ||||||||||
| Charles C. Boettcher | | | | 40,575 | | | | | 32,709 | | | | | 66,311 | | | | | — | | | | | 515,684 | | | Rafael E. Carrasco | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Tara J. Hemmer | | | | 57,623 | | | | | 31,492 | | | | | 77,883 | | | | | — | | | | | 613,737 | | | Tara J. Hemmer | | | | 131,124 | | | | | 59,006 | | | | | 139,619 | | | | | — | | | | | 991,541 | | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | |
| | | Mr. Fish | | Ms. Rankin | | Mr. Morris | | Mr. Boettcher | | Ms. Hemmer | | | | Mr. Fish | | Ms. Rankin | | Mr. Morris | | Mr. Carrasco | | Ms. Hemmer | | ||||||||||||||||||||||||||||||||||||||||
| Payout or Value of Compensation Components, in dollars | | | | | | | | | | | | | | | | | Payout or Value of Compensation Components, in dollars | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| In Event of Death or Disability | | | | | | | | | | | | | | | | | | | | | | | | | | | In Event of Death or Disability | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| • Accelerated vesting of stock options | | | | 12,525,134 | | | | | 3,254,160 | | | | | 3,573,130 | | | | | 2,072,974 | | | | | 2,663,567 | | | • Accelerated vesting of stock options | | | | 5,440,570 | | | | | 1,331,368 | | | | | 1,522,221 | | | | | 692,619 | | | | | 1,053,163 | | | ||||||||||
| • Payment of PSUs (contingent on actual performance at end of performance period) | | | | 18,783,260 | | | | | 4,666,524 | | | | | 5,121,493 | | | | | 2,957,134 | | | | | 3,811,996 | | | • Payment of PSUs (contingent on actual performance at end of performance period) | | | | 17,719,438 | | | | | 4,312,370 | | | | | 5,079,276 | | | | | 3,542,240 | | | | | 3,353,827 | | | ||||||||||
| • Accelerated vesting of RSUs | | | | — | | | | | — | | | | | — | | | | | 732,023 | | | | | — | | | • Accelerated vesting of RSUs | | | | — | | | | | 1,218,417 | | | | | 1,827,536 | | | | | 611,089 | | | | | 913,768 | | | ||||||||||
| • Life insurance benefit paid by insurance company (in the case of death) | | | | 1,175,000 | | | | | 689,000 | | | | | 716,000 | | | | | 636,000 | | | | | 576,000 | | | • Life insurance benefit paid by insurance company (in the case of death) | | | | 1,250,000 | | | | | 739,000 | | | | | 754,000 | | | | | 595,000 | | | | | 643,000 | | | ||||||||||
| Total | | | | 32,483,394 | | | | | 8,609,684 | | | | | 9,410,623 | | | | | 6,398,131 | | | | | 7,051,563 | | | Total | | | | 24,410,008 | | | | | 7,601,155 | | | | | 9,183,033 | | | | | 5,440,948 | | | | | 5,963,758 | | | ||||||||||
| In Event of Termination Without Cause by the Company or For Good Reason by the Employee | | | | | | | | | | | | | | | | | | | | | | | | | | | In Event of Termination Without Cause by the Company or For Good Reason by the Employee | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| • Two times base salary plus target annual cash bonus (one-half payable in lump sum; one-half payable in bi-weekly installments over a two-year period) | | | | 6,500,000 | | | | | 2,816,988 | | | | | 2,927,416 | | | | | 2,275,011 | | | | | 2,237,660 | | | • Two times base salary plus target annual cash bonus (one-half payable in lump sum; one-half payable in bi-weekly installments over a two-year period) | | | | 7,280,000 | | | | | 3,070,400 | | | | | 3,292,800 | | | | | 2,451,760 | | | | | 2,541,060 | | | ||||||||||
| • Continued coverage under health and welfare benefit plans for two years | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | • Continued coverage under health and welfare benefit plans for two years | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | ||||||||||
| • Prorated payment of PSUs (contingent on actual performance at end of performance period) | | | | 9,203,645 | | | | | 2,291,203 | | | | | 2,516,407 | | | | | 1,463,936 | | | | | 1,877,625 | | | • Prorated payment of PSUs (contingent on actual performance at end of performance period) | | | | 8,749,393 | | | | | 2,152,185 | | | | | 2,537,847 | | | | | 1,733,091 | | | | | 1,670,287 | | | ||||||||||
| • Prorated vesting of RSUs | | | | — | | | | | — | | | | | — | | | | | 204,967 | | | | | — | | | • Prorated vesting of RSUs | | | | — | | | | | 743,235 | | | | | 1,114,797 | | | | | 394,138 | | | | | 557,399 | | | ||||||||||
| Total | | | | 15,732,061 | | | | | 5,136,607 | | | | | 5,472,239 | | | | | 3,972,330 | | | | | 4,143,701 | | | Total | | | | 16,060,717 | | | | | 5,997,144 | | | | | 6,976,768 | | | | | 4,610,313 | | | | | 4,800,070 | | | ||||||||||
| In Event of Termination Without Cause by the Company or For Good Reason by the Employee Six Months Following a Change in Control (Double Trigger) | | | | | | | | | | | | | | | | | | | | | | | | | | | In Event of Termination Without Cause by the Company or For Good Reason by the Employee Six Months Following a Change in Control (Double Trigger) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| • Two times base salary plus target annual cash bonus (one-half payable in lump sum; one-half payable in bi-weekly installments over a two-year period) | | | | 6,500,000 | | | | | 2,816,988 | | | | | 2,927,416 | | | | | 2,275,011 | | | | | 2,237,660 | | | • Two times base salary plus target annual cash bonus (one-half payable in lump sum; one-half payable in bi-weekly installments over a two-year period) | | | | 7,280,000 | | | | | 3,070,400 | | | | | 3,292,800 | | | | | 2,451,760 | | | | | 2,541,060 | | | ||||||||||
| • Continued coverage under health and welfare benefit plans for two years | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | | | 28,416 | | | • Continued coverage under health and welfare benefit plans for two years | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | | | 31,324 | | | ||||||||||
| • Accelerated vesting of stock options | | | | 12,525,134 | | | | | 3,254,160 | | | | | 3,573,130 | | | | | 2,072,974 | | | | | 2,663,567 | | | • Accelerated vesting of stock options | | | | 5,440,570 | | | | | 1,331,368 | | | | | 1,522,221 | | | | | 692,619 | | | | | 1,053,163 | | | ||||||||||
| • Prorated accelerated payment of PSUs | | | | 9,203,645 | | | | | 2,291,203 | | | | | 2,516,407 | | | | | 1,463,936 | | | | | 1,877,625 | | | • Prorated accelerated payment of PSUs | | | | 8,749,393 | | | | | 2,152,185 | | | | | 2,537,847 | | | | | 1,733,091 | | | | | 1,670,287 | | | ||||||||||
| • Accelerated payment of PSUs replacement grant | | | | 9,579,615 | | | | | 2,375,321 | | | | | 2,605,086 | | | | | 1,493,199 | | | | | 1,934,371 | | | • Accelerated payment of PSUs replacement grant | | | | 8,970,045 | | | | | 2,160,185 | | | | | 2,541,429 | | | | | 1,809,149 | | | | | 1,683,540 | | | ||||||||||
| • Accelerated vesting of RSUs | | | | — | | | | | — | | | | | — | | | | | 732,023 | | | | | — | | | • Accelerated vesting of RSUs | | | | — | | | | | 1,218,417 | | | | | 1,827,536 | | | | | 611,089 | | | | | 913,768 | | | ||||||||||
| • Prorated annual cash bonus(1) | | | | 3,900,000 | | | | | 1,408,494 | | | | | 1,463,708 | | | | | 975,005 | | | | | 529,972 | | | • Prorated annual cash bonus(1) | | | | 4,480,000 | | | | | 1,535,200 | | | | | 1,724,800 | | | | | 580,680 | | | | | 601,830 | | | ||||||||||
| Total | | | | 41,736,810 | | | | | 12,174,582 | | | | | 13,114,163 | | | | | 9,040,564 | | | | | 9,271,611 | | | Total | | | | 34,951,332 | | | | | 11,499,079 | | | | | 13,477,957 | | | | | 7,909,712 | | | | | 8,494,972 | | |
| EXECUTIVE COMPENSATION | |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | | | Weighted-Average Exercise Price of Outstanding Options and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
| Equity compensation plans approved by security holders(1) | | | | | | | | | $ | | | | | | | |
| EXECUTIVE COMPENSATION | |
| Year | | | SCT Total to CEO(1) ($) | | | CEO CAP(1)(2) ($) | | | Average SCT Total for Non-CEO NEOs(1) ($) | | | Average Non-CEO NEOs CAP(1)(2) ($) | | | Value of Initial Fixed $100 Investment Based on:(3) | | | Net Income ($ in billions) | | | CSM: Operating EBITDA ($ in billions) | | |||||||||||||||||||||||||||
| WM TSR ($) | | | Peer Group TSR ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | 14,628,854 | | | | | | 26,638,740 | | | | | | 3,971,546 | | | | | | 6,550,505 | | | | | | 168 | | | | | | 166 | | | | | | 2.304 | | | | | | 5.892 | | |
| 2022 | | | | | 14,820,684 | | | | | | 13,037,001 | | | | | | 5,202,091 | | | | | | 4,823,249 | | | | | | 145 | | | | | | 141 | | | | | | 2.238 | | | | | | 5.475 | | |
| 2021 | | | | | 13,057,363 | | | | | | 44,273,994 | | | | | | 3,637,383 | | | | | | 10,803,402 | | | | | | 152 | | | | | | 149 | | | | | | 1.816 | | | | | | 4.961 | | |
| 2020 | | | | | 12,373,925 | | | | | | 15,824,928 | | | | | | 3,372,614 | | | | | | 4,308,433 | | | | | | 105 | | | | | | 107 | | | | | | 1.496 | | | | | | 4.371 | | |
| EXECUTIVE COMPENSATION | |
| | | | 2023 | | |||
| SCT Total Compensation | | | | | 14,628,854 | | |
| Deduction from SCT Total Compensation, in dollars | | | | | | | |
| • Grant date fair values of equity awards reported in the “Stock Awards” and “Options Awards” columns in the SCT | | | | | 10,355,433 | | |
| Additions to SCT Total Compensation, in dollars: | | | | | | | |
| • Fair value of stock awards granted during the year, as of 12/31(a) | | | | | 11,099,138 | | |
| • Fair value of option awards granted during the year, as of 12/31(b) | | | | | 2,595,049 | | |
| • Change in fair value of prior years’ stock awards unvested at 12/31(a) | | | | | 1,765,392 | | |
| • Change in fair value of prior years’ option awards unvested at 12/31(b) | | | | | 818,348 | | |
| • Change in fair value of prior years’ stock awards vesting during the year(a) | | | | | 5,614,556 | | |
| • Change in fair value of prior years’ option awards vesting during the year(b) | | | | | (445,774) | | |
| • Dividend equivalents paid upon stock awards vesting during the year | | | | | 918,610 | | |
| Total Additions to SCT Total Compensation, in dollars | | | | | 22,365,319 | | |
| CAP | | | | | 26,638,740 | | |
| | | | 2023 | | |||
| SCT Total Compensation | | | | | 3,971,546 | | |
| Deduction from SCT Total Compensation, in dollars | | | | | | | |
| • Grant date fair values of equity awards reported in the “Stock Awards” and “Options Awards” columns in the SCT | | | | | 2,336,613 | | |
| Additions to SCT Total Compensation, in dollars: | | | | | | | |
| • Fair value of stock awards granted during the year, as of 12/31(a) | | | | | 2,501,178 | | |
| • Fair value of option awards granted during the year, as of 12/31(b) | | | | | 585,555 | | |
| • Change in fair value of prior years’ stock awards unvested at 12/31(a) | | | | | 552,912 | | |
| • Change in fair value of prior years’ option awards unvested at 12/31(b) | | | | | 163,643 | | |
| • Change in fair value of prior years’ stock awards vesting during the year(a) | | | | | 1,031,736 | | |
| • Change in fair value of prior years’ option awards vesting during the year(b) | | | | | (88,919) | | |
| • Dividend equivalents paid upon stock awards vesting during the year | | | | | 169,467 | | |
| Total Additions to SCT Total Compensation, in dollars | | | | | 4,915,572 | | |
| CAP | | | | | 6,550,505 | | |
| EXECUTIVE COMPENSATION | |
| Projected Payout of Unvested Cash Flow PSUs at Year-End | | | 2023 | | | 2022 | | ||||||
| Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 | | | | | | | | | | | 200% | | |
| Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 | | | | | 100% | | | | | | 100% | | |
| Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025 | | | | | 100% | | | | | | | | |
| Most Important Performance Measures | |
| TSR Relative to the S&P 500 | |
| Cash Flow Generation | |
| Operating EBITDA | |
| Income from Operations Margin | |
| Internal Revenue Growth | |
| | |
| | | 2021 | | 2020 | | | | 2023 | | 2022 | | ||||||||||||||||
| | | (In millions) | | | | (In millions) | | ||||||||||||||||||||
| Audit Fees | | | $ | 5.9 | | | | $ | 6.2 | | | Audit Fees | | | $ | 6.8 | | | | $ | 6.5 | | | ||||
| Audit-Related Fees | | | | 0.3 | | | | | — | | | Audit-Related Fees | | | | 1.0 | | | | | 0.2 | | | ||||
| Tax Fees | | | | — | | | | | — | | | Tax Fees | | | | — | | | | | — | | | ||||
| All Other Fees | | | | — | | | | | — | | | All Other Fees | | | | — | | | | | — | | | ||||
| Total | | | | $ | 6.2 | | | | $ | 6.2 | | | Total | | | $ | 7.8 | | | | $ | 6.7 | | | |||
|
| |
| | |
| |
| | | | Twelve Months Ended December 31, 2023 | | |||||||||||||||||||||
| | | | Revenue | | | Income from Operations | | | Depreciation and amortization | | | Operating EBITDA | | ||||||||||||
| As reported amounts | | | | $ | 20,426 | | | | | $ | 3,575 | | | | | $ | 2,071 | | | | | $ | 5,646 | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| LESS: Net impacts of recycling brokerage business | | | | | 622 | | | | | | — | | | | | | 1 | | | | | | 1 | | |
| ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” | | | | | — | | | | | | 247 | | | | | | — | | | | | | 247 | | |
| Calculated Performance Amounts | | | | $ | 19,804 | | | | | $ | 3,822 | | | | | $ | 2,070 | | | | | $ | 5,892 | | |
| Income from Operations Margin Performance Measure | | | | | | | | | | | 19.3% | | | | | | | | | | | | | | |
| | | | Twelve Months Ended December 31, 2022 | | |||||||||||||||||||||
| | | | Revenue | | | Income from Operations | | | Depreciation and amortization | | | Operating EBITDA | | ||||||||||||
| As reported amounts | | | | $ | 19,698 | | | | | $ | 3,365 | | | | | $ | 2,038 | | | | | $ | 5,403 | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| LESS: Net impacts of recycling brokerage business | | | | | 779 | | | | | | (9) | | | | | | 2 | | | | | | (7) | | |
| ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” | | | | | — | | | | | | 63 | | | | | | — | | | | | | 63 | | |
| ADD: Accrual adjustment(a) | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |
| Calculated Performance Amounts | | | | $ | 18,919 | | | | | $ | 3,439 | | | | | $ | 2,036 | | | | | $ | 5,475 | | |
| | | | Twelve Months Ended December 31, 2021 | | |||||||||||||||||||||
| | | | Revenue | | | Income from Operations | | | Depreciation and amortization | | | Operating EBITDA | | ||||||||||||
| As reported amounts | | | | $ | 17,931 | | | | | $ | 2,965 | | | | | $ | 1,999 | | | | | $ | 4,964 | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” | | | | | — | | | | | | (8) | | | | | | — | | | | | | (8) | | |
| ADD: Accrual adjustment(a) | | | | | — | | | | | | 5 | | | | | | — | | | | | | 5 | | |
| Calculated Performance Amounts | | | | $ | 17,931 | | | | | $ | 2,962 | | | | | $ | 1,999 | | | | | $ | 4,961 | | |
| |
| | | | Twelve Months Ended December 31, 2020 | | |||||||||||||||||||||
| | | | Revenue | | | Income from Operations | | | Depreciation and amortization | | | Operating EBITDA | | ||||||||||||
| As reported amounts | | | | $ | 15,218 | | | | | $ | 2,434 | | | | | $ | 1,671 | | | | | $ | 4,105 | | |
| Adjustments:(b) | | | | | | | | | | | | | | | | | | | | | | | | | |
| ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” | | | | | — | | | | | | 44 | | | | | | — | | | | | | 44 | | |
| ADD: ADS acquistion and integration costs | | | | | — | | | | | | 149 | | | | | | — | | | | | | 149 | | |
| ADD: COVID-19 related costs | | | | | — | | | | | | 46 | | | | | | — | | | | | | 46 | | |
| ADD: Strategic initiative costs | | | | | — | | | | | | 27 | | | | | | — | | | | | | 27 | | |
| Calculated Performance Amounts | | | | $ | 15,218 | | | | | $ | 2,700 | | | | | $ | 1,671 | | | | | $ | 4,371 | | |
| | | | Three Years Ended December 31, 2023 | | |||||||||||||||||||||
| | | | Net Cash Provided by Operating Activities | | | Capital Expenditures | | | Proceeds from Normal Course Divestitures | | | Cash Flow Generation | | ||||||||||||
| As reported amounts | | | | $ | 13,593 | | | | | $ | 7,386 | | | | | $ | 201 | | | | | $ | 6,408 | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restructuring | | | | | 9 | | | | | | — | | | | | | — | | | | | | 9 | | |
| Costs associated with labor disruptions and multiemployer plan withdrawal | | | | | 8 | | | | | | — | | | | | | — | | | | | | 8 | | |
| Costs incurred in support of strategic acquisitions | | | | | 39 | | | | | | — | | | | | | — | | | | | | 39 | | |
| Sustainability growth capital investments in 2022 and 2023 | | | | | — | | | | | | (1,325) | | | | | | — | | | | | | 1,325 | | |
| Calculated Performance Amounts | | | | $ | 13,649 | | | | | $ | 6,061 | | | | | $ | 201 | | | | | $ | 7,789 | | |