BOARD OF DIRECTORS

the ~~New York Stock Exchange listing standards:~~

~~Frank M. Clark, Jr.~~
~~Andrés R. Gluski~~
~~Patrick W. Gross~~
~~Victoria M. Holt~~
~~Kathleen M. Mazzarella~~
~~John C. Pope~~
~~Thomas H. Weidemeyer~~

~~Mr. James C. Fish, Jr.,~~in depth dsicussions will look at an aspect of ESG risk. Additionally, the Audit Committee receives quarterly reports on our compliance programs, including ethics and environmental and safety audit, with an annual in depth review of our compliance programs. Our Audit Committee also has responsibility for oversight of information and cyber security and assessment of cyber threats and defenses. Our Audit Committee receives reports from our Digital organization at least twice a year. Topics historically covered in such reports include third-party evaluation of our technology infrastructure and information security management system against the industry-standard NIST (National Institute of Standards and Technology) cybersecurity framework; risk mitigation through the Company’s enterprise-wide cyber security training, including our Board of Directors, conducted at least annually, regular simulated phishing tests and third-party penetration testing; review of the Company’s cyber incident insurance coverage and external cyber incident resources; review of the Company’s incident response plan and consideration of applicable laws and regulations, including those related to privacy.

Additional areas of ESG oversight managed by our MD&C Committee include review of employee health, welfare and benefit programs and compensation plan risk assessment. The Committee also engages in quarterly sessions with our President and Chief Executive Officer ~~is also a director~~and our Senior Vice President and Chief People Officer regarding talent development and succession planning at several levels of ~~the Company. As an employee of the Company, Mr. Fish is not an "independent" director.~~

To assist the Board in determining independence, the Board of Directors adopted categorical standards of director independence, which meet or exceed the requirements of the New York Stock Exchange. These standards specify certain relationships that are prohibited in order for the non-employee director to be deemed independent. The categorical standards our ~~Board uses in determining independence are included in our Corporate Governance Guidelines, which can be found on our website.~~

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~~In addition to these categorical standards, our Board makes a subjective determination of independence considering relevant facts and circumstances.~~

The Board reviewed all commercial and non-profit affiliations of each non-employee director and the dollar amount of all transactions between the Company and each entity with which a non-employee director is affiliated to determine independence. These transactions consisted of the Company, through its subsidiaries, providing waste management services in the ordinary course of business and the Company's subsidiaries purchasing goods and services in the ordinary course of business and included commercial dealings with Graybar Electric Company, Inc. and The AES Corporation. Ms. Mazzarella and Mr. Gluski, respectively, are the chief executive officerorganization. A critical component of these ~~entities. The Board concluded there~~talent development and succession planning efforts is the recognition that inclusion, equity and diversity are ~~no transactions between~~fundamental Company values. Recognizing the ~~Company and any entity with which a non-employee director is affiliated that (a) are prohibited~~importance of social justice, our People programs overseen by our ~~categorical standards~~MD&C Committee embrace and cultivate respect, trust, open communication and diversity of ~~independence, (b) are material individually or in~~thought and people.

Strong and effective corporate governance is established and overseen by our Nominating & Governance Committee. The Committee leads the ~~aggregate or (c) give rise to a material direct or indirect interest~~process for ~~that non-employee director. Accordingly,~~annual Board, committee and director evaluations and is responsible for review and recommendation of Board and committee composition and leadership. In connection with performing this vital function, the ~~Board has determined that each non-employee director candidate meets~~Nominating & Governance Committee reviews the ~~categorical standards~~skills, expertise and qualifications of ~~independence~~our existing directors, as well as potential external candidates, and ~~that there are no relationships that would affect independence.~~

~~Meetings~~considers matters such as inclusion and diversity, tenure and Board ~~Committees~~

~~Last year~~refreshment. These efforts deliver on the ~~Board held seven regular meetings~~Nominating & Governance Committee’s purpose to identify and ~~three special meetings,~~nominate the best possible candidates to guide and ~~each committee~~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. Please see the discussion of the Board met independently as set forth below. Each director attended at least 75% of the meetings of the Board and the committees on which he or she served. In addition, all directors attended the 2018 Annual Meeting of Stockholders. Although we do not have a formal policy regarding director attendance at annual meetings, it has been longstanding practice that all directors attend unless there are unavoidable schedule conflicts or unforeseen circumstances.

The Board appoints committees to help carry out its duties. Committee members take on greater responsibility for key issues, although all members of the Board are invited to attend all committee meetings and the committee reviews the results of its meetings with the full Board. The Board has three separate standing committees: the Audit Committee; the Management Development and Compensation Committee (the "MD&C Committee"); and the Nominating and Governance ~~Committee. Additionally,~~Committee below for more information on this robust process.

For additional information about the ~~Board has the power~~topics discussed above, including ESG goals, metrics and progress, we encourage stockholders to ~~appoint additional committees, as it deems necessary.~~

~~The Audit Committee~~

~~Mr. Gross has been the Chairman of~~review our Audit Committee since May 2010. The other members of our Audit Committee are Messrs. Clark, Gluski and Weidemeyer and Ms. Holt. Each member of our Audit Committee satisfies the additional New York Stock Exchange independence standards for audit committees set forth in Section 10A of the Exchange Act.2021 Sustainability Report at https://sustainability.wm.com. Our ~~Audit Committee held nine meetings in 2018.~~

~~Our Board of Directors has determined that Audit Committee Chairman Mr. Gross, Mr. Clark, Mr. Gluski and Ms. Holt are audit committee financial experts as defined by the SEC based on~~2021 Sustainability Report does not constitute a ~~thorough review of their education and financial and public company experience.~~

Mr. Gross was a founder of American Management Systems Inc. where he was principal executive officer for over 30 years. Since 2001, he has served as Chairman of The Lovell Group, a private investment and advisory firm. Mr. Gross holds an MBA from the Stanford University Graduate School of Business, a master's degree in engineering science from the University of Michigan and a bachelor's degree in engineering science from Rensselaer Polytechnic Institute.

Mr. Clark served as Chairman and Chief Executive Officer of ComEd from 2005 to 2012 and President of ComEd from 2001 to 2005. Mr. Clark holds a LLB from DePaul University College of Law and a BBA from DePaul University.

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Mr. Gluski has served as President, Chief Executive Officer and Director of The AES Corporation since 2011 and was Executive Vice President and Chief Operating Officer of The AES Corporation from 2007 to 2011. Mr. Gluski is a graduate of Wake Forest University and holds a PhD and MA in Economics from the University of Virginia.

Ms. Holt has served as President, Chief Executive Officer and Director of Proto Labs, Inc. since February 2014 and was President and Chief Executive Officer of Spartech Corporation from 2010 to 2013. Prior to joining Spartech, she served as Senior Vice President of PPG Industries, Inc. for over five years. Ms. Holt holds an MBA from Pace University and a bachelor's degree in chemistry from Duke University.

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 on our website. The Audit Committee generally is responsible for overseeing all matters relating to our financial statements and reporting, independent auditors and internal audit function. As part of, ~~its function, the Audit Committee reports the results of all of its reviews to the full Board. In fulfilling its duties, the Audit Committee, has the following responsibilities:~~

~~Administrative Responsibilities~~

•: ~~Report to the Board, at least annually, all public company audit committee memberships~~and is not incorporated by ~~members of the Audit Committee;~~
•: ~~Perform an annual review of its performance relative to its charter and~~reference into, this Proxy Statement or any report ~~the results of its evaluation to the full Board; and~~
•: ~~Adopt an orientation program for new Audit Committee members.~~

~~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~~filed 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~~

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•: ~~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.~~

~~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, 2018 with management and the independent registered public accounting firm, and has taken the following steps in making its recommendation that the Company's financial statements be included in its annual report:

•: First, the Audit Committee discussed with Ernst & Young, the Company's independent registered public accounting firm for fiscal year 2018, those matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301~~Communications with Audit Committees~~, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process.
•: Second, the Audit Committee discussed with Ernst & Young its independence and received from Ernst & Young 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 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, 2018, as well as Ernst & Young's report regarding the effectiveness of internal control over financial reporting.
•: Finally, the Audit Committee reviewed and discussed, with the Company's management and Ernst & Young, the Company's audited consolidated balance sheet as of December 31, 2018, and consolidated statements of operations, comprehensive income, cash flows and changes in equity for the fiscal year ended December 31, 2018, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosure.

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

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~~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 annual report for its fiscal year ended December 31, 2018. The Committee has also approved the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2019.

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BOARD OF DIRECTORS

	THE AUDIT COMMITTEE Members: Number of Meetings Held in 2021: 8
	William B. Plummer, Chairman Andrés R. Gluski Victoria M. Holt			Sean E. Menke Thomas H. Weidemeyer
	Mr. Plummer has been the Chairman of our Audit Committee since May 2020. Each member of our Audit Committee satisfies the additional New York Stock Exchange independence standards for audit committees set forth in Section 10A of the Exchange Act. Our Board of Directors has determined that Audit Committee Chairman Mr. Plummer, Mr. Gluski, Ms. Holt and Mr. Menke are audit committee financial experts as defined by the SEC based on a thorough review of their education and financial and public company experience. Additional information regarding our directors’ expertise and qualifications is available under “Election of Directors” below.
	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 on our website. The Audit Committee generally is responsible for overseeing all matters relating to our financial statements and reporting, independent auditors and internal audit function. As part of its function, the Audit Committee reports the results of all of its reviews to the full Board. In fulfilling its duties, the Audit Committee, has the following responsibilities:
	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 • Adopt an orientation program for new Audit Committee members.
	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.

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	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, 2021 with management and the independent registered public accounting firm, and has taken the following steps in making its recommendation that the Company’s financial statements be included in its annual report: • First, the Audit Committee discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm for fiscal year 2021, those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process. • 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, 2021, as well as Ernst & Young LLP’s report regarding the effectiveness of internal control over financial reporting. • 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, 2021, and consolidated statements of operations, comprehensive income, cash flows and changes in equity for the fiscal year ended December 31, 2021, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosure. 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 annual report for its fiscal year ended December 31, 2021. The Committee has also approved the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The Audit Committee of the Board of Directors ~~Patrick W. Gross,~~ William B. Plummer, Chairman ~~Frank M. Clark, Jr.~~ Andrés R. Gluski Victoria M. Holt Sean E. Menke Thomas H. Weidemeyer

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BOARD OF DIRECTORS

THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

Members:Number of Meetings Held in 2021: 5

Andrés R. Gluski, Chairman
Kathleen M. Mazzarella
William B. Plummer

John C. Pope
Maryrose T. Sylvester
Thomas H. Weidemeyer

Mr. Gluski has served as the Chairman of our MD&C Committee since May 2021. Each member of our MD&C Committee is independent in accordance with the rules and regulations of the New York Stock Exchange.

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 on our website. In fulfilling its duties, the MD&C Committee has the following responsibilities:

•

Review and establish policies governing the compensation and benefits of our executive officers;

•

Approve the compensation of our executive officers and set the bonus plan goals for those individuals;

•

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, beginning on page 23, with management. Based on their review and discussions, the MD&C Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

The Management Development and Compensation ~~Committee~~

Mr. Clark has served as the Chairman of our MD&C Committee since May 2011. The other members of the Committee are Mr. Gluski, Ms. Holt, Ms. Mazzarella, Mr. Pope and Mr. Weidemeyer. Each member of our MD&C Committee is independent in accordance with the rules and regulations of the New York Stock Exchange. The MD&C Committee held six meetings in 2018.

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 on our website. In fulfilling its duties, the MD&C Committee has the following responsibilities:

•: ~~Review and establish policies governing the compensation and benefits of our executive officers;~~
•: ~~Approve the compensation of our executive officers and set the bonus plan goals for those individuals;~~
•: ~~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.~~

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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. For additional information on the MD&C Committee, see the~~Compensation Discussion and Analysis~~ ~~beginning on page 26.~~

~~Compensation Committee Report~~

~~The MD&C Committee has reviewed and discussed the~~~~Compensation Discussion and Analysis~~~~, beginning on page 26, with management. Based on the review and discussions, the MD&C Committee recommended to the Board of Directors that the~~~~Compensation Discussion and Analysis~~ ~~be included in the Company's Proxy Statement.~~


		~~The Management Development and Compensation~~ Committee of the Board of Directors
	Andrés R. Gluski, Chairman Kathleen M. Mazzarella William B. Plummer John C. Pope Maryrose T. Sylvester Thomas H. Weidemeyer

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	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2021, Ms. Mazzarella, Ms. Sylvester and Messrs. Gluski, Plummer, Pope and Weidemeyer served on the MD&C Committee, as well as retired Director Mr. Frank M. Clark, Jr., No member of the MD&C Committee was an officer or employee of the Company during 2021; no member of the MD&C Committee is a former officer of the Company; and during 2021, none of our executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or MD&C Committee.
	THE NOMINATING AND GOVERNANCE COMMITTEE~~Chairman~~
	Members:			Number of Meetings Held in 2021: 6
	Kathleen M. Mazzarella, Chairman ~~Andrés R. Gluski~~ Victoria M. Holt ~~Kathleen M. Mazzarella~~			John C. Pope Thomas H. Weidemeyer
	Ms. Mazzarella was named Chairman of our Nominating and Governance Committee in May 2018. Each member of our Nominating and Governance Committee is independent in accordance with the rules and regulations of the New York Stock Exchange.
	Key Functions The Nominating and Governance Committee has a written charter that has been approved by the Board of Directors and can be found on our website. It is the duty of the Nominating and Governance Committee to oversee matters regarding corporate governance. In fulfilling its duties, the Nominating and Governance Committee has the following responsibilities: • Review and recommend the composition of our Board, including the nature and duties of each of our committees, in accordance with our Corporate Governance Guidelines; • 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 Chairman of the Board and review the overall effectiveness of the Board; • Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee directors to outside directors; • 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. 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 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.

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BOARD OF DIRECTORS

When nominating or re-nominating individuals to serve as directors of the Company, the Nominating and Governance Committee also consider prior contributions to the Board, evaluation feedback, tenure and age of the Board as a whole and tenure and age of the individual. The Nominating and Governance Committee also takes into account the nature and extent of the directors’ other commitments when determining whether to re-nominate that individual for election to the Board. In addition to complying with the limitations on public company board memberships set forth in the Corporate Governance Guidelines, the Committee expects each director to ensure that his or her other commitments do not interfere with his or her duties as a director of the Company. The Committee’s primary formal mechanism to support Board refreshment is the retirement age policy set forth in the Corporate Governance Guidelines, which includes the guideline that directors will not stand for reelection to the Board after reaching age 75 unless the Nominating and Governance Committee, having considered the foregoing factors, recommends otherwise. The Committee believes that existing practices have been effective at bringing in new expertise and perspectives, while also maintaining the valuable industry knowledge, experience and stability that our longer-tenured directors provide.

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 Chairman of the Nominating and Governance Committee, and the Non-Executive Chairman of the Board, as well as additional members of the Board and an outside consultant. To suggest a nominee for consideration by the Nominating and Governance Committee, you should submit your candidate’s name, together with biographical information and his or her written consent to nomination to the Chairman of the Nominating and Governance Committee, Waste Management, Inc., 800 Capitol Street, Suite 3000, Houston, Texas 77002, between October 30, 2022 and November 29, 2022. Also, see “Stockholder Proposals and Nominees for the 2022 Annual Meeting – Proxy Access Nominations” for additional information about timing, notification and informational requirements under the Company’s proxy access By-law provisions.

~~Compensation Committee Interlocks and Insider Participation~~

During 2018, Ms. Holt, Ms. Mazzarella and Messrs. Clark, Gluski, Pope and Weidemeyer served on the MD&C Committee. Mr. Bradbury H. Anderson also served on the MD&C Committee and attended two meetings in 2018 before he resigned from our Board in April 2018. No member of the MD&C Committee was an officer or employee of the Company during 2018; no member of the MD&C Committee is a former officer of the Company; and during 2018, none of our executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or MD&C Committee.

~~The Nominating and Governance Committee~~

Ms. Mazzarella was named Chairman of our Nominating and Governance Committee in May 2018. The other members of the Committee include Messrs. Gross, Pope and Weidemeyer. Each member of our Nominating and Governance Committee is independent in accordance with the rules and regulations of the New York Stock Exchange. In 2018, the Nominating and Governance Committee met five times.

The Nominating and Governance Committee has a written charter that has been approved by the Board of Directors and can be found on our website. It is the duty of the Nominating and Governance Committee to oversee matters regarding corporate governance. In fulfilling its duties, the Nominating and Governance Committee has the following responsibilities:

•: ~~Review and recommend the composition of our Board, including the nature and duties of each of our committees, in accordance with our Corporate Governance Guidelines;~~
•: ~~Evaluate the charters of each of the committees and recommend directors to serve as committee chairs;~~

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•: ~~Review individual director's performance in consultation with the Chairman of the Board and review the overall effectiveness of the Board;~~
•: ~~Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee directors to outside directors;~~
•: ~~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.~~

Potential new director candidates are identified through various methods; the Nominating and Governance Committee welcomes suggestions from directors, members of management, and stockholders. From time to time, the Nominating and Governance Committee uses outside consultants to assist with identifying potential director candidates. For all potential candidates, the Nominating and Governance Committee considers all factors it deems relevant, such as a candidate's 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. While there is no formal policy with regard to consideration of diversity in identifying director nominees, the Committee considers diversity in business experience, professional expertise, gender and ethnic background, along with various other factors when evaluating director nominees. The Nominating and Governance Committee has considered the gender and racial / ethnic composition of our Board, including the presence of two women, Mr. Clark'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. The Committee uses a matrix of experience, skills and expertise to develop criteria to select candidates. Before being nominated by the Nominating and Governance Committee, director candidates are interviewed by the Chief Executive Officer and a minimum of two members of the Nominating and Governance Committee, including the Non-Executive Chairman of the Board. Additional interviews typically include other members of the Board, representatives from senior levels of management and an outside consultant.

The Nominating and Governance Committee will consider all potential nominees on their merits without regard to the source of recommendation. The Nominating and Governance Committee believes that the nominating process will and should continue to involve significant subjective judgments. To suggest a nominee for consideration by the Nominating and Governance Committee, you should submit your candidate's name, together with biographical information and his or her written consent to nomination to the Chairman of the Nominating and Governance Committee, Waste Management, Inc., 1001 Fannin Street, Houston, Texas 77002, between October 29, 2019 and November 28, 2019.

Related Party Transactions

The Board of Directors has adopted a written Related Party Transactions Policy for the review and approval ~~or ratification~~ of related party transactions. Our policy generally defines related party transactions as current or proposed transactions since the beginning of the last fiscal year in excess of $120,000 in which ~~(i)~~(a) the Company is a participant and ~~(ii)~~(b) any ~~director,~~director; executive ~~officer or~~officer; immediate family member of any director or executive ~~officer~~officer; or party known to be the owner of more than five percent of the Company’s Common Stock has a direct or indirect material interest. In addition, the policy sets forth certain transactions that will not be considered related party transactions, including ~~(i)~~(a) executive officer compensation and benefit arrangements; ~~(ii)~~(b) director compensation arrangements; ~~(iii)~~(c) business travel and expenses, advances and reimbursements in the ordinary course of business; ~~(iv)~~(d) indemnification payments and advancement of expenses, and payments under ~~directors'~~directors’ and ~~officers'~~officers’ indemnification insurance policies; ~~(v)~~(e) any transaction between the Company and any entity in which a related party has a relationship solely as a

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~~director,~~ director; a less than 5% equity ~~holder,~~holder; a beneficial owner of the Company’s Common Stock that reports such ownership on a Schedule 13G due to lack of control or intent to influence control; or an employee (other than an executive officer); and ~~(vi)~~(f) purchases of Company debt securities, provided that the related party has a passive ownership of no more than 2% of the principal amount of any outstanding series. The Nominating and Governance Committee is responsible for overseeing the policy.

All executive officers and directors are required to notify the Chief Legal Officer ~~or the Corporate Secretary~~ as soon as practicable of any ~~proposed~~potential related party transaction ~~that they or their family members are considering entering into~~ that involves the Company. The Chief Legal Officer will determine whether ~~potential transactions~~such transaction or ~~relationships constitute~~relationship constitutes a related party ~~transactions~~transaction that must be referred to the Nominating and Governance Committee.

In the event that the Chief Legal Officer is a participant in a potential related party transaction, the determination whether the transaction must be referred to the Nominating and Governance Committee shall be made by the Chief Executive Officer, with consultation from the Corporate Secretary and the Chief Compliance and Ethics Officer. Any member of the Committee who has an interest in a transaction presented for consideration will abstain from voting on the related party transaction.

The Nominating and Governance Committee will review a detailed description of the transaction, ~~including:~~

•: including the terms of the transaction;
•: the business purpose of the transaction;
•: the benefits to the Company and to the relevant related party; and
•: whether the transaction would require a waiver of the ~~Company's~~Company’s Code of Conduct.

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In determining whether to approve a related party transaction, the Nominating and Governance Committee will consider, among other things, ~~whether:~~

the following factors:

•

whether the terms of the related party transaction are fair to the Company and such terms would be reasonable in an arms-length transaction;

•

whether there are business reasons for the Company to enter into the related party transaction;

•

whether the related party transaction would impair the independence of any non-employee director;

•

whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company; and

•

whether the related party transaction is material to the Company or the individual.

~~Any member of the Nominating and Governance Committee who has an interest in a transaction presented for consideration will abstain from voting on the related party transaction.~~

The Nominating and Governance ~~Committee's~~Committee’s consideration of related party transactions and its determination of whether to approve such a transaction are reflected in the minutes of the Nominating and Governance ~~Committee's~~Committee’s meetings. As discussed above under ~~"Independence~~“Independence of Board Members,"” the Company reviewed all transactions between the Company and each entity with which a non-employee director is affiliated, as well as all transactions between the Company and each entity with which an executive officer is affiliated, and the Company is not aware of any transactions in ~~2018~~2021 that are required to be disclosed.

Board of Directors Governing Documents

Stockholders may obtain copies of our Corporate Governance Guidelines, the charters of the Audit Committee, the MD&C Committee, and the Nominating and Governance Committee, and our Code of Conduct free of charge by contacting the Corporate Secretary, c/o Waste Management, Inc., ~~1001 Fannin~~800 Capitol Street, Suite 3000, Houston, Texas 77002 or by accessing the ~~"ESG~~“ESG — Corporate ~~Governance"~~Governance” section of the ~~"Investor Relations"~~“Investors” page on our website at www.wm.com.

~~www.wm.com~~.

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Non-Employee Director Compensation

Our non-employee director compensation program consists of equity awards and cash consideration. Director compensation is recommended annually by the MD&C Committee, with the assistance of an independent third-party consultant, and set by action of the Board of Directors. ~~Non-employee director compensation had been held flat since 2014, until the equity component of our non-employee director compensation was increased in February 2017.~~ The ~~Board's~~Board’s goal in designing ~~directors'~~directors’ compensation is to provide a competitive package that will enable the Company to attract and retain highly skilled individuals with relevant experience. The compensation is also designed to reward the time and talent required to serve on the board of a company of our size and complexity. The Board seeks to provide sufficient flexibility in the form of compensation delivered to meet the needs of different individuals while ensuring that a substantial portion of ~~directors'~~directors’ compensation is linked to the long-term success of the Company.

The 2021 non-employee director compensation levels were established in February 2020.

Equity Compensation

Non-employee directors receive an annual grant of shares of Common Stock under the ~~Company's~~Company’s 2014 Stock Incentive Plan. The shares are fully vested at the time of grant; however, non-employee directors are required to hold all net shares until one year after retirement and are subject to ownership guidelines, as discussed below. The grant of shares is generally made in two equal installments, and the number of shares issued is based on the market value of our Common Stock on the dates of grant, which are typically January 15 and July 15 of each year. Each non-employee director serving at the time received a grant of Common Stock valued at ~~$77,500~~approximately $82,500 in ~~each of~~ January ~~2018~~2021 and July ~~2018.~~

2021. Mr. ~~Bradbury H. Anderson served as our Non-Executive Chairman of the Board until his resignation in April 2018. On January 15, 2018, he~~Weidemeyer received an additional grant of Common Stock valued at approximately $50,000 ~~for his service~~ in ~~such role for the first half~~each of 2018. Upon Mr. Weidemeyer's election as Non-Executive Chairman of the Board in May 2018, he received an additional prorated grant of Common Stock valued at approximately $16,500 for his service in such role from the date of his election untilJanuary 2021 and July ~~15, 2018. Mr. Weidemeyer then received an additional grant of Common Stock valued at $50,000 on July 15, 2018~~2021 for his service as Non-Executive Chairman of the Board ~~for the remainder of 2018.~~

in 2021.

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BOARD OF DIRECTORS

Cash Compensation

All non-employee directors receive an annual cash retainer for Board service and additional cash retainers for serving as a committee chair. Directors do not receive meeting fees in addition to the retainers. The annual cash retainer is generally paid in advance in two equal installments in January and July of each year. The table below sets forth the cash retainers for ~~2018:~~

2021:

Annual Retainer:


$115,000 Annual Chair Retainers: $100,000 for Non-Executive Chairman $25,000 for Audit Committee Chair $20,000 for MD&C Committee Chair $20,000 for Nominating and Governance Committee Chair ~~Annual Retainer~~		~~$110,000~~
~~Annual Chair Retainers~~		~~$100,000 for Non-Executive Chairman~~
		~~$25,000 for Audit Committee Chair~~
		~~$20,000 for MD&C Committee Chair~~
		~~$15,000 for Nominating and Governance Committee Chair~~

Stock Ownership Guidelines for Non-Employee Directors

Our non-employee directors are subject to ownership guidelines that establish a minimum ownership level and require that all net shares received in connection with a stock award, after selling shares to pay all applicable taxes, be held ~~during~~throughout their tenure as a ~~director and~~director. The ownership guideline for one year following termination of Board service. The MD&C Committee amended the ownership guidelines for employees and directors in November 2018 to increase the assumed stock price from $60 per share to $80 per share, to better reflect more recent sustained market prices for our Common Stock. As a result, non-employee directors ~~are now required~~is equal to ~~hold 7,000 shares, valued at~~ approximately five times the ~~2018 annual~~non-employee directors’ annualized cash ~~retainer for non-employee directors.~~retainer. As of December 31, 2021, this amount was $575,000. There is no deadline for non-employee directors to reach their ownership

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guideline; however, the MD&C Committee performs regular reviews to confirm that all non-employee directors are in compliance or are showing sustained progress toward achievement of their ownership guideline. ~~All~~Based on the closing price of our Common Stock on March 15, 2022, all of our non-employee directors have reached the ownership guideline, except our newest directors, Mr. Menke and Ms. Sylvester, are making appropriate progress toward the ownership guideline. Additionally, our Insider Trading Policy provides that directors are not permitted to hedge their ownership of Company securities, including trading in options, warrants, puts and calls or similar derivative instruments on any security of the Company or selling any security of the Company ~~"short."~~

“short.”

Director Compensation Table

The table below shows the aggregate cash paid, and stock awards issued, to the non-employee directors in ~~2018~~2021 in accordance with the descriptions set forth above:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Frank M. Clark, Jr.(2)		67,500		82,541		150,041
Andrés R. Gluski(3)		128,600		165,039		293,639
Victoria M. Holt		115,000		165,039		280,039
Kathleen M. Mazzarella		135,000		165,039		300,039
Sean E. Menke(4)		95,833		137,542		233,375
William B. Plummer		140,000		165,039		305,039
John C. Pope		115,000		165,039		280,039
Maryrose T. Sylvester(4)		95,833		137,542		233,375
Thomas H. Weidemeyer		215,000		264,967		479,967

(1)

Name Fees Earned
or Paid in
Cash ($) Stock
Awards
($)⁽¹⁾ Total ($)
Bradbury H. Anderson⁽²⁾
105,000 127,501 232,501
Frank M. Clark, Jr.
130,000 154,954 284,954
Andrés R. Gluski
110,000 154,954 264,954
Patrick W. Gross
135,000 154,954 289,954
Victoria M. Holt
110,000 154,954 264,954
Kathleen M. Mazzarella⁽³⁾
120,000 154,954 274,954
John C. Pope
110,000 154,954 264,954
Thomas H. Weidemeyer⁽⁴⁾
184,167 221,668 405,835

~~(1)~~: Amounts in this column represent the grant date fair value of stock awards granted in ~~2018,~~2021, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The grant date fair value of the awards is equal to the number of shares issued multiplied by the average of the high and low market price of our Common Stock on each date of grant; there are no assumptions used in the valuation of shares.

(2)

As of the 2021 Annual Meeting, Mr. ~~Anderson served~~Clark had reached the retirement age set forth in the Company’s Corporate Governance Guidelines; therefore, he did not stand for re-election and his term as a director ~~and Non-Executive Chairman~~ of the ~~Board until his resignation in April 2018.~~

Company expired on May 11, 2021.

(3)

~~"Fees Earned or Paid in Cash" includes a~~

Mr. Gluski received prorated cash ~~retainer~~compensation for service as MD&C Committee Chairman from May 11, 2021 until the next regular installment of ~~$2,500~~compensation payments in July 2021.

(4)

Mr. Menke and Ms. Sylvester were elected to our Board on March 15, 2021 and each received prorated equity compensation and cash compensation for ~~Ms. Mazzarella's~~ service as ~~Chairman~~a director from the date of election until the ~~Nominating and Governance Committee from her appointment~~next regular installments in ~~May 2018 to~~ July ~~15, 2018. She received an additional $7,500 cash retainer for her service in such role for the remainder of 2018.~~

~~(4)~~

"Fees Earned or Paid in Cash" includes a cash retainer of $7,500 for Mr. Weidemeyer's service as Chairman of the Nominating and Governance Committee prior to Ms. Mazzarella's appointment to such position and a prorated cash retainer installment of $16,667 for Mr. Weidemeyer's service as Non-Executive Chairman of the Board from his election in May 2018 to July 15, 2018. He received an additional $50,000 cash retainer for his service in such role for the remainder of 2018.

2021.

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~~ELECTION OF DIRECTORS~~

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(~~ITEM~~Item 1 ~~ON THE PROXY CARD)~~
on the Proxy Card)

The first item on the proxy card is the election of ~~eight~~nine directors to serve until the ~~2020~~2023 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. The Board has nominated the ~~eight~~nine director candidates named below and recommends that you voteFOR their election. If any nominee is unable or unwilling to serve as a director, which we do not anticipate, the Board, by resolution, may reduce the number of directors that constitute the Board or may choose a substitute. To be elected, a director must receive a majority of the votes cast with respect to that director at the meeting. Our Company’s By-laws provide that if the number of shares voted ~~"for"~~“for” any director nominee does not exceed 50% of the votes cast with respect to that director, he or she will tender his or her resignation to the Board of ~~Directors.~~Directors contingent on the acceptance of such resignation by the Board. The Nominating and Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days of the date of the certification of the election results.

The table below shows all of our director nominees; their ages, terms of office on our Board; experience within at least the past five years; and qualifications our Board considered when inviting them to serve as a director as well as nominating them for re-election. We believe that, as a general matter, our ~~directors'~~directors’ past five years of experience gives an indication of the wealth of knowledge and experience these individuals have and that our Board considered; however, we have also included specific skills and areas of expertise that makes each of these individuals a valuable member of our Board. Each of the director nominees currently serves on our Board of Directors.

~~DIRECTOR NOMINEES~~

Director Nominees

	James C. Fish, Jr.
~~FRANK M. CLARK, JR.~~
	Age: 59 Director since: 2016
		~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness ~~Chairman~~ Experience President and Chief Executive Officer — ~~ComEd (energy services company and subsidiary of Exelon Corporation) from 2005 to 2012; President — ComEd from 2001 to 2005.~~ ~~Executive Vice President and Chief of Staff — Exelon Corporation (public utility holding company) from 2004 to 2005; Senior Vice President — Exelon Corporation from 2001 to 2004.~~ ~~Director of Aetna,~~Waste Management, Inc. since ~~2006.~~ ~~President of the Chicago Board of Education.~~ ~~Director of BMO Financial Corp., a private company, from 2005 to December 2016.~~
~~Age:~~ 73 ~~Director since:~~ ~~2002~~ ~~Board Committees:~~ ~~Audit and Management Development & Compensation (Chair)~~		~~QUALIFICATIONS~~ ~~Mr. Clark~~November 2016; also served in executive positions at a large public utility company for over a decade, providing him with extensive experience and knowledge of large company management, operations and business critical functions. His background in policy-related matters, including regulatory and governmental affairs, human resources and labor relations are a valuable asset to the Company. He also brings over 15 years of experience as ~~a member of a public company board of directors.~~

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~~JAMES C. FISH, JR.~~

~~Age:~~ 56 ~~Director since:~~ ~~November 2016~~		~~POSITION AND BUSINESS EXPERIENCE~~ President and Chief Financial Officer — from July 2016 to November ~~2016.~~ 2016; Executive Vice President and Chief Financial Officer from 2012 to July ~~2016.~~ 2016; Senior Vice President — Eastern Group from 2011 to ~~2012.~~ 2012; Area Vice President — Pennsylvania and West Virginia Area from 2009 to ~~2011.~~ 2011 and Market Area General Manager — Western Pennsylvania/West Virginia from 2008 to 2009 and Rhode Island/Southern Massachusetts from 2006 to 2008. ~~QUALIFICATIONS~~Qualifications Mr. Fish ishas been our President and Chief Executive Officer ~~having been promoted to~~and a member of the ~~position of Chief Executive Officer and elected to our~~ Board of Directors insince November 2016. Mr. Fish joined the Company in 2001 and held several key positions with the Company prior to his promotion, including Executive Vice President and Chief Financial Officer, Senior Vice President for the ~~Company's~~Company’s Eastern Group, Area Vice President for the Pennsylvania and West Virginia Area and Vice President of Price Management. As a result, Mr. Fish has a broad and deep understanding of the Company and the strategic actions necessary to deliver stockholder value.

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	Andrés R. Gluski
~~ANDRÉS R. GLUSKI~~

Age: 61 64 Director since: ~~January~~ 2015 Board Committees: Audit and Management Development & Compensation (Chair)		~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness Experience President, Chief Executive Officer and Director — The AES Corporation (global energy company) since 2011; also served as Executive Vice President and Chief Operating Officer ~~— The AES Corporation~~ from 2007 to 2011. Director of AES Gener (Chile) ~~since 2005.~~ ~~Director of Cliffs Natural Resources~~ from ~~2011~~2005 to ~~July 2014.~~ January 2020. ~~QUALIFICATIONS~~Qualifications ~~During his tenure as President and~~As CEO of The AES Corporation, a Fortune 500 company ~~that is a global energy business~~ in ~~renewables, energy storage and conventional energy,~~the electricity sector, Mr. Gluski has led the transformation of the company to become a ~~major reorganization~~leader in renewable energy, energy storage and ~~cost savings program and construction program. Over~~cloud-based energy efficiency services. In 2021, AES was the ~~past twenty years,~~largest seller of renewable energy to corporate customers in the world, according to Bloomberg New Energy Finance. Under his leadership, AES has been designated as one of the World’s Most Ethical Companies by the Ethisphere® Institute every year since 2014. Mr. Gluski has served in executive positions in the electricity, telecoms and banking sectors and has been involved in many aspects of acquisitions, sales, financings and debt restructurings. He has served on boards of Fortune 200 corporations, as well as on President Obama's Export Council, and is the Chairman of the Americas Society and Council of the Americas.

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~~PATRICK W. GROSS~~

~~Age:~~ 74 ~~Director since:~~ ~~2006~~ ~~Board Committees:~~ ~~Audit (Chair) and Nominating & Governance~~		~~POSITION AND BUSINESS EXPERIENCE~~ ~~Chairman — The Lovell Group (private investment and advisory firm) since 2001.~~ ~~Director of Liquidity Services, Inc. since 2001.~~ ~~Director of Career Education Corporation since 2005.~~ ~~Director of Rosetta Stone, Inc. since 2009.~~ ~~Director of Capital One Financial Corporation from 1995 to July 2017.~~ ~~QUALIFICATIONS~~ Mr. Gross was a founder of American Management Systems, Inc., a global business and information technology firm, where he was a principal executive officer for over 30 years. Mr. Gross was responsible for major corporate clients in providing IT-based applications and advanced data analytics. As a result, he has extensive experience in ~~applying information technology, advanced analytics~~finance and ~~risk management analytics in global companies.~~operations. He is currently on the Executive Committee of the Edison Electric Institute’s Board of Directors and serves as Chairman of the Council of the Americas. Mr. Gluski has been voted one of the “Most Influential Leaders” by Latino Leaders magazine and served on boards of major public and private corporations in distribution, technology and services sectors. His background, education and board service provide him with expertise in finance, accounting and cybersecurity. The President’s Advisory Council for Trade from 2013 to 2016.

	Victoria M. Holt
~~VICTORIA M. HOLT~~

Age: 61 64 Director since: 2013 Board Committees: Audit and ~~Management Development~~Nominating & ~~Compensation~~ Governance		~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness Experience Retired President and Chief Executive Officer ~~and Director~~ — Proto Labs, Inc. (online and technology-enabled quick-turn manufacturer) ~~since February 2014.~~ ~~President and Chief Executive Officer~~, served from 2014 to March 2021; also served as Director from 2014 — ~~Spartech Corporation (a leading producer of plastic sheet, compounds and packaging products) from 2010 to 2013;~~ May 2021. Director of ~~Spartech Corporation from 2005 to 2013.~~ ~~Senior Vice President, Glass and Fiber Glass, PPG Industries, Inc. (a coatings and specialty products company) from 2005 to 2010.~~ Piper Sandler Companies since September 2019. Director of ~~Watlow Electric Manufacturing Company, a private company,~~A. O. Smith Corp. since ~~2012.~~ April 2021. ~~QUALIFICATIONS~~Qualifications Ms. Holt has served in executive positions at public companies for many years, providing her with extensive knowledge about operations, management, logistical requirements and measuring financial performance of large public companies. Her background and education provide her with expertise in applying environmental solutions, ~~critical~~and she brings particular focus to ~~our Company's strategy.~~execution of the Company’s technology-led growth strategy and use of data analytics. She also has many years of experience serving on ~~a public company~~the board of ~~directors.~~ directors for public companies.

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	Kathleen M. Mazzarella
~~KATHLEEN M. MAZZARELLA~~

Age: 59 62 Director since: ~~October~~ 2015 Board Committees: Management ~~Management~~ Development & Compensation and Nominating & Governance (Chair)		~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness 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 2013; also served as President and Chief Executive Officer ~~— Graybar Electric Company, Inc.~~ from 2012 to ~~2013;~~2013 and Executive Vice President and Chief Operating Officer ~~— Graybar Electric Company, Inc.~~ from 2010 to 2012. Director of Cigna Corporation since December 2018. Director of Express Scripts Holding Company from June 2017 until acquisition by Cigna Corporation in December ~~2018; Director of Cigna Corporation since December~~ 2018. Director of Core & Main ~~a private company,~~ since January 2019. ~~Director of Federal Reserve Bank of St. Louis since January 2015; Chair of the Board since April 2016.~~ ~~QUALIFICATIONS~~Qualifications Ms. Mazzarella has experience serving as the chief executive of a large corporation, developing expertise in the areas of logistics and supply chain management. During her ~~39-year~~more than 40-year tenure at Graybar, Ms. Mazzarella has held executive-level positions in sales, human resources, strategic planning and marketing. This diverse background combined with her deep and valuable experience leading various aspects of a customer-focused business will help the Company achieve its strategy to ~~know and service its customers better than anyone in the industry.~~provide an exceptional customer experience. She also has experience serving on large public company, private company and non-profit boards.

	Sean E. Menke
	Age: 53 Director since: March 2021 Board Committee: Audit			Position and Business Experience Chief Executive Officer and Director — Sabre Corporation (software and technology solutions provider to the travel industry) since December 2016; also served as President of Sabre Corporation from 2016 to December 2021. Qualifications Mr. Menke is a proven transformation leader, using his extensive experience in technology and transportation operations to bring together strategy and data to address complex issues. Mr. Menke has substantial executive leadership experience, having served as President and Chief Executive Officer of Sabre Corporation since 2016, preceded by more than 20 years in the airline industry. His expertise in logistics and commitment to delivering efficient, customer-focused innovation through imaginative technology solutions will help further the Company’s strategy to differentiate our services. Mr. Menke also has several years of experience serving on a public company board of directors.

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	William B. Plummer
~~JOHN C. POPE~~

Age: 69 63 Director since: ~~1997~~ 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 October 2018; also served as Senior Adviser from October 2018 to January 2019. Director of Global Payments Inc. since May 2017. Director of Mason Industrial Technology, Inc. since February 2021. 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 has more than two decades of financial leadership experience. During his tenure at United Rentals, Mr. Plummer was responsible for the development of the company’s finance activities, investor relations, and co-led its merger, acquisition and divestiture strategies. Mr. Plummer also served as Chief Financial Officer of Dow Jones & Company, where he set policy for global finance and corporate strategy. Mr. Plummer has experience as a member of the board of directors of a number of other large public companies, with particular focus on audit committee service and leadership.

	John C. Pope
	Age: 72 Director since: 1997 Board Committees: Management Development & Compensation and Nominating & Governance			~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness Experience Chairman of the Board — PFI Group (private investment firm) since 1994. ~~Chairman of the Board~~ Lead Director — ~~R.R. Donnelley & Sons~~The Kraft Heinz Company since ~~May 2014; Director of R.R. Donnelley & Sons Company, or predecessor companies, since 1996.~~ January 2021; Director of The Kraft Heinz Company, or predecessor companies including Kraft Foods Group, Inc., since 2001. Director of Talgo S.A. since ~~May~~ 2015. ~~Former Directorships: Con-way, Inc.,~~ Chairman of the Board — R.R. Donnelley & Sons Company from 2014 to February 2022; Director of R.R. Donnelley & Sons Company, or predecessor companies, from ~~2003~~1996 to ~~October 2015; Dollar Thrifty Automotive Group, Inc. from 1997 to 2012; and Navistar International Corporation from 2012 to 2013.~~ February 2022. ~~QUALIFICATIONS~~Qualifications Prior to his service on the boards of multiple major corporations, Mr. Pope served in executive operational and financial positions at large airline companies for almost 20 years, providing him with extensive experience and knowledge of management of large public companies with large-scale logistical challenges, high fixed-cost structure and significant capital requirements. His background, education and board service also provide him with expertise in finance and accounting. Mr. Pope has served on the board of directors for many public companies for over 30 years.

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	Maryrose T. Sylvester
~~THOMAS H. WEIDEMEYER~~

Age: 71 56 Director since: ~~2005~~ March 2021 Board Committee: Management Development & Compensation		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 2019; also served as President and Chief Executive Officer — GE Lighting from 2011 to 2015 and President and Chief Executive Officer — GE Intelligent Platforms (GE Fanuc) from 2006 to 2011. Director of Harley-Davidson, Inc. since August 2016. Director of Vontier Corporation since March 2021. Qualifications Ms. Sylvester is a strategic, growth-oriented leader who is passionate about technology, innovation and automation. Through her recent experience leading the U.S. electrification business for ABB Group, combined with her 19 years of executive leadership for divisions of GE, Ms. Sylvester has developed expertise in delivering technology-enabled and energy-efficient sustainable solutions. Ms. Sylvester brings extensive knowledge regarding consumer marketing, supply chain strategy, and operational improvement. She also has valuable governance experience from her service on public company boards.

	Thomas H. Weidemeyer
	Age: 74 Director since: 2005 Chairman of the ~~Board~~ ~~since:~~ ~~May 2018~~ Board since: May 2018 Board Committees: Audit, Management Development & Compensation and Nominating & Governance			~~POSITION AND BUSINESS EXPERIENCE~~Position and B usiness Experience Retired Chief Operating Officer — United Parcel Service, Inc. (package delivery and supply chain services company), served from 2001 to 2003; also served as Director from 1997 to 2003 and Senior Vice President ~~— United Parcel Service, Inc.~~ from 1994 to 2003. Former President, UPS Airlines (UPS owned airline) from 1994 to 2003. Director of NRG Energy, Inc. since 2003. Director of The Goodyear Tire & Rubber Company ~~since 2004.~~ ~~Director of Amsted Industries Incorporated, a private company, since 2007.~~ from 2004 to April 2020. ~~QUALIFICATIONS~~Qualifications Mr. Weidemeyer served in executive positions at a large public company for several years and has served as our Non-Executive Chairman of the Board since May 2018. His roles encompassed significant operational management responsibility, providing him knowledge and experience in an array of functional areas critical to large public companies, including supply chain and logistics management. Mr. Weidemeyer also has over 1520 years of experience serving on the board of directors for public companies.

~~THE BOARD~~ 2022 Proxy Statement | 19

TABLE OF ~~DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE EIGHT~~ CONTENTS

DIRECTOR ~~NOMINEES.~~AND OFFICER STOCK OWNERSHIP

~~Table of Contents~~

~~DIRECTOR AND OFFICER STOCK OWNERSHIP~~

Our Board of Directors has adopted stock ownership guidelines for our non-employee directors based on the recommendation of the MD&C Committee, as described in the Non-Employee Director Compensation ~~on page 14 of this Proxy Statement.~~discussion. Our executive officers, including Mr. Fish, are also subject to stock ownership guidelines, as described in theCompensation Discussion and ~~Analysis~~Analysis.

~~beginning on page 26 of this Proxy Statement.~~

The Security Ownership of Management table below shows the number of shares of Common Stock each director ~~nominee~~ and each executive officer named in the Summary Compensation Table ~~on page 44~~ beneficially owned as of March ~~19, 2019,~~15, 2022, our record date for the ~~annual meeting,~~Annual Meeting, as well as the number owned by all directors and ~~currently-serving~~ executive officers as a group. These individuals, both individually and in the aggregate, own less than 1% of our outstanding shares as of the record date.

~~Security Ownership of Management~~

SECURITY OWNERSHIP OF MANAGEMENT

Name	Shares of Common Stock Owned(1)		Shares of Common Stock Covered by Exercisable Options(2)
Andrés R. Gluski		13,759		—
Victoria M. Holt		19,257		—
Kathleen M. Mazzarella(3)		11,671		—
Sean E. Menke		1,551		—
William B. Plummer		3,776		—
John C. Pope		55,065		—
Maryrose T. Sylvester		1,551		—
Thomas H. Weidemeyer(4)		35,324		—
James C. Fish, Jr.(5)		245,226		140,703
Devina A. Rankin		49,428		37,125
John J. Morris, Jr.		107,552		49,801
Charles C. Boettcher		31,680		34,518
Tara J. Hemmer		37,517		44,005
All directors and executive officers as a group (19 persons)(6)		738,854		468,586

Name Shares of Common
Stock Owned⁽¹⁾ Shares of Common
Stock Covered by
Exercisable Options⁽²⁾
Frank M. Clark, Jr.
31,352 —
Andrés R. Gluski
9,857 —
Patrick W. Gross
24,207 —
Victoria M. Holt
15,959 —
Kathleen M. Mazzarella⁽³⁾
7,769 —
John C. Pope
52,720 —
Thomas H. Weidemeyer⁽⁴⁾
29,007 —
James C. Fish, Jr.
249,858 84,314
Devina A. Rankin
20,017 26,329
James E. Trevathan, Jr.⁽⁵⁾
398,038 135,310
Jeff M. Harris⁽⁵⁾.
51,490 —
John J. Morris, Jr.
80,151 50,196
All directors and currently-serving executive officers as a group (17 persons)⁽⁶⁾
585,375 317,174
(1)

~~(1)~~: The table reports beneficial ownership in accordance with Rule 13d-3 under the Exchange Act. The amounts reported above include ~~3,883~~4,081 stock equivalents attributed to Mr. Fish and ~~2,184~~2,295 stock equivalents ~~attributable~~attributed to Mr. Morris, based on their holdings in the ~~Company's~~Company’s 401(k) Retirement Savings Plan stock fund. The amounts reported above also include 94,844 shares of Common Stock deferred by Mr. ~~Fish and 54,785 shares of Common Stock deferred by Mr. Trevathan.~~Fish. Deferred shares were earned on account of vested equity awards and pay out in shares of Common Stock after the ~~executive's~~executive’s departure from the Company pursuant to the ~~Company's~~Company’s 409A Deferral Savings Plan ("(“409A Deferral ~~Plan"~~Plan”).

Executive officers may choose a Waste Management stock fund as an investment option for deferred cash compensation under the ~~Company's~~Company’s 409A Deferral Plan. Interests in the fund are considered phantom stock because they are equal in value to shares of our Common Stock, but these amounts are not invested in stock or ~~funds and are paid out in cash after the executive's departure from the Company.~~funds. Phantom stock is not included in the table above, but it represents an investment risk based on the performance of our Common Stock. Mr. Morris has ~~2,370~~2,491 phantom stock equivalents under the 409A Deferral Plan.

(2)

Includes the number of options currently exercisable and options that will become exercisable within 60 days of our record date.

(3)

~~Table of Contents~~

~~(3)~~: Shares are held by the Mazzarella Living Trust, ~~a joint revocable trust~~ for which Ms. Mazzarella and her husband serve as trustees.

(4)

~~(4)~~

Shares are held by the Thomas H. Weidemeyer ~~Living~~and Mary R. Weidemeyer Trust, ~~a joint revocable trust~~ for which Mr. Weidemeyer and his wife serve as trustees.

(5)

~~(5)~~

~~Ownership information~~

Includes 95,577 shares held in trusts for the benefit of Mr. Harris and Mr. Trevathan is as of December 31, 2018, which is the date that they each retired from the Company and the last date that each of them verified their ownership of the Company's Common Stock. As of that date, (i) the shares owned by Mr. Harris were held by the Jeff Harris Revocable Trust, for which Mr. Harris serves as trustee and (ii) the number of shares owned by Mr. Trevathan included 170,171 shares that are pledged as security for a loan. None of our directors or currently-serving executive officers have pledged Company Common Stock.Fish’s minor children.

(6)

~~(6)~~

Included in the ~~"All~~“All directors and ~~currently-serving~~ executive officers as a ~~group"~~group” are ~~10,145~~10,949 stock equivalents attributable to the executive ~~officers'~~officers’ collective holdings in the ~~Company's~~Company’s 401(k) Retirement Savings Plan stock fund. This group also holds an aggregate of ~~8,939~~8,729 phantom stock equivalents under the 409A Deferral Plan that are not included in the table.

~~Table of Contents~~

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2022 Proxy Statement

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~

The table below shows information for persons known to us to beneficially own more than 5% of our Common Stock based on their filings with the SEC through March ~~19, 2019.~~

15, 2022.

	Shares Beneficially Owned
Name and Address	Number		Percent(1)
William H. Gates III 500 Fifth Avenue North Seattle, WA 98109		35,234,344(2)		8.5%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		34,980,666(3)		8.4%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		29,941,759(4)		7.2%

Shares Beneficially
Owned
Name and Address Number Percent⁽¹⁾
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
35,868,555 ⁽²⁾ 8.4
William H. Gates III
One Microsoft Way
Redmond, WA 98052

33,117,344
⁽³⁾
7.8
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

31,659,414
⁽⁴⁾
7.5

(1)

~~(1)~~: Percentage is calculated using the number of shares of Common Stock outstanding and entitled to vote as of March ~~19, 2019.~~15, 2022.

(2)

~~(2)~~

This information is based on a Schedule 13G/A filed with the SEC on February 11, 2019. The Vanguard Group reports that it has sole or shared voting power over 639,032 shares of Common Stock and sole or shared dispositive power over 35,868,555 shares of Common Stock beneficially owned.

~~(3)~~

~~This information is based on a Schedule 13G/A filed with the SEC on February 13, 2019.~~14, 2022. Mr. Gates reports that he has sole voting and dispositive power over ~~14,483,672~~16,600,672 shares of Common Stock held by Cascade Investment, L.L.C., as the sole member of such entity. Additionally, the Schedule 13G/A reports that Mr. Gates and Melinda French Gates share voting and dispositive power over 18,633,672 shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation ~~Trust.~~Trust, as co-trustees.

(3)

~~(4)~~

This information is based on a Schedule 13G/A filed with the SEC on February ~~6, 2019.~~9, 2022. The Vanguard Group reports that it has shared voting power over 641,208 shares of Common Stock, shared dispositive power over 1,612,971 shares of Common Stock and sole dispositive power over 33,367,695 shares of Common Stock beneficially owned.

(4)

This information is based on a Schedule 13G/A filed with the SEC on February 1, 2022. BlackRock, Inc. reports that it has sole voting power over ~~28,081,035~~25,700,248 shares of Common Stock and sole dispositive power over ~~31,659,414~~29,941,759 shares of Common Stock beneficially owned.

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

DELINQUENT SECTION 16(A) REPORTS

The federal securities laws require our executive officers and directors to file reports of their holdings and transactions in our Common Stock with the ~~SEC and the New York Stock Exchange.~~SEC. Based on a review of the forms and written representations from our executive officers and directors, we ~~believe~~are aware of one delinquent report for 2021. On December 14, 2021, Ms. Nagy received a grant of restricted stock units that ~~all applicable requirements were complied with~~will vest in ~~2018.~~

~~Table~~full on the third anniversary of ~~Contents~~

the date of grant. Due to an administrative error, this grant was not reported on a Form 4 at the time, but upon discovery was reported on a Form 5 in January 2022.

2022 Proxy Statement | 21

TABLE OF CONTENTS

EXECUTIVE OFFICERS

~~EXECUTIVE OFFICERS~~

The following is a listing of our current executive officers, their ages and their business experience for ~~at least~~ the past five years (other than Mr. Fish, whose age, experience and qualifications are included in the ~~Director Nominees~~director nominees section of this Proxy ~~Statement beginning on page 16)~~Statement). Unless otherwise specified, all prior positions listed below were with our Company.

	Name			Age
~~Name~~		~~Age~~				Positions Held and Business Experience for Past Five Years
	Steven R. Batchelor			61 64		• Senior Vice President — Operations since January 2019.
					• Vice President, Collections and Fleet Operations from 2013 to December 2018.
	Charles C. Boettcher			45 48		• 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 ~~since~~from January ~~2017.~~
					2017 to May 2019. • Also served as Chief Compliance Officer from May 2017 to February 2018.
	Rafael E. Carrasco			50		• ~~Vice President and General Counsel from September 2016 to December 2016.~~
					• ~~Executive Vice President, Chief Financial Officer and General Counsel of Oilfield Water Logistics, a produced water gathering, transportation and disposal company, from November 2015 to August 2016.~~
					• Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Eagle Rock Energy Partners, L.P., a master limited partnership engaged in midstream gathering and processing, upstream exploration and production and minerals/royalties, from 2007 to October 2015.
~~Tara J. Hemmer~~			46		• Senior Vice President — Operations since ~~January 2019.~~July 2021. • Area Vice President — Greater Mid-Atlantic Area from April 2017 to June 2021. • Area Vice President — Eastern Canada Area from 2016 to March 2017.
	Tara J. Hemmer			49		• Senior Vice President and Chief Sustainability Officer since July 2021. • Senior Vice President — Operations from January 2019 to June 2021. • Senior Vice President — Operations, Safety and Environmental Compliance from January 2018 to December 2018.
					• Vice President — Disposal Operations, Closed Sites and Environmental Compliance from September 2017 to January 2018.
					• Area Vice President — Greater Mid-Atlantic Area from 2012 to May 2017.
	John J. Morris, Jr.			49 52		• Executive Vice President and Chief Operating Officer since January 2019.
					• Senior Vice President — Operations from 2012 to December 2018.
					• ~~Chief Strategy Officer from March 2012 to July 2012.~~
					• ~~Area Vice President — Greater Mid-Atlantic Area from 2011 to 2012.~~

~~Table of Contents~~

~~Name~~				~~Positions Held and Business Experience for Past Five Years~~

Leslie K. Nagy		44 47			• Vice President and Chief Accounting Officer since November 2017.
				• Principal Accounting Officer and Controller, Parker Drilling Company, an oilfield services company, from ~~April~~ 2014 to November 2017.
				• ~~Director of Finance and Assistant Controller, Parker Drilling Company, from 2011 to March 2014.~~
Tamla D. Oates-Forney		4750			• Senior Vice President and Chief ~~Human Resources~~People Officer since December 2018.
				• Vice President, Human Resources, GE Energy Connections, an electrification and automation business included in the General Electric Company multinational conglomerate, from ~~October~~ 2014 to April 2018.
				• ~~Senior Executive, Human Resources Director, GE Africa, an emerging market included in the General Electric multinational conglomerate, from 2010 to September 2014.~~
Devina A. Rankin		43 46			• ~~Senior~~ Executive Vice President and Chief Financial Officer since February ~~2017.~~
				2020. • Senior Vice President and Chief Financial Officer from February 2017 to February 2020. • Also continued to serve as Treasurer from February 2017 to August 2017.
				• Vice President, Treasurer and Acting Chief Financial Officer from January 2017 to February 2017.
				• ~~Vice President and Treasurer from 2012 to January 2017.~~
Nikolaj H. Sjoqvist		46 49			• Senior Vice President and Chief Digital Officer since October 2017.
				• Vice President — Revenue Management from 2012 to October 2017.
	Michael J. Watson		49 52			• Senior Vice President and Chief Customer Officer since October 2018.
				• Area Vice President — Illinois / Missouri Valley Area from 2013 to September 2018.

22 |

2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS 

EXECUTIVE COMPENSATION

~~EXECUTIVE COMPENSATION~~

COMPENSATION DISCUSSION AND ANALYSIS

I ~~Introduction~~
ntroduction

The ~~Company's~~Company’s Compensation Discussion and Analysis provides information about the ~~Company's~~Company’s executive compensation philosophy and the components of its compensation programs. This includes information about how compensation of the ~~Company's~~Company’s named executive officers for the fiscal year ended December 31, ~~2018~~2021 aligned with the ~~Company's 2018~~Company’s 2021 financial goals and performance. The Compensation Discussion and Analysis helps readers better understand the information found in the Summary Compensation Table and other accompanying tables included in this Proxy Statement.

This Compensation Discussion and Analysis focuses on our executive pay program as it relates to the following executive officers during 2021, whom we refer to as the ~~"named~~“named executive ~~officers"~~officers” or ~~"named executives"~~“named executives”:

•

Mr. James C. Fish, Jr. — President and Chief Executive Officer since November 2016.

•

Ms. Devina A. Rankin — ~~Senior~~Executive Vice President and Chief Financial Officer since February ~~2017.~~2020.

•

Mr. ~~James E. Trevathan,~~John J. Morris, Jr. — Executive Vice President and Chief Operating Officer since ~~July 2012. Mr. Trevathan retired from the Company as of December 31, 2018.~~January 2019.

•

Mr. ~~Jeff M. Harris~~Charles C. Boettcher — Executive Vice President, Corporate Development and Chief Legal Officer since February 2020.

•

Ms. Tara J. Hemmer — Senior Vice President and Chief Sustainability Officer since July 2021; Senior Vice President — Operations ~~since July 2012. Mr. Harris retired~~ from January 2019 to June 2021.

For additional information about the named executives’ background and prior experience with the Company, ~~as of December 31, 2018.~~see “Executive Officers” above.

•

Mr. John J. Morris, Jr. — Senior Vice President — Operations since July 2012. Mr. Morris was promoted to Executive Vice President and Chief Operating Officer as of January 1, 2019, following Mr. Trevathan's retirement.

Executive Summary

The objective of our executive compensation program is to attract, retain, reward and incentivize talented employees who will lead the Company in the successful execution of our strategy. The Company seeks to accomplish this goal by designing a compensation program that is supportive of and aligns with the strategy of the Company and the creation of stockholder value, while discouraging excessive risk-taking.

We have enabled a people-first, technology-led focus to drive our mission, that we are always working for a sustainable tomorrow. Our strategy leverages and sustains the strongest asset network in the industry to drive best in class customer experience and growth. As North America’s leading provider of comprehensive waste management environmental services, sustainability and environmental stewardship is embedded in all that we do. As a result, we believe that positive financial results, including the results for the performance measures on which our executives are compensated, are naturally aligned with the successful execution of our goals to put our people first and position them to serve and care for our customers, the environment, the communities in which we work and our stockholders. On the other hand, we believe our Company would not be successful, on financial performance measures or otherwise, without our industry-leading focus on sustainability.

The following key structural elements and policies further the objective of our executive compensation program:

•

a substantial ~~portion~~majority of executive compensation is linked to Company performance, through annual cash incentive performance criteria and long-term equity-based incentive awards. As a result, our executive compensation program provides for notably higher total compensation in periods of above-target Company performance, as we saw with respect to ~~some compensation elements in 2018. Performance-based~~equity awards with a three-year performance period ended 2021 and the 2021 annual cash incentive and long-term equity-based incentive awards comprised approximately 87% of total 2018 target compensation for our President and Chief Executive Officer, while approximately 80% of the 2018 target compensation opportunities for our other named executives was performance-based;award;

•

at target, ~~68.5%~~72% of total compensation of our President and Chief Executive Officer was tied to long-term equity awards, and ~~61%~~approximately 60% of total compensation of our other named executives, on average, was tied to long-term equity awards, which aligns ~~executives'~~executives’ interests with those of stockholders;

2022 Proxy Statement | 23

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EXECUTIVE COMPENSATION

•

our total direct compensation opportunities for named executive officers are targeted to fall in a range around the competitive median;

•

performance-based awards include threshold, target and maximum payouts correlating to a range of performance outcomes and are based on a variety of indicators of performance, which limits risk-taking behavior;

•

~~Table of Contents~~

•: performance stock units with a three-year performance period, as well as stock options that vest over a three-year period, link ~~executives'~~executives’ interests with long-term performance and reduce incentives to maximize performance in any one year;

•
•

all of our executive officers are subject to stock ownership guidelines, which we believe demonstrates a commitment to, and confidence in, the ~~Company's~~Company’s long-term prospects;

•

the Company has clawback provisions in its equity award agreements and executive officer employment agreements, and has adopted a clawback policy applicable to annual incentive compensation, designed to recoup compensation when cause and/or misconduct are found;

•

our executive officer severance policy implemented a limitation on the amount of benefits the Company may provide to its executive officers under severance agreements ~~entered into after the date of such policy~~ (the ~~"Severance~~“Severance Limitation ~~Policy"~~Policy”); and

•

the Company has adopted a policy that prohibits it from entering into ~~new~~ agreements with executive officers that provide for certain death benefits or tax gross-up payments.

~~2018 Pay-for-Performance~~2021 Pay-For-Performance

During ~~2018,~~2021, we delivered strong revenue and income from operations as we continued to ~~produce strong operating results~~recover from ~~our traditional solid waste business, driven by strong~~COVID-19 pandemic impacts. We experienced improved yield and volume in our landfill, commercial and industrial collection businesses and benefited from our October 2020 acquisition and successful integration of Advanced Disposal Services, Inc. (“ADS”). However, our income from operations was impacted by constraints on labor availability, inflationary cost pressures and commodity-driven business impacts, particularly from recycling brokerage rebates and higher fuel prices. We continue to invest in our people through market wage adjustments, investments in our digital platform and training for new team members. In addition, we were focused on executing on our disciplined pricing programs to drive margin growth in ~~our collection and disposal business. Net income and earnings per diluted share both increased primarily as a result~~the face of these ~~strong operating results, as well as the favorable impact on our effective tax rate due to enactment of tax reform. The Company continued its commitment to supporting both organic~~additional labor cost and inorganic growth during 2018, allocating $1,694 million of available cash to capital expenditures and $466 million to the acquisition of solid waste businesses. We also returned $1,806 million to our stockholders during 2018 through common stock repurchases and dividends. The Company delivered these very strong results despite the toughest recycling commodity price environment in over a decade. Overall, the Company believes that this positive 2018 performance reinforces that its strategy drives solid growth for the benefit of stockholders.inflationary pressures. Following is a summary of the ~~2018~~2021 compensation program results:

Total Shareholder Return

With respect to the half of the performance share units ~~("PSUs"~~(“PSUs”) granted in ~~2016~~2019 with a three-year performance period ended December 31, ~~2018~~2021 that was subject to total shareholder return relative to the S&P 500 (“TSR PSUs”), the performance of the ~~Company's~~Company’s Common Stock on this measure ~~exceeded~~translated into a percentile rank relative to the 75^th ~~percentile,~~S&P 500 of 66.95%, resulting in a ~~maximum 200%~~167.78% payout on these PSUs in shares of Common Stock. This performance directly benefited our stockholders, delivering total shareholder return of ~~82.09%~~91.96% over the three-year performance ~~period and translating into a percentile rank relative to the S&P 500 of 89.08%.~~period.

Cash Flow Generation

The Company generated net cash ~~provided by~~flow from operating activities, less capital expenditures, for purposes of the performance goal associated with the other half of our PSUs (“Cash Flow PSUs”) granted in ~~2016,~~2019, of ~~$5.568~~$7.49 billion, exceeding the maximum performance level of ~~$4.564~~$6.875 billion for the three-year performance period ended December 31, ~~2018.~~2021. This performance resulted in a maximum 200% payout on these PSUs in shares of Common Stock.

~~Table~~ The robust cash flow generation of ~~Contents~~

our business over the three-year performance period has allowed the Company ~~Performance on~~ to fulfill its priorities of investing in the business, funding acquisitions with strong returns, and returning available cash to shareholders through dividend growth and Common Stock repurchases.

Annual Cash Incentive Performance Measures

Company performance on annual cash incentive performance measures for named executive officers is set forth below. Due to these results, each of the named executives received an annual cash incentive payment for ~~fiscal year 2018~~2021 equal to ~~74.8%~~136.8% of target.

24 | 2022 Proxy Statement

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EXECUTIVE COMPENSATION

Income from Operations, excluding Depreciation and Amortization ~~– $4.212~~— $4.961 billion, ~~exceeding target~~yielding a payout of ~~$4.206 billion.~~173.5%

Income from Operations, excluding Depreciation and Amortization Margin (“Margin performance measure”) ~~– 18.34%~~— 27.7%, ~~exceeding threshold~~yielding a payout of ~~17.9%, but below target of 18.5%.~~0%

~~Cost Measure~~Total Revenue ~~– defined as Operating Expense, less depreciation, depletion and amortization, as~~— $17.931 billion, yielding a ~~percentage~~payout of ~~Net Revenue, both less fuel – 60.82%, which did not meet~~200%.

In 2021, the ~~threshold of 59.7%.~~

~~On the whole, the 2018~~long-term equity compensation ~~program~~awards continued to demonstrate strong alignment between executive pay and Company performance. The ~~maximum 200%~~ payouts on the PSUs granted in ~~2016~~2019 correlate with outstanding cash flow generation and total shareholder return over the three-year performance ~~period.~~ period, and both stockholders and executives were rewarded by these above-target results.

The ~~Company again exceeded target for~~blended results of the annual incentive performance measures, and the above target results on the income from operations, excluding depreciation and amortization and total revenue performance measures, evidence the strength and resilience of our business. The Company’s results on each of the performance measures reflect that our executives took the right actions to deliver operating and financial performance in the face of broader macroeconomic pressures and market disruption that intensified during the second half of 2021. Unfortunately, due in large part to the distorting effect of our recycling brokerage business on the Margin performance measure, the Company’s results on this measure fell below the threshold, yielding a 0% payout. The Company’s recycling brokerage business is a relatively small and traditionally lower-margin offering; however, the recycling brokerage business is additive to the Company’s overall value proposition and helps the Company ~~performed well~~attract and retain large accounts. As a result of the sharp increase in recycling commodity prices in 2021, the recycling brokerage business made out-sized contributions to the Company’s revenue in 2021, but such revenue also had a more significant negative impact on the Company’s Margin performance measure. The MD&C Committee recognized that the results on the Margin performance measure were not reflective of the underlying performance and overall financial results of the Company in 2021, particularly the diligent efforts of management to pursue operational efficiencies and manage costs in the face of labor, supply chain, transportation and other market challenges. However, the overall above-target payout is reflective of the Company’s outstanding 2021 income from operations, ~~margin measure. All~~excluding depreciation and amortization and total revenue performance that allowed the Company to deliver on key strategic priorities, including successfully integrating the acquisition of ~~these results reflect strong pay-for-performance, with both shareholders~~ADS, driving disciplined organic revenue growth, advancing technology investments focused on customer retention and ~~executives being rewarded. However, the Company's sub-threshold performance on the annual Cost Measure, largely the result of international trade~~growth, and ~~regulatory actions that resulted in increased costs and decreased revenues in~~cultivating our recycling line of business, did not reflect a strong correlation to the Company's overall continued trend of exceptional performance. Due to the impact of the Cost Measure on the annual cash incentive payouts, the total compensation of three of our named executives set forth in the Summary Compensation Table below declined from 2017 levels.

people-first culture.

[MISSING IMAGE: tm223363d1-bc_actualpn.jpg]

2022 Proxy Statement | 25

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EXECUTIVE COMPENSATION

~~Table of Contents~~

Consideration of Stockholder Advisory Vote

When establishing ~~2018~~2021 compensation for the named executives, the MD&C Committee noted the results of the advisory stockholder votes on executive compensation, with ~~at least 96%~~more than 92.5% of shares present and entitled to vote at the annual meeting voting in favor of the ~~Company's~~Company’s executive compensation every year since the advisory vote on compensation was implemented. Accordingly, the results of the stockholder advisory vote have not caused the MD&C Committee to recommend any changes to our compensation practices.

~~2019~~2022 Compensation Program Preview

The MD&C Committee continually reviews our compensation program to ensure ~~that~~ it is clearly aligned with the business strategy and best supports the accomplishment of our goals. The MD&C Committee ~~is pleased with the results~~also believes that ~~were delivered under the 2016 through 2018 long-term incentive~~consistency in program design which aimed to support continued outstanding financial results while maintaining our focus on pricing, capital allocation and cost control, and has approved keeping the 2019 long-term incentive program design consistent with the 2018 design. The MD&C Committee has also approved retaining the annual incentive program design consistent with the prior year, except that the Cost Measure, weighted at 25%, is being replaced with a new internal revenue growth measure, defined as internal revenue growth from yield, plus internal revenue growth from volume, at the consolidated level for the traditional solid waste business. This consistency reinforces ~~the MD&C Committee's~~its efforts to maintain a compensation program that is straightforward, easy to communicate and readily translates into actionable ~~goals; whereas,~~goals. The MD&C Committee’s choice of long-term performance measures and respective weighting has been consistent since 2016, and the MD&C Committee ~~believes~~is pleased with the financial results and stockholder value that has been generated. Accordingly, the ~~substitution~~MD&C Committee has approved keeping the 2022 long-term incentive program design for stock options and PSUs consistent with prior years. Additionally, in February 2022, the MD&C Committee approved grants of restricted stock units (“RSUs”) to Ms. Rankin, Mr. Morris and Ms. Hemmer in special recognition of leadership and contributions critical to the acquisition of ADS and the subsequent integration and synergy generation (the “ADS Integration Awards”). Mr. Boettcher received a grant of RSUs in connection with the ADS transaction in February 2021, as the MD&C Committee desired to recognize his leadership and contributions critical to the negotiation and consummation of the ~~Cost Measure~~acquisition in October 2020 (the “ADS Closing Award”), discussed further below.

With respect to the annual incentive program, the design has been largely consistent over recent years. However, in 2021, two of the specific performance measures were modified, primarily in response to accounting and other impacts from our acquisition of ADS. As such impacts have now normalized, the MD&C Committee has approved reverting to the prior annual incentive program design by replacing the 2021 income from operations, excluding depreciation and amortization margin performance measure with an income from operations margin performance measure, maintaining its 25% weighting. Additionally, the 2021 total revenue performance measure has been replaced with the previous internal revenue growth performance measure, ~~will better reflect the Company's progress toward~~also maintaining its ~~strategic growth goals and will better correspond to the overall performance of the Company and creation of shareholder value.~~

25% weighting.

Our Compensation Philosophy for Named Executive Officers

The ~~Company's~~Company’s compensation philosophy is designed to:

•

Attract and retain exceptional employees through competitive compensation opportunities;

•

Encourage and reward performance through substantial at-risk performance-based compensation, while discouraging excessive risk-taking behavior; and

•

Align our decision ~~makers'~~makers’ long-term interests with those of our stockholders through emphasis on equity ownership.

Additionally, our compensation philosophy is intended to encourage executives to embrace the ~~Company's~~Company’s strategy and to lead the Company in setting aspirations that will continue to drive exemplary performance.

With respect to our named executive officers, the MD&C Committee believes that total direct compensation at target should be in a range around the competitive median according to the following:

•

Base salaries should be paid within a range of plus or minus 10% around the competitive median, with attention given to individual circumstances, including strategic importance of the named ~~executive's~~executive’s role, the ~~executive's~~executive’s experience and individual performance;

•

Target short-term and long-term incentive opportunities should generally be set at the competitive median; and

•

Total direct compensation opportunities should generally be within a range of plus or minus 20% around the competitive median.

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~~Table of Contents~~

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EXECUTIVE COMPENSATION

Overview of Elements of Our ~~2018~~2021 Executive Compensation Program

~~Timing~~		~~Component~~	~~Purpose~~	~~Key Features~~


	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~~executive’s individual performance and responsibilities.
		Short-Term Performance Incentive

Annual Cash Incentive
~~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, excluding Depreciation and Amortization –— designed to encourage balanced growth and profitability (weighted 50%); • • Income from Operations, excluding Depreciation and Amortization Margin ~~– defined as Income from Operations as a percentage~~— designed to motivate pursuit of ~~Revenue – motivates executives to control~~high margin revenue growth while also controlling costs and ~~operate~~operating efficiently ~~while focusing on yield~~ (weighted 25%); and • • ~~Cost Measure – defined as Operating Expense, less depreciation, depletion and amortization, as a percentage of Net~~ Total Revenue ~~both less fuel –~~— designed to support ~~cost control innovation initiatives~~strategic growth goals (weighted 25%).
				The MD&C Committee has discretion to increase or decrease an ~~individual's~~individual’s 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


~~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'~~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~~executive’s PSUs granted in ~~2018~~2021 is dependent on cash flow generation, defined as net cash flow provided by operating activities, less capital expenditures, with certain exclusions, which continues our focus on capital discipline, while also aligning the Company with ~~stockholders'~~stockholders’ free cash flow expectations. We refer to these as Cash Flow PSUs. Payout on the remaining half of the PSUs granted in ~~2018~~2021 is dependent on total shareholder return relative to other companies in the S&P 500 over the three-year performance period.
				We refer to these as TSR PSUs. 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
		~~Stock Options~~	To support the growth element of the ~~Company's~~Company’s strategy and encourage and reward stock price appreciation over the long-term; To retain executives; and To increase stockholder alignment through ~~executives'~~executives’ stock ownership		Stock options granted in 2021 vest ratably in ~~25%~~three annual increments, beginning on the first ~~two anniversaries~~anniversary of the date of ~~grant and the remaining 50% vest on the third anniversary.~~ grant. Exercise price is the average of the high and low market price of our Common Stock on the date of grant. Stock options have a term of ten years.

		Restricted Stock Units	Used on a limited basis (e.g. promotion, ~~and~~ new ~~hire)~~hire, special recognition) to make awards that encourage and reward long-term performance and increase alignment with stockholders	~~Restricted stock units ("RSUs") were granted to Mr. Fish~~	RSUs are not routinely an element of executive compensation, but one-off grants are made in ~~2016~~certain circumstances, including in ~~connection with his promotion to Chief Executive Officer. Ms. Rankin received~~ recognition of significant promotions and contributions. RSUs ~~as part~~typically vest in full three years after the date of ~~her annual equity-based incentive compensation prior to her promotion to the senior leadership team.~~ grant. Time-based vesting aids retention. ~~Dividends~~ Dividend equivalents on RSUs accrue and are paid in cash upon vesting.

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~~Table of Contents~~

Deferral ~~Plan~~.Plan. Each of our named executive officers is eligible to participate in our 409A Deferral Plan and may elect to defer receipt of portions of their base salary and cash incentives in excess of the annual compensation threshold established under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the ~~"IRC"~~“IRC”). We believe that providing a program that allows and encourages planning for retirement is a key factor in our ability to attract and retain talent. Additional details on the 409A Deferral Plan can be found in the Nonqualified Deferred Compensation in ~~2018~~2021 table and accompanying ~~disclosure on page 49.~~disclosure.

~~Perquisites~~.Perquisites. The Company provides very limited perquisites or personal benefits to executive ~~officers, consisting of reimbursement of the cost of physical exams, cost to the Company for spousal or guest participation in corporate events, and use of Company aircraft for personal travel.~~officers. The MD&C Committee permits our President and Chief Executive Officer to use the ~~Company's~~Company’s aircraft for business and personal travel; provided, however, that personal use of the Company aircraft attributed to him that results in incremental cost to the Company shall not exceed 90 hours during any calendar year without approval from the Chairman of the MD&C Committee. In ~~2018,~~2021, our President and Chief Executive Officer had 2¹/4less than 18 hours of personal use of Company aircraft under this standard. Personal use of the ~~Company's~~Company’s aircraft by other employees resulting in incremental cost to the Company is permitted with Chief Executive Officer approval, ~~but~~although this ~~occurs infrequently.~~does not occur frequently. The value of our named ~~executives'~~executives’ personal use of the ~~Company's~~Company’s aircraft is treated as taxable income to the respective executive in accordance with IRS regulations using the Standard Industry Fare Level formula. This is a different amount than we calculate pursuant to the SEC requirement to report the incremental cost to us of their use. ~~In 2018, the Company also provided retirement gifts to Messrs. Trevathan and Harris to thank them for their service.~~ See note ~~(5)~~(4) to the Summary Compensation Table below for additional ~~information.~~information about this calculation.

Post-Employment and Change in Control ~~Compensation~~.Compensation. The Company provides severance protections that aid in retention of senior leadership by providing the individual with comfort that he or she will be treated fairly in the event of an involuntary termination not for cause. The change in control provisions included in our Executive Severance Protection Plan, our stock option award documentation and, if applicable, employment agreements require a double trigger in order to receive any payment in the event of a change in control situation. Additional details can be found under "—“— Post Employment and Change in Control Compensation; Clawback ~~Policies"~~Policies” and ~~"Potential~~“Potential Payments Upon Termination or Change in Control."”

How Named Executive Officer Compensation Decisions are Made

The MD&C Committee meets several times each year to perform its responsibilities as delegated by the Board of Directors and as set forth in the MD&C ~~Committee's~~Committee’s charter. These responsibilities include evaluating and approving the ~~Company's~~Company’s compensation philosophy, policies, plans and programs for our named executive officers.

In the performance of its duties, the MD&C Committee regularly reviews the total compensation, including the base salary, target annual cash incentive award opportunities, long-term incentive award opportunities and other benefits, including potential severance payments for each of our named executive officers. At a regularly scheduled meeting each year, the MD&C Committee reviews our named ~~executives'~~executives’ total compensation and compares that compensation to the competitive market, as discussed below. In the first quarter of each year, the MD&C Committee meets to determine salary increases, if any, for the named executive officers; verifies the results of the ~~Company's~~Company’s performance for annual cash incentive and performance share unit calculations; reviews the individual annual cash incentive targets for the current year as a percent of base salary for each of the named executive officers; and makes decisions on granting long-term equity awards.

Compensation ~~Consultant~~.Consultant. The MD&C Committee uses several resources in its analysis of the appropriate compensation for the named executive officers. The MD&C Committee selects and employs

~~Table of Contents~~

an independent consultant to provide advice relating to market and general compensation trends. The MD&C Committee also uses the services of its independent consultant for data gathering and analyses. The MD&C Committee has retained Frederic W. Cook & Co., Inc. ("(“FW ~~Cook"~~Cook”) as its independent consultant since 2002. The Company makes regular payments to FW Cook for its services around executive compensation, including meeting preparation and attendance, advice, and best practice information, as well as competitive data. Information about such payments is submitted to the ~~chair~~Chairman of the MD&C Committee.

In addition to services related to executive compensation, FW Cook also provides the MD&C Committee information and advice with respect to compensation of the ~~independent~~non-employee directors. FW Cook has no other business relationships with the Company and receives no other payments from the Company. The MD&C Committee adopted a charter provision requiring that it consider the independence of any compensation consultants it uses for executive compensation matters. The MD&C Committee has considered the independence of FW Cook in light of SEC rules and New York Stock Exchange listing standards. In connection with this process, the MD&C Committee has reviewed, among other items, a letter from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the MD&C Committee,

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including the following factors: ~~(i)~~(a) other services provided to us by FW Cook; ~~(ii)~~(b) fees paid by us as a percentage of FW ~~Cook's~~Cook’s total revenue; ~~(iii)~~(c) policies or procedures of FW Cook that are designed to prevent conflicts of interest; ~~(iv)~~(d) any business or personal relationships between the senior advisor of the consulting team with a member of the MD&C Committee; ~~(v)~~(e) any Company stock owned by the senior advisor or any member of his immediate family and ~~(vi)~~(f) any business or personal relationships between our executive officers and the senior advisor. The MD&C Committee reviewed these considerations and concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.

Role of CEO and ~~Human Resources~~.our People Organization. Our President and Chief Executive Officer contributes to compensation determinations by assessing the performance of the other named executive officers and providing these assessments with recommendations to the MD&C Committee. Personnel within the ~~Company's Human Resources Department~~Company’s People Organization assist the MD&C Committee by working with the independent consultant to provide information requested by the MD&C Committee and assisting it in designing and administering the ~~Company's~~Company’s compensation programs.

Peer Company ~~Comparisons~~.Comparisons. The MD&C Committee uses compensation information of comparison groups of companies to gauge the competitive market, which is relevant for attracting and retaining key talent and for ensuring that the ~~Company's~~Company’s compensation practices are aligned with prevalent practices. For purposes of establishing the ~~2018~~2021 executive compensation program, the MD&C Committee considered a competitive analysis of total direct compensation levels and compensation mix for our executive officers during the second half of ~~2017,~~2020, using information from:

•

Size-adjusted median compensation data from two general industry surveys in which management annually participates; the Aon Hewitt ~~2017~~2020 Total Compensation Measurement ~~("TCM") survey~~Survey and the Willis Towers Watson ~~2017~~2020 Executive Compensation ~~Data Bank ("CDB") survey.~~Database Survey. The 2020 Aon Hewitt ~~TCM and Willis Towers Watson CDB surveys include over 500 companies~~Total Compensation Measurement Survey included 412 organizations ranging in size from approximately ~~$100~~$30 million to ~~$200~~$525 billion in annual revenue, and the 2020 Willis Towers Watson Executive Compensation Database Survey included 841 organizations ranging in size from approximately $50 million to $265 billion in annual revenue. Data selected from these surveys is scoped based on Company revenue; and

•

Median compensation data from a comparison group of 1918 publicly traded U.S. companies, described below.

The comparison group of companies is initially recommended by the independent consultant prior to the data gathering process, with input from management and the MD&C Committee. The composition of the group is evaluated, and a final comparison group of companies is approved by the MD&C Committee each year. The selection process for the comparison group begins with all companies in the Standard & ~~Poor's~~Poor’s North American database that are publicly traded U.S. companies in 15 different Global Industry

~~Table of Contents~~

Classifications. These industry classifications are meant to provide a collection of companies in industries that share similar characteristics with us. The companies are then limited to those with at least $5 billion in annual revenue to ensure appropriate comparisons, and further narrowed by choosing those with asset intensive domestic operations, as well as those focusing on transportation and logistics. Companies with these characteristics are chosen because the MD&C Committee believes that it is appropriate to compare our ~~executives'~~executives’ compensation with executives that have similar responsibilities and challenges at other companies.

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EXECUTIVE COMPENSATION

The following chart sets forth various size comparisons to companies in the comparison group; this table is provided to evidence that the Company was appropriately positioned within its peer group for purposes of establishing ~~2018~~2021 compensation during ~~2017.~~2020. All financial and market data are taken from Standard & ~~Poor's~~Poor’s Capital IQ, with financial data as of each ~~company's 2016~~company’s 2019 fiscal year end and market capitalization as of December 31, ~~2016.~~

2019.

[MISSING IMAGE: tm223363d1-bc_peerpn.jpg]

For purposes of each of the named executives, the general industry data and the comparison group data are blended when composing the competitive analysis, when possible, such that the combined general industry data and the comparison group are each weighted 50%. For competitive comparisons, the MD&C Committee has determined that total direct compensation packages for our named executive officers within a range of plus or minus 20% of the median total compensation of the competitive analysis is appropriate. In making these determinations, total direct compensation consists of base salary, target annual cash incentive, and the annualized grant date fair value of long-term equity incentive awards.

Allocation of Compensation Elements and Tally ~~Sheets~~.Sheets. The MD&C Committee considers the forms in which total compensation will be paid to executive officers and seeks to achieve an appropriate balance between base salary, annual cash incentive compensation and long-term incentive compensation. The MD&C Committee determines the size of each element based primarily on comparison group data and individual and Company performance. The percentage of compensation that is contingent on achievement of performance criteria typically increases in correlation to an executive ~~officer's~~officer’s responsibilities within the Company, with performance-based incentive compensation making up a greater percentage of total compensation for our most senior executive officers. Additionally, as an executive becomes more senior, a greater percentage of the ~~executive's~~executive’s compensation shifts away from short-term to long-term incentive awards.

~~Table of Contents~~

The MD&C Committee uses tally sheets to review the compensation of our named executive officers, which show the cumulative impact of all elements of compensation. These tally sheets include detailed information and dollar amounts for each component of compensation, the value of all equity held by each named executive, and the value of welfare and retirement benefits and severance payments. Tally sheets provide the MD&C Committee with the relevant information necessary to determine whether the balance between short-term and long-term compensation, as well as fixed and variable compensation, is consistent with the overall compensation philosophy of the Company. This information is also useful in the MD&C ~~Committee's~~Committee’s analysis of whether total direct compensation provides a compensation package that is appropriate and competitive. Tally sheets are provided annually to the full Board of Directors.

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The following charts display the allocation of total ~~2018~~2021 target compensation among base salary, annual cash incentive and long-term ~~incentives~~equity awards for (a) our President and Chief Executive Officer and (b) our other named executives, on average. These charts reflect the MD&C ~~Committee's 2018~~Committee’s 2021 desired total mix of target compensation for named executives, other than our President and CEO, which includes ~~61%~~approximately 60% of total compensation derived from long-term equity awards, while long-term equity awards comprised ~~68.5%~~72% of our President and Chief Executive ~~Officer's~~Officer’s total target compensation. These charts also reflect that approximately ~~87%~~89% of our President and Chief Executive ~~Officer's~~Officer’s total target compensation opportunities awarded in ~~2018~~2021 were ~~performance-based, while approximately~~performance-based. Approximately 80% of the total target compensation established in February ~~2018~~2021 for the other named executives, on average, was ~~performance-based.~~comprised of annual cash incentive and long-term equity awards, all of which are performance-based with the exception of Mr. Boettcher’s ADS Closing Award discussed below. We consider stock options granted under our long-term incentive plan to be performance-based because their value will increase as the market value of our Common Stock increases.

[MISSING IMAGE: tm223363d1-pc_ceoneopn.jpg]

Internal Pay ~~Equity~~.Equity. The MD&C Committee considers the differentials between compensation of the named executive officers. The MD&C Committee also reviews compensation comparisons between the President and Chief Executive Officer and the other executive officers, while recognizing the additional responsibilities of the President and Chief Executive Officer and that such differentials will increase in periods of above-target performance and decrease in times of below-target performance. Based on these considerations, the MD&C Committee concluded that the compensation paid to the President and Chief Executive Officer is reasonable compared to that of the other executive officers.

~~Policy on Calculation Adjustments~~. In 2014, the MD&C Committee adopted a policy on calculation adjustments that affect payouts under annual and long-term incentive awards in order to address the potentially distorting effect of certain items. Such adjustments are intended to align award payments with the underlying performance of the business; avoid volatile, artificial inflation or deflation of awards due to unusual items in either the award year or the previous comparator year; and eliminate counterproductive incentives to pursue short-term gains and protect current incentive opportunities. To ensure the integrity of the adjustments, the policy provides that the MD&C Committee's approach to adjustments shall generally be consistent with the Company's approach to reporting adjusted non-GAAP earnings to the investment community, except that the MD&C Committee has determined that potential adjustments arising from a single transaction or event generally should be disregarded unless, taken together, they change the calculated award payout by at least five percent. For this reason, actual results reported in this proxy statement on financial performance metrics may differ from earnings results reported to the investment

~~Table of Contents~~

community. The MD&C Committee retains discretion to evaluate all adjustments, both income and expense, as circumstances warrant; however, beginning with long-term equity incentive awards granted in 2017, the MD&C Committee agreed that it shall not have the ability to use negative discretion with respect to the calculation of cash flow for purposes of the PSUs subject to that performance measure, in order to avoid variable accounting treatment for those awards.

Tax and Accounting ~~Matters~~.Matters. ~~Our compensation programs were designed to permit~~Following the ~~Company to deduct compensation expense under~~revision of Section 162(m) of the IRC which historically limited the tax deductibility of annual compensation paid to certain named executives to $1 million, unless the compensation qualified as performance-based. The Company also reserved the right to pay compensation that did not qualify as performance-based. Other than some limited exceptions relating to certain previously-granted awards, the ability to rely on this performance-based exception was eliminated in 2017, ~~and the limitation on deductibility of compensation was expanded to include all named executive officers. As a result,~~ the Company generally may no longer take a deduction for any compensation paid to any of its named executive officers in excess of $1 million.

Section 409A of the IRC ("(“Code Section ~~409A"~~409A”) generally provides that any deferred compensation arrangement ~~which~~that does not meet specific requirements will result in immediate taxation of any amounts deferred to the extent not subject to a substantial risk of forfeiture. In general, to avoid a Code Section 409A violation, amounts deferred may only be paid out on separation from service, disability, death, a specified time or fixed schedule, a change in control or an unforeseen emergency. Furthermore, the election to defer generally must be made in the calendar year prior to performance of services. We intend to structure all of our compensation arrangements, including our 409A Deferral Plan, in a manner that complies with or is exempt from Code Section 409A.

We account for equity-based payments, including stock options, PSUs and RSUs, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation ("(“ASC Topic ~~718"~~718”). The MD&C Committee takes into consideration the accounting treatment under ASC Topic 718 when determining the form and amount of annual long-term equity incentive awards. However, because our long-term equity incentive awards are based on a target dollar value established prior to grant (described in further detail under ~~"Named Executives' 2018~~“Named Executives’ 2021 Compensation Program and Results — Long-Term Equity ~~Incentives"~~Incentives”), this ~~"value"~~“value” will differ from the grant date fair value of awards calculated pursuant to ASC Topic ~~718.~~

718 and reported in the Summary Compensation Table.

Risk ~~Assessment~~.Assessment. The MD&C Committee uses the structural elements set forth in the Executive Summary earlier to establish compensation that will provide sufficient incentives for named executive officers to drive results while avoiding unnecessary or excessive risk taking that could harm the long-term value of the Company. During ~~2018,~~2021, the MD&C Committee reviewed the ~~Company's~~Company’s compensation policies and practices and the assessment and analysis of related risk conducted by the independent compensation consultant. Based on this review and analysis, the MD&C Committee and the independent compensation consultant concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

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EXECUTIVE COMPENSATION

Policy on Calculation Adjustments. In 2014, the MD&C Committee adopted a policy on calculation adjustments that affect payouts under annual and long-term incentive awards in order to address the potentially distorting effect of ~~Stockholder Advisory Vote~~certain items. Such adjustments are intended to align award payments with the underlying performance of the business; avoid volatile, artificial inflation or deflation of awards due to unusual items in either the award year or the previous comparator year; and eliminate counterproductive incentives to pursue short-term gains and protect current incentive opportunities. To ensure the integrity of the adjustments, the policy provides that the MD&C Committee’s approach to adjustments shall generally be consistent with the Company’s approach to reporting adjusted non-GAAP earnings to the investment community, except that the MD&C Committee has determined that potential adjustments arising from a single transaction or event generally should be disregarded unless, taken together, they change the calculated award payout by at least five percent. For this reason, actual results reported in this Proxy Statement on ~~Executive Compensation~~.financial performance measures may differ from earnings results reported to the investment community. The MD&C Committee ~~reviews the results of the stockholder advisory vote on executive compensation~~retains discretion to evaluate all adjustments, both income and considers any implications of such voting results on the Company's compensation programs. In light of the fact that at least 96% of shares present and entitled to vote at the annual meeting have voted in favor of the Company's executive compensation every year since the advisory vote on compensation was implemented, the results of the stockholder advisory votes have not causedexpense, as circumstances warrant; however, the MD&C Committee has agreed that it will not have the ability to ~~recommend any changes~~use negative discretion with respect to ~~our compensation practices.~~

~~Table~~the calculation of ~~Contents~~cash flow for purposes of the Cash Flow PSUs, in order to avoid variable accounting treatment for those awards.

Named ~~Executives' 2018~~Executives’ 2021 Compensation Program and Results

Base Salary

~~In February 2018, the~~

The MD&C Committee approved increases to the 2021 base salaries of named executive officers, consistent with our compensation philosophy and driven by competitive market data, internal pay equity considerations and individual performance relative to the ~~executive's~~executive’s responsibilities and contributions. The table below shows the 2021 annual base salary established by the MD&C Committee for each of our named executive ~~officers in February of the corresponding year.~~

officers.

Named Executive Officer	2021 Base Salary
Mr. Fish		$	1,300,000
Ms. Rankin		$	704,247
Mr. Morris		$	731,854
Mr. Boettcher		$	650,003
Ms. Hemmer		$	588,858

Named Executive Officer 2017
Base Salary 2018
Base Salary
Mr. Fish
$ 1,100,000 $ 1,175,000
Ms. Rankin
$ 500,000 $ 551,900
Mr. Trevathan
$ 738,000 $ 756,500
Mr. Harris
$ 691,000 $ 708,275
Mr. Morris
$ 634,000 $ 649,850

Annual Cash Incentive

•

Annual cash incentives were dependent on the following performance measures: Income from Operations, excluding Depreciation and Amortization; Income from Operations, excluding Depreciation and Amortization Margin and ~~Operating Expense, less depreciation, depletion and amortization, as a percentage of Net Revenue, both less fuel, or Cost Measure.~~Total Revenue.

•

~~Company performance~~Blended results on ~~each of~~ the performance measures ~~set forth below~~ resulted in each of the named executives receiving an annual cash incentive payment ~~in March 2019~~ for ~~fiscal year 2018~~2021 equal to ~~74.8%~~136.8% of target.

The MD&C Committee develops financial performance measures for annual cash incentive awards to drive improvements in business operations, as well as support and fund the long-term strategy of the Company. The MD&C Committee has found that the ~~Income~~income from ~~Operations,~~operations, excluding ~~Depreciation~~depreciation and ~~Amortization,~~amortization performance measure encourages balanced focus on growth and ~~profitability, while the Income~~profitability. Our income from ~~Operations~~operations, excluding depreciation and amortization, as a percentage of revenue performance measure, referred to as our Margin performance measure, ~~continues~~encourages responsible, high margin revenue growth and cost management and reduction. The total revenue performance measure was implemented to ~~keep the Company focused on cost control, operational improvements and yield.~~encourage top line growth. The MD&C Committee believes these financial performance measures, ~~support~~collectively, supported and ~~align~~aligned with the strategy of the Company in 2021. With the exception of the results on the Margin performance measure, the MD&C Committee believes these performance measures are reflective of the Company’s overall performance and are appropriate indicators of our progress toward the ~~Company's~~Company’s goals.

~~The MD&C Committee also maintained~~ See “2021 Pay-for-Performance” in the Cost Measure in 2018 and its focus on operating cost control, after successfully driving reductions in operating cost the prior years. The MD&C Committee observed in 2018 that the results on the Cost Measure were significantly impacted by international trade and regulatory actions that resulted in increased costs and decreased revenues in our recycling line of business; as a result, the MD&C Committee concluded that the results on this performance measure were not ideally aligned with the overall very favorable Company performance in 2018 and the creation of shareholder value. Executive Summary above for further discussion.

When setting threshold, target and maximum performance measure levels each year, the MD&C Committee looks to the ~~Company's~~Company’s historical results of operations and analyses and forecasts for the coming year. Specifically, the MD&C Committee considers expected revenue based on analyses of pricing and volume trends, as ~~affected by~~well as operational and general economic factors and expected costs.

~~Table of Contents~~

The table below details the performance measures set by the MD&C Committee for purposes of the named executive ~~officers'~~officers’ annual cash incentive for ~~2018.~~

2021.

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Threshold
Performance
(60% Payment) Target
Performance
(100% Payment) Maximum
Performance
(200% Payment)
Income from Operations, excluding Depreciation and Amortization
$3.942 billion $4.206 billion $4.336 billion
Income from Operations Margin
17.9% 18.5% 18.8%
Cost Measure
59.7% 59.4% 59.1%

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	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
Margin	28.0%	28.3%	28.8%
Total Revenue	$16.068 billion	$16.917 billion	$17.766 billion

The following table sets forth the ~~Company's~~Company’s performance achieved on each of the annual cash incentive performance measures and the payout earned on account of such performance.

Income from Operations,
excluding Depreciation
and Amortization
(weighted 50%)

Margin
(weighted 25%)

Total Revenue
(weighted 25%)

Total
Payout Earned
(as a percentage
of Target)

Actual

Payout
Earned

Actual

Payout
Earned

Actual

Payout
Earned

$4.961 billion

173.5%

27.7%

$17.931 billion

200%

136.8%

Income from Operations,
excluding Depreciation
and Amortization
(weighted 50%)

Income from
Operations Margin
(weighted 25%) Cost Measure
(weighted 25%)
Total
Payout Earned
(as a percentage
of Target)
Actual Payout
Earned Actual Payout
Earned Actual Payout
Earned
$ 4.212 billion 104.93 % 18.345 % 89.34 % 60.82 % 0 % 74.8%

As discussed above, the MD&C Committee has discretion to ~~make adjustments to~~adjust the performance calculations ~~for unusual or otherwise non-operational matters~~ in line with its policy on calculation adjustments. The MD&C Committee did not make any adjustments to the calculation of ~~2018~~2021 annual cash incentive performance ~~measures was~~measures. For purposes of our annual cash incentive awards, the income from operations, excluding depreciation and amortization performance measure and the Margin performance measure are generally made on a basis consistent with the Company's reporting of its 2018 financial results, including exclusion of restructuring and asset impairments and unusual items; however, the calculation did not include potential adjustments that fell below the MD&C Committee's five percent impact threshold. As a result, the actual resultsdefined to be calculated based on the ~~Income~~Company’s reported income from ~~Operations,~~operations, excluding ~~Depreciation~~depreciation and ~~Amortization, measure stated above were lower than the actual results~~amortization, “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” reported in our Annual Report on ~~this measure reported to the investment community. The 2018 cash incentive performance calculations were not otherwise adjusted.~~

Form 10-K.

Target annual cash incentives are a specified percentage of the ~~executives'~~executives’ base salary. The following table shows each named ~~executive's~~executive’s target percentage of base salary for ~~2018~~2021 and annual cash incentive for ~~2018~~2021 paid in March ~~2019.~~

2022.

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

(1)

Named Executive Officer Target Percentage
of Base Salary Annual Cash
Incentive
For 2018⁽¹⁾
Mr. Fish
135 $ 1,169,293
Ms. Rankin⁽²⁾
94 $ 379,541
Mr. Trevathan⁽²⁾
94 $ 528,303
Mr. Harris
90 $ 474,166
Mr. Morris
90 $ 435,053

~~(1)~~: ~~Base salary increases for 2018 were implemented March 25, 2018. The calculations~~Calculations of annual cash incentive payouts, as a percentage of base salary, were made using the named ~~executive's~~executive’s actual base salary received in ~~2018.~~
~~(2)~~: ~~In February 2018,~~2021. Such amounts are lower than if calculated using the ~~target percentage~~2021 base salaries in the table above due to the timing of when base salary ~~for Ms. Rankin and Mr. Trevathan was increased from 90% to 95%, yielding a 94% target percentage of base salary for the full year of 2018.~~

increases take effect.

~~Table of Contents~~

Long-Term Equity Incentives

Our equity awards are designed to hold individuals accountable for long-term decisions by rewarding the success of those decisions. The MD&C Committee continuously evaluates the components of its programs. In determining which forms of equity compensation are appropriate, the MD&C Committee considers whether the awards granted are achieving their purpose; the competitive market; and accounting, tax or other regulatory issues, among others. In determining the appropriate awards for the named ~~executives' 2018~~executives’ 2021 annual long-term incentive award, the MD&C Committee decided to grant both PSUs comprising 80% of each named ~~executive's~~executive’s award and stock options comprising 20% of each named ~~executive's~~executive’s award, consistent with prior ~~years, except in the case of Mr. Harris, who received an additional $500,000 allocation of PSUs as described in note (1) below. Payout on half~~years. Half of each named ~~executives'~~executives’ PSUs granted in ~~2018 is dependent on cash flow generation. Payout on~~2021 are Cash Flow PSUs and the remaining half ~~of PSUs granted in 2018 is dependent on total shareholder return relative to the S&P 500.~~are TSR PSUs. Meanwhile, stock options encourage focus on increasing the market value of our stock. Before determining the actual number of PSUs and stock options that were granted to each of the named executives in ~~2018,~~2021, the MD&C Committee established a target dollar amount for each named ~~executive's~~executive’s annual total long-term equity incentive award. The values chosen were based primarily on the comparison information for the competitive market and consideration of the named ~~executives'~~executives’ responsibility for meeting the ~~Company's~~Company’s strategic objectives. Target dollar amounts for equity incentive awards will vary from grant date fair values calculated for accounting purposes.

Named Executive Officer Dollar Values of 2018
Long-Term Equity Incentives
Set by the Committee
(at Target)
Mr. Fish
$ 6,000,000
Ms. Rankin
$ 1,700,000
Mr. Trevathan
$ 2,220,000
Mr. Harris⁽¹⁾
$ 2,300,000
Mr. Morris
$ 1,800,000

~~(1)~~: For PSUs granted in 2018, the MD&C Committee changed the treatment of such awards upon a qualifying retirement to provide all executive officers with full vesting at the end of the performance period based on actual performance achieved, instead of 2022 Proxy Statement ~~pro rata~~| vesting, provided that qualifying retirement occurred on or after December 31, 2018. This action was taken to align with market practices and aid recruitment and retention by providing a more competitive retirement benefit. The PSUs granted to33

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EXECUTIVE COMPENSATION

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

(1)

Amount does not include Mr. Trevathan in 2017 already provided for full vesting at the end of the performance period after a qualifying retirement, but the PSUs granted to Mr. Harris in 2017 did not. In consideration of Mr. Trevathan's and Mr. Harris' plans to retire and the desire to avoid an arbitrarily unfair result, the MD&C Committee increased the value of Mr. Harris' PSU award for 2018 by $500,000 to approximate the value of his PSUs granted in 2017 that he would forfeit due toBoettcher’s ADS Closing Award discussed below under “Restricted Stock Units”.

~~pro rata~~ ~~vesting upon retirement.~~

Overview of Performance Share Units.

•

Named executives were granted new PSUs with a three-year performance period ending December 31, ~~2020. Payout on half~~2023. Half of each named ~~executive's~~executive’s PSUs granted in ~~2018 is dependent on cash flow generation,~~2021 are Cash Flow PSUs and ~~payout on~~ the remaining half ~~of PSUs granted in 2018 is dependent on total shareholder return relative to the S&P 500.~~are TSR PSUs.

•

Named executives received a payout of ~~200%~~183.89% of the PSUs granted in ~~2016~~2019 with a three-year performance period ended December 31, ~~2018.~~2021. The Company exceeded the maximum level of performance for ~~each of~~ the ~~cash flow generation~~Cash Flow PSUs, and the ~~relative total shareholder return~~Company exceeded the target level of performance ~~measures.~~for the TSR PSUs.

~~Table of Contents~~

PSUs Granted in ~~2018~~2021.. Performance share units are granted to our named executive officers annually to align compensation with the achievement of our long-term financial goals and to increase stockholder alignment through stock ownership. PSUs provide an immediate retention benefit to the Company because there is unvested potential value at the date of grant. The number of PSUs granted to our named executive officers corresponds to an equal number of shares of Common Stock. At the end of the three-year performance period for each grant, the Company will deliver a number of shares ranging from 0% to 200% of the initial number of PSUs granted, depending on the ~~Company's~~Company’s three-year performance against pre-established targets.

The MD&C Committee determined the number of PSUs that were granted to each of the named executives in ~~2018~~2021 by taking the targeted dollar amounts established for total long-term equity incentives (set forth in the table above) and multiplying by 80%~~, except that Mr. Harris received a specific allocation of $500,000 for PSUs as described above, and the remaining targeted dollar amount of $1.8 million was then multiplied by 80%~~. Those values were then divided by the average of the high and low market price of our Common Stock over the 30 trading days preceding the grant date ~~of the MD&C Committee meeting at which the grants were approved~~ to determine the number of PSUs granted. The number of PSUs granted in ~~2018~~2021 are shown in the table below.

Named Executive Officer		~~Number of~~ ~~PSUs~~

~~Mr. Fish~~		~~55,172~~	Number of PSUs
~~Ms. Rankin~~	Mr. Fish	~~15,632~~		59,650
~~Mr. Trevathan~~ ��	Ms. Rankin	~~20,414~~		14,736
	Mr. ~~Harris~~ Morris		~~22,298~~	16,140
	Mr. ~~Morris~~ Boettcher		~~16,552~~	9,122
	Ms. Hemmer			11,930

Half of each named ~~executive's~~executive’s PSUs included in the table above are ~~subject to a cash flow generation performance measure;~~Cash Flow PSUs; the cash flow generation performance measure requires focus on capital discipline and strengthens alignment with ~~stockholders'~~stockholders’ free cash flow expectations. For purposes of these PSUs, we ~~generally~~ define cash flow as net cash provided by operating activities, less capital expenditures, with the following adjustments: (a) ~~capital expenditures are excluded; (b)~~ costs associated with labor disruptions and multiemployer plan withdrawal liabilities are excluded due to being required as a result of past labor commitments combined with changing economic conditions and business climate; ~~(c)~~(b) strategic acquisition, restructuring, and transformation and reorganization costs are ~~excluded in recognition~~excluded; (c) cash proceeds from strategic divestitures of ~~goals to increase customer~~assets and ~~business base while minimizing operating costs;~~businesses are excluded; and (d) cash proceeds from ~~the divestiture~~divestitures of any other businesses and ~~other~~ assets are ~~included.~~included (the “2021 Cash Flow PSU Definition”). The table below shows the required achievement of the cash flow generation performance measure and the corresponding potential payouts under our Cash Flow PSUs granted in ~~2018.~~

2021.

Threshold

Target

Maximum

Performance

Payout

Performance

Payout

Performance

Payout

Cash Flow

6.60 billion

50%

7.032 billion

100%

7.50 billion

200%

34 |

2022 Proxy Statement

Threshold Target Maximum

Performance Payout Performance Payout Performance Payout
Cash Flow
$ 5.496 billion 60% $ 5.906 billion 100% $ 6.316 billion 200%

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EXECUTIVE COMPENSATION

The remaining half of each named ~~executive's~~executive’s PSUs are ~~subject to total shareholder return relative to the S&P 500.~~TSR PSUs. This measure directly correlates executive compensation with creation of stockholder value. Total shareholder return is calculated as follows: (Common Stock price at end of performance period –— Common Stock price at beginning of performance period + dividends during performance period) / Common Stock price at beginning of performance period. The table below shows the required achievement of the total shareholder return performance measure and the corresponding potential payouts under our TSR PSUs granted in ~~2018.~~

2021.

~~Table of Contents~~

Total Shareholder Return Relative to the S&P 500

~~Performance~~		~~Payout~~
75^th ~~percentile (Maximum)~~		~~200%~~
50^th ~~percentile (Target)~~	Performance	~~100%~~		Payout
25^th	75th percentile ~~(Threshold)~~ (Maximum)		~~50%~~		200%
	50th percentile (Target)				100%
	25th percentile (Threshold)				50%

If actual performance falls between performance levels for either of the PSU performance measures, then the number of PSUs earned will be interpolated between the two performance levels, rounded to the nearest 0.1%.

The different performance measure levels are determined based on an analysis of historical performance and current projections and trends. The MD&C Committee uses this analysis and ~~modeling~~consideration of different scenarios related to items that affect the ~~Company's~~Company’s performance such as yield, volumes and capital to set the performance measures. As with the consideration of targets for the annual cash incentives, when the MD&C Committee established the cash flow targets, the MD&C Committee carefully considered several material factors ~~affecting~~anticipated to affect the Company ~~for 2018~~in 2021 and beyond, including general economic and market conditions and economic indicators for future periods, to ~~ensure that~~align the cash flow targets ~~align~~ with the ~~Company's~~Company’s long-range strategic plan.

Payout on PSUs for the Performance Period Ended December 31, ~~2018~~.2021. Half of the PSUs granted in ~~2016~~2019 with the performance period ended December 31, ~~2018~~2021 were ~~subject to the cash flow generation performance measure,~~TSR PSUs, and the remaining half of the PSUs granted in ~~2016~~2019 were ~~subject to total shareholder return relative~~Cash Flow PSUs. In line with the MD&C Committee’s policy on calculation adjustments discussed above, no adjustments were made to the ~~S&P 500. For~~performance calculations for these PSUs. With respect to the TSR PSUs with a three-year performance period ended December 31, ~~2018,~~2021, the performance of the Company’s Common Stock on this measure translated into a percentile rank relative to the S&P 500 of 66.95%, resulting in a 167.78% payout in shares of Common Stock that were issued in February 2022.

For purposes of the Cash Flow PSUs with a three-year performance period ended December 31, 2021, the Company generated net cash ~~provided by~~flow from operating activities, less capital expenditures, of ~~$5.568~~$7.49 billion, exceeding the maximum criteria of ~~$4.564 billion;~~$6.875 billion by $615 million; this performance level yielded a 200% payout in shares of Common Stock that were issued in February ~~2019.~~2022. With respect to these Cash Flow PSUs, the ~~PSUs~~underlying award agreements provide for performance to be measured using the same methodology as the 2021 Cash Flow PSU Definition set forth above, except that these 2019 awards did not provide for exclusion of cash proceeds from strategic divestitures of assets and businesses. In 2020, the Company received approximately $691 million of after-tax proceeds on account of government-required divestitures in connection with ~~a three-year~~our acquisition of ADS. As the Company exceeded maximum performance ~~period ended December 31, 2018 that were subject to total shareholder return relative to the S&P 500, the performance~~criteria by $615 million, only approximately $75 million of the Company's Common Stock on this measure translated into a percentile rank relative to the S&P 500 of 89.08%, resulting in a 200% payout in shares of Common Stock that were issued in February 2019. In line with the MD&C Committee's policy on calculation adjustmentstotal $691 million divestiture proceeds discussed above ~~no adjustments~~benefited the award payout for the 2019 Cash Flow PSUs. The remainder of such proceeds were ~~made to the~~in excess of maximum performance ~~calculations for these PSUs.~~criteria and did not yield any additional award payout.

Stock ~~Options~~.Options. The MD&C Committee believes use of stock options is appropriate to support the growth element of the ~~Company's~~Company’s strategy. The grant of options made to the named executive officers in the first quarter of ~~2018~~2021 in connection with the annual grant of long-term equity awards was based on the targeted dollar amounts established for total long-term equity incentives (set forth in the table above) and ~~multiplied by 20%, except that Mr. Harris received a specific allocation of $500,000 for PSUs as described above, and the remaining targeted dollar amount of $1.8 million was then~~ multiplied by 20%. The actual number of stock options granted was determined by assigning a value to the options using an option pricing model and dividing the dollar value of target compensation by the value of an option. The resulting number of stock options are shown in the table below.

Named Executive Officer	Number of Options
Mr. Fish		98,551
Ms. Rankin		24,348
Mr. Morris		26,667
Mr. Boettcher		15,072
Ms. Hemmer		19,710

2022 Proxy Statement | 35

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~~Named Executive Officer~~		~~Number of~~ ~~Options~~
	EXECUTIVE COMPENSATION
~~Mr. Fish~~		~~98,684~~
~~Ms. Rankin~~		~~27,961~~
~~Mr. Trevathan~~		~~36,513~~
~~Mr. Harris~~		~~29,605~~
~~Mr. Morris~~		~~29,605~~

The stock options ~~will~~granted in 2021 vest ratably in ~~25%~~three annual increments, beginning on the first ~~two anniversaries~~anniversary of the date of ~~grant and the remaining 50% will vest on the third anniversary.~~grant. The exercise price of the options granted in ~~2018~~2021 is ~~$85.34,~~$110.81, which is the average of the high and low market price of our Common Stock on the date of grant,

~~Table of Contents~~

and the options have a term of ten years. We account for our employee stock options under the fair value method of accounting using a Black-Scholes methodology to measure stock option expense at the date of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period less expected forfeitures, except for stock options granted to retirement-eligible employees, for which expense is fully recognized at the time of grant.

Restricted Stock ~~Units~~Units.~~. The~~ Mr. Boettcher was the only named executive with unvested RSUs as of December 31, 2021. Mr. Boettcher received a grant of 4,386 RSUs in connection with the ADS transaction in February 2021, as the MD&C Committee ~~approved an award of 15,625 RSUs~~desired to ~~Mr. Fish upon~~recognize his ~~promotion~~leadership and contributions critical to ~~President~~the negotiation and Chief Executive Officer in November 2016. This promotional grant of RSUs to Mr. Fish was made in consideration of his increased responsibilities and the competitive compensation analysis, in order to encourage and reward long-term performance, and in order to promote retention and increase alignment with stockholders. One-thirdconsummation of the ~~RSUs granted to Mr. Fish vested~~acquisition in ~~2017 and 2018 on each of the first and second anniversaries of the date of grant. The remaining one-third of the~~October 2020. These ADS Closing Award RSUs will vest in ~~2019~~full on the third anniversary of the date of grant. Ms. Rankin also received RSUs as part of her annual equity incentive compensation granted in February of each year up to and including 2016, prior to her promotion to the senior leadership team. As of December 31, 2018, she had 759 RSUs outstanding that were granted on February 26, 2016. These RSUs vested in February 2019Dividends on the ~~third anniversary~~RSUs will accrue and be paid in cash upon vesting. The RSUs may not be voted or sold until vested. Unvested RSUs are subject to forfeiture in the event of voluntary or for-cause termination. RSUs will be prorated upon involuntary termination other than for cause, and RSUs immediately vest in the ~~date~~event of ~~grant.~~an employee’s death or disability.

The MD&C Committee anticipates that grants of RSUs to named executives will continue to be made on a limited basis in cases such as a significant promotion, ~~and~~ increased responsibilities, special recognition and to attract new hires, and that RSUs will not be a routine component of named executive compensation. ~~Dividends on~~See “2022 Compensation Program Preview” in the Executive Summary above regarding the ADS Integration Awards of RSUs ~~accrue~~granted to Ms. Rankin, Mr. Morris and ~~are paid~~Ms. Hemmer in ~~cash upon vesting. RSUs may not be voted or transferred until vested.~~

2022.

Post-Employment and Change in Control Compensation; Clawback Policies

Severance Protection ~~Plan~~.Plan. In December 2017, we adopted an Executive Severance Protection Plan (the ~~"Severance~~“Severance Protection ~~Plan"~~Plan”) and each of Messrs. Fish, ~~and~~ Morris, Boettcher and Ms. Rankin entered into new or amended and restated employment agreements (the ~~"2017~~“2017 Employment ~~Agreements"~~Agreements”). The Severance Protection Plan covers each ~~currently-serving~~of our executive ~~officer.~~officers. The 2017 Employment Agreements do not contain separate severance entitlements, but instead provide for additional terms and protections relating to the respective ~~executive's~~executive’s participation in the Severance Protection Plan. The 2017 Employment Agreements are intended to transition the ~~Company's~~Company’s severance protections away from contract-based protections and onto a standardized and flexible plan-based approach. Going forward, the Company does not anticipate entering into new employment agreements with our executive ~~officers.~~

~~Each of Messrs. Trevathan~~officers, and ~~Harris retired under the terms of their legacy employment agreements, which did~~Ms. Hemmer is not ~~require any payments to be made~~party to an ~~executive in connection~~employment agreement with ~~retirement. Additional information can be found under "Potential Payments Upon Termination or Change in Control" beginning on page 50.~~

the Company.

Post-Employment Covenants and Clawback ~~Policies~~.Policies. The 2017 Employment Agreements contain noncompetition and nonsolicitation restrictions that apply during employment and for a two-year period following termination. Additionally, the Severance Protection Plan contains (a) a requirement that the individual execute a general release prior to receiving post-termination benefits and (b) a clawback feature that allows for the suspension and refund of termination benefits for subsequently discovered cause. The clawback feature generally allows the Company to cancel any remaining payments due and obligates the named executive to refund to the Company severance payments already made if, within one year of termination of employment of the named executive by the Company for any reason other than for cause, the Company determines that the named executive could have been terminated for cause.

Our current equity award agreements also include a requirement that, in order to be eligible to vest in any portion of the award, the employee must enter into an agreement containing restrictive covenants applicable to the ~~employee's~~employee’s behavior following termination. Additionally, our equity award agreements

~~Table of Contents~~

include compensation clawback provisions that provide, if the MD&C Committee determines that an employee either engaged in or benefited from misconduct, then the employee will refund any amounts received under the equity award agreements. Misconduct generally includes any act or failure to act that caused or was intended to cause a violation of the ~~Company's~~Company’s policies, generally accepted accounting principles or applicable laws and that materially increased the value of the equity award. Further, our MD&C Committee has adopted a clawback policy applicable to our annual cash incentive awards that is designed to recoup annual cash incentive payments when the ~~recipient's~~recipient’s personal misconduct affects the payout calculations for the awards. Clawback terms applicable to our incentive awards allow recovery within the earlier to occur of one year after discovery of misconduct and the second anniversary of the ~~employee's~~employee’s termination of employment.

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2022 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Other Compensation Policies and Practices

Compensation Limitation ~~Policies~~.Policies. The Company has adopted a Severance Limitation Policy that generally provides that the Company may not enter into ~~new~~ severance arrangements with its executive officers, as defined in the federal securities laws, that provide for benefits, less the value of vested equity awards and benefits provided to employees generally, in an amount that exceeds 2.99 times the executive ~~officer's~~officer’s then current base salary and target annual cash incentive, unless such future severance arrangement receives stockholder approval. The Company has also adopted its Policy Limiting Certain Compensation Practices, which generally provides that the Company will not enter into ~~new~~ compensation arrangements that would obligate the Company to pay a death benefit or gross-up payment to an executive officer unless such arrangement receives stockholder approval. Both of these compensation limitation policies are subject to certain exceptions, including benefits generally available to management-level employees and any payment in reasonable settlement of a legal claim. Additionally, ~~"Death Benefits"~~“Death Benefits” under the policy does not include deferred compensation, retirement benefits or accelerated vesting or continuation of equity-based awards pursuant to generally-applicable equity award plan provisions.

~~In the past, the legacy employment agreements~~ None of ~~Messrs. Trevathan and Harris contained certain provisions that exceeded benefits permitted under these compensation limitation policies. Following their retirements, none of~~ our ~~currently-serving~~ executive officers are party to any employment agreement or arrangement with the Company that provides for severance, gross-up or death benefits that exceed amounts permitted by these compensation limitation policies.

Stock Ownership Guidelines and Holding ~~Requirements~~.Requirements. All of our ~~currently-serving~~ named executive officers are subject to stock ownership guidelines. We instituted stock ownership guidelines because we believe that ownership of Company stock demonstrates a commitment to, and confidence in, the ~~Company's~~Company’s long-term prospects and further aligns ~~employees'~~employees’ interests with those of our stockholders. We believe that the requirement that these individuals maintain a portion of their individual wealth in the form of Company stock deters actions that would not benefit stockholders generally. Although there is no deadline set for senior executives to reach their ownership guidelines, the MD&C Committee monitors ownership levels to confirm that executives are making sustained progress toward achievement of their ownership guidelines.

Additionally, our stock ownership guidelines contain holding requirements. Executives with a title of Senior Vice President or higher, which includes all of our ~~currently-serving~~ named executives, must hold 100% of all net shares acquired through the ~~Company's~~Company’s long-term incentive plans ~~for at least one year, and those individuals must continue to hold 100% of all such net shares~~ until the ~~individual's~~individual’s ownership guideline is achieved. Once achieved, the requisite stock ownership level must continue to be retained throughout the ~~executive's~~executive’s employment with the Company. ~~Our MD&C Committee believes these holding periods discourage executives from taking actions in an effort to gain from short-term increases in the market value of our stock.~~

The MD&C Committee regularly reviews the ownership guidelines to ensure that the appropriate share ownership levels are in place. Guidelines are expressed as a ~~fixed number~~multiple of ~~shares and were revised~~

~~Table~~base salary. Each named executive’s multiple of ~~Contents~~

in November 2018 to account for the Company's more recent sustained Common Stock market value. The ownership requirement of Mr. Fish, our President and Chief Executive Officer, was approximately 6.5 times base salary ~~using his base salary~~and attainment as of ~~December 31, 2018 and an assumed $80 per share stock price. Using~~March 15, 2022, using the closing price of ~~the Company's~~our Common Stock on ~~March 19, 2019, the ownership requirement of our President~~such date and ~~Chief Executive Officer is approximately 8.2 times his~~ base ~~salary as of~~salaries in effect on December 31, ~~2018.~~2021, are set forth below. Shares owned outright, vested RSUs and PSUs that have been deferred, ~~stock~~Common Stock equivalents based on holdings in the ~~Company's~~Company’s 401(k) Retirement Savings Plan and phantom stock held in the ~~Company's~~Company’s 409A Deferral Plan count toward meeting the ownership guidelines. Stock options, PSUs, RSUs and restricted stock, if any, do not count toward meeting the ownership guidelines until they are vested or earned. ~~The following table outlines the stock ownership guidelines and attainment for the currently-serving named executive officers.~~

Ownership
Guideline Multiple
of Base Salary

Attainment as of
March 15, 2022

Mr. Fish

488%

Ms. Rankin

363%

Mr. Morris

778%

Mr. Boettcher

252%

Ms. Hemmer

330%

Named Executive Officer Ownership
Guideline
(number of shares) Attainment as of
March 19, 2019
Mr. Fish
95,000 263%
Ms. Rankin
25,000 80%
Mr. Morris⁽¹⁾
27,500 300%

~~(1)~~: ~~Mr. Morris' stock ownership guideline increased from 14,000 shares to 27,500 shares on January 1, 2019 in connection with his promotion to Executive Vice President and Chief Operating Officer.~~

As discussed under ~~"Director~~“Director and Officer Stock Ownership,"” the MD&C Committee also establishes ownership guidelines for the ~~independent~~non-employee directors and performs regular reviews to ensure all ~~independent~~non-employee directors are in compliance or are showing sustained progress toward achievement of their ownership guideline.

2022 Proxy Statement | 37

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EXECUTIVE COMPENSATION

Insider Trading; ~~Restrictions on~~Prohibition of Hedging and Pledging Company ~~Securities~~.Securities. The ~~Company's~~Company’s Insider Trading Policy prohibits directors, executive officers and other ~~"designated insiders"~~“designated insiders” from engaging in most transactions involving the ~~Company's~~Company’s Common Stock during periods, determined by the Company, that those individuals are most likely to be aware of material, non-public information. Directors, executive officers and other designated insiders subject to stock ownership guidelines must clear all their transactions in our Common Stock with the ~~Company's~~Company’s office of the Chief Legal Officer in advance. Additionally, it is our policy that directors, executive officers and designated insiders are not permitted to hedge their ownership of Company securities, including (a) trading in options, warrants, puts and calls or similar derivative instruments on any security of the Company, (b) selling any security of the Company ~~"short"~~“short” and (c) purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of offsetting any decrease in the market value of any security of the Company granted as compensation or held, directly or indirectly, by the director, executive officer or designated insider. The ~~Company has~~Company’s Insider Trading Policy also ~~adopted a policy prohibiting pledges of~~provides that directors and executive officers may not pledge Company securities ~~by executive officers without Board-level approval and requiring that such pledged shares are not required to meet the executive's ownership level under the ownership guidelines. None of our directors~~ or ~~currently-serving executive officers have pledged~~hold Company ~~securities.~~securities in a margin account.

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2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS 

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLES

We are required to present compensation information in the tabular format prescribed by the SEC. This format, including the ~~tables'~~tables’ column headings, may be different from the way we describe or consider elements and components of compensation internally. TheCompensation Discussion and Analysis contains a discussion that should be read in conjunction with these tables to gain a complete understanding of our executive compensation philosophy, programs and decisions.

~~Summary Compensation Table~~

SUMMARY COMPENSATION TABLE

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
2021		1,294,231(5)		7,312,195		1,700,005		2,656,497		94,435		13,057,363
2020		1,269,231(5)		8,110,592		1,600,003		1,277,922		116,177		12,373,925
2019		1,232,788(5)		6,853,530		1,399,997		1,704,132		107,654		11,298,101
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
2020		677,061		2,027,801		399,993		456,597		60,493		3,621,945
2019		618,208		1,958,118		399,997		578,516		68,575		3,623,414
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
2020		712,115		2,230,520		440,002		479,777		99,517		3,961,930
2019		699,807		2,153,907		440,006		661,476		86,046		4,041,242
Charles C. Boettcher Executive Vice President — Corporate Development and Chief Legal Officer
2021		646,702		1,604,233		259,992		663,727		46,927		3,221,581
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
2020		567,062		1,672,967		330,005		347,774		57,125		2,974,933
2019		535,670		1,615,372		330,001		479,828		38,502		2,999,373

Year
Salary
($)
Bonus
($)⁽¹⁾
Stock
Awards
($)⁽²⁾

Option
Awards
($)⁽³⁾

Non-Equity
Incentive Plan
Compensation
($)⁽⁴⁾

All Other
Compensation
($)⁽⁵⁾

Total
($)
James C. Fish, Jr.
President and Chief Executive Officer

2018 1,157,692 ⁽⁶⁾ — 5,431,408 1,199,997 1,169,293 166,891 9,125,281

2017 1,076,923 — 4,762,674 1,000,002 2,062,111 92,395 8,994,105

2016 705,996 — 3,104,074 344,002 1,013,304 59,482 5,226,858

Devina A. Rankin
Senior Vice President and Chief Financial Officer

2018 539,923 — 1,538,892 340,006 379,541 53,956 2,852,318

2017 470,077 50,000 952,569 200,002 572,398 34,062 2,279,108

James E. Trevathan, Jr.
Executive Vice President and Chief Operating Officer

2018 752,231 — 2,009,656 443,998 528,303 141,746 3,875,934

2017 724,962 — 2,048,005 429,996 925,437 50,685 4,179,085

2016 676,885 — 2,055,089 344,002 882,920 79,740 4,038,636

Jeff M. Harris
Senior Vice President — Operations

2018 704,289 — 2,195,127 359,997 474,166 96,879 3,830,458

2017 673,000 — 1,428,853 299,999 859,127 68,869 3,329,848

2016 608,846 — 1,761,482 294,860 773,906 54,163 3,493,257

John J. Morris, Jr.
Senior Vice President — Operations

2018 646,192 — 1,629,462 359,997 435,053 116,032 3,186,736

2017 625,577 — 1,428,853 299,999 798,560 65,941 3,218,930

2016 593,462 — 1,761,482 294,860 754,350 52,630 3,456,784

(1)

~~(1)~~: Ms. Rankin received a $50,000 cash bonus in January 2017 in recognition of her additional responsibilities while serving as Acting Chief Financial Officer. Ms. Rankin's promotion was made permanent in February 2017.
~~(2)~~: Amounts in this column represent the grant date fair value of PSUs granted to all named executives annually and ~~15,625~~4,386 ADS Closing Award RSUs granted to Mr. ~~Fish~~Boettcher in ~~2016 with a fair value of $1,048,984.~~2021. The grant date fair values were calculated in accordance with ASC Topic 718, as further described in Note 14 in the Notes to the Consolidated Financial Statements in our ~~2018~~2021 Annual Report on Form 10-K. The grant date fair value of ~~our performance share units subject to total shareholder return relative to the S&P 500 was~~a TSR PSU granted in 2021, based on a Monte Carlo valuation, is $134.36, and because total shareholder return is a market condition, projected achievement is embedded in the grant date fair value.
~~For purposes of calculating the~~ The grant date fair value of ~~PSUs subject to~~a Cash Flow PSU granted in 2021, and an ADS Closing Award RSU, is $110.81, which is the ~~cash flow generation performance measure, we have assumed that~~average of the ~~Company will achieve target performance levels.~~high and low market price of our Common Stock on the date of the grant, in accordance with our 2014 Stock Incentive Plan. The table below shows (a) the aggregate grant date fair value of ~~performance share units subject to the cash flow generation performance measure~~Cash Flow PSUs assuming target level of performance is achieved (this is the amount included in the Stock Awards column in the Summary Compensation Table) and (b) the aggregate grant date fair value of the same PSUs assuming the Company will reach the highest level of achievement for this performance measure and maximum payouts will be earned.

~~Table of Contents~~

2022 Proxy Statement | 39

Year

Aggregate Grant Date
Fair Value of Cash
Flow Generation PSUs
Assuming Target
Level of Performance
Achieved ($)

Aggregate Grant Date
Fair Value of Cash
Flow Generation PSUs
Assuming Highest
Level of Performance
Achieved ($)
Mr. Fish
2018 2,354,189 4,708,378

2017 2,065,774 4,131,548

2016 921,475 1,842,950

Ms. Rankin
2018 667,017 1,334,034

2017 413,169 826,338

Mr. Trevathan
2018 871,065 1,742,130

2017 888,307 1,776,614

2016 921,475 1,842,950

Mr. Harris
2018 951,456 1,902,912

2017 619,754 1,239,508

2016 789,825 1,579,650

Mr. Morris
2018 706,274 1,412,548

2017 619,754 1,239,508

2016 789,825 1,579,650

~~(3)~~

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

	Year		Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Target Level of Performance Achieved ($)		Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Highest Level of Performance Achieved ($)
Mr. Fish		2021		3,304,908		6,609,817
		2020		3,332,328		6,664,656
		2019		2,914,920		5,829,840
Ms. Rankin		2021		816,448		1,632,896
		2020		833,145		1,666,290
		2019		832,820		1,665,640
Mr. Morris		2021		894,237		1,788,473
		2020		916,434		1,832,869
		2019		916,092		1,832,184
Mr. Boettcher		2021		505,404		1,010,808
Ms. Hemmer		2021		660,982		1,321,963
		2020		687,357		1,374,715
		2019		687,044		1,374,088

(2)

Amounts in this column represent the grant date fair value of stock options granted annually, in accordance with ASC Topic 718. The grant date fair value of the options ~~was~~granted in 2021, estimated using the Black-Scholes option pricing ~~model. The assumptions made in determining the grant date fair values of options are disclosed in~~model, is $17.25 per option. See Note 14 in the Notes to the Consolidated Financial Statements in our ~~2018~~2021 Annual Report on Form ~~10-K.~~10-K for additional information.

(3)

~~(4)~~

Amounts in this column represent cash incentive awards earned and paid based on the achievement of performance criteria. ~~Please see "Compensation~~See “Compensation Discussion and Analysis — Named ~~Executive's 2018~~Executive’s 2021 Compensation Program and Results — Annual Cash ~~Incentive"~~Incentive” for additional information.

(4)

~~(5)~~

The amounts included in ~~"All~~“All Other ~~Compensation"~~Compensation” for ~~2018~~2021 are shown below (in dollars):

	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
Ms. Rankin		13,050		41,788		1,256		—
Mr. Morris		13,050		26,572		1,313		26,485
Mr. Boettcher		13,050		32,709		1,168		—
Ms. Hemmer		13,050		31,492		1,059		—

401(k)
Plan Matching
Contributions

409A
Deferral Plan
Matching
Contributions

Life Insurance
Premiums

Perquisites
and Other
Personal
Benefits^(a)
Mr. Fish
12,375 135,329 2,260 16,927

Ms. Rankin
12,375 40,561 1,020 —

Mr. Trevathan
12,375 26,591 911 101,869^(b)

Mr. Harris
12,375 61,222 1,417 21,865^(b)

Mr. Morris
12,375 55,273 1,309 47,075

(a)

~~(a)~~: ~~Includes perquisites and personal benefits received by a named executive officer in 2018, to the extent that the total value~~This column consists of ~~such perquisites and personal benefits was at least $10,000. Amounts in this column include~~ incremental cost to us for personal use of Company ~~aircraft in the following amounts: Mr. Fish — $11,562; Mr. Trevathan — $46,504; and Mr. Morris — $41,710.~~aircraft. Annually, we calculate an hourly direct operating cost for Company aircraft using industry standard measurements of costs for fuel, catering, telecommunications, maintenance, landing and hangar fees, flight plans and permits, and crew. We then allocate incremental cost to the named executive based on the amount of aircraft time required for the personal use, multiplied by the direct operating cost. ~~For example, the majority of all named executive personal aircraft use reported above resulted from deviations~~When a deviation is made from business travel ~~flight plans~~ to pick up or drop off the executive in another location for a personal ~~reasons; in such case,~~purpose, we calculate the time difference resulting from the flight plan deviation and multiply it by the direct operating cost. We also allocate incremental cost to the named executive ~~for any~~in the rare event that a deadhead ~~flights~~flight is required to position the aircraft to serve personal needs. We own and operate our aircraft primarily for business use; therefore, we do not include purchase costs or other fixed costs associated with ~~the ownership or operation of~~ our aircraft in the direct operating cost. ~~Amounts~~

(5)

Includes $100,000 in ~~this column also include $5,365 of imputed income for~~ each of ~~Messrs. Fish, Trevathan, Harris~~2021 and ~~Morris reflecting the cost to the Company for his spouse's participation~~2020 and $75,000 in ~~corporate events.~~

~~(b)~~

In recognition of their decades of dedicated service to the Company, Mr. Trevathan received a retirement gift consisting of a set of golf clubs and a cash gift of $45,000, and Mr. Harris received a cash retirement gift of $16,500. The Company also made a contribution of $5,000 to a charity chosen by each of Mr. Trevathan and Mr. Harris in honor of his retirement. These charitable contributions are not included above, as the named executives did not receive a personal benefit, nor were the contributions intended to serve as compensation.

~~(6)~~: ~~Includes $50,000~~2019 of base salary ~~in 2018~~ to which Mr. Fish was entitled but voluntarily relinquished to fund a scholarship program for children of Company employees.

~~Table of Contents~~

~~Grant of Plan-Based Awards in 2018~~

40 |

2022 Proxy Statement

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards⁽¹⁾

Estimated Future Payouts
Under Equity
Incentive Plan Awards⁽²⁾

All other
Option
Awards:
Number of
Securities
Underlying

Exercise
or Base
Price of
Option

Closing
Market
Price
on
Date of

Grant
Date Fair
Value of
Stock and
Option

Threshold Target Maximum Threshold Target Maximum Options Awards Grant Awards
Grant Date ($) ($) ($) (#) (#) (#) (#)⁽³⁾ ($/sh)⁽⁴⁾ ($) ($)⁽⁵⁾
James C. Fish, Jr.

Annual Cash Incentive 937,936 1,563,226 3,126,452

2/20/18
33,103 55,172 110,344 5,431,408

2/20/18
98,684 85.34 84.87 1,199,997

Devina A. Rankin

Annual Cash Incentive 304,171 506,952 1,013,904

2/20/18
9,379 15,632 31,264 1,538,892

2/20/18
27,961 85.34 84.87 340,006

James E. Trevathan, Jr.

Annual Cash Incentive 423,675 706,125 1,412,250

2/20/18
12,248 20,414 40,828 2,009,656

2/20/18
36,513 85.34 84.87 443,998

Jeff M. Harris

Annual Cash Incentive 380,347 633,912 1,267,824

2/20/18
13,379 22,298 44,596 2,195,127

2/20/18
29,605 85.34 84.87 359,997

John J. Morris, Jr.

Annual Cash Incentive 348,973 581,621 1,163,242

2/20/18
9,931 16,552 33,104 1,629,462

2/20/18
29,605 85.34 84.87 359,997

TABLE OF CONTENTS EXECUTIVE COMPENSATION GRANT OF PLAN-BASED AWARDS IN 2021 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 ($)(6) Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) James C. Fish, Jr. Cash Incentive 1,165,130 1,941,883 3,883,767 2/23/21 29,825 59,650 119,300 7,312,195 2/23/21 98,551 110.81 109.92 1,700,005 Devina A. Rankin Cash Incentive 420,536 700,893 1,401,787 2/23/21 7,368 14,736 29,472 1,806,413 2/23/21 24,348 110.81 109.92 420,003 John J. Morris, Jr. Cash Incentive 437,021 728,368 1,456,737 2/23/21 8,070 16,140 32,280 1,978,522 2/23/21 26,667 110.81 109.92 460,006 Charles C. Boettcher Cash Incentive 291,108 485,180 970,360 2/23/21 4,561 9,122 18,244 1,118,220 2/23/21 15,072 110.81 109.92 259,992 2/23/21 4,386 486,013 Tara J. Hemmer Cash Incentive 316,469 527,448 1,054,897 2/23/21 5,965 11,930 23,860 1,462,439 2/23/21 19,710 110.81 109.92 339,998 (1)

Actual payouts of cash incentive awards for ~~2018~~2021 performance are shown in the Summary Compensation Table under ~~"Non-Equity~~“Non-Equity Incentive Plan Compensation."” The named ~~executives'~~executives’ possible annual cash incentive payouts are calculated using a percentage of base salary approved by the MD&C Committee. The threshold levels represent the amounts that would have been payable if the minimum performance ~~requirements~~criteria were met for each performance measure. ~~The possible payouts for Ms. Rankin and Mr. Trevathan reflect that each received an increase in their target percentage of base salary effective February 2018. Please see "Compensation~~See “Compensation Discussion and Analysis — Named ~~Executive's 2018~~Executive’s 2021 Compensation Program and Results — Annual Cash ~~Incentive"~~Incentive” for additional information about these ~~awards, including performance criteria.~~awards.

(2)

~~(2)~~

~~Represents~~

Consists of the number of shares of Common Stock potentially issuable based on the achievement of performance criteria under ~~performance share unit~~PSU awards granted under our 2014 Stock Incentive Plan. ~~Please see "Compensation~~See “Compensation Discussion and Analysis — Named ~~Executive's 2018~~Executive’s 2021 Compensation Program and Results — Long-Term Equity Incentives — Performance Share ~~Units"~~Units” for additional information about these ~~awards, including performance criteria.~~awards. The performance period for these awards ends December 31, ~~2020.~~2023. PSUs earn dividend equivalents, which are paid out based on the number of shares earned at the end of the performance period.

(3)

Consists of the number of shares of Common Stock issuable upon the vesting of the ADS Closing Award RSUs granted under our 2014 Stock Incentive Plan. These RSUs vest in full on the third anniversary of the date of grant. See “Compensation Discussion and Analysis — Named Executive’s 2021 Compensation Program and Results — Long-Term Equity Incentives — Restricted Stock Units” for additional information about this award.

(4)

~~(3)~~

~~Represents~~

Consists of the number of shares of Common Stock potentially issuable upon the exercise of options granted under our 2014 Stock Incentive Plan. ~~Please see "Compensation~~See “Compensation Discussion and Analysis — Named ~~Executive's 2018~~Executive’s 2021 Compensation Program and Results — Long-Term Equity Incentives — Stock ~~Options"~~Options” for additional information about these awards. ~~The stock~~Stock options ~~will~~ vest ratably in ~~25%~~three annual increments, beginning on the first ~~two anniversaries~~anniversary of the date of ~~grant and the remaining 50% will vest on the third anniversary.~~grant. Although we consider ~~all of our equity awards~~stock options to be a form of incentive compensation, ~~because their value will increase as the market value of our Common Stock increases,~~ only awards with performance criteria are ~~considered "equity incentive plan awards" for SEC disclosure purposes. As a result, stock option awards are not~~ included as ~~"Equity~~“Equity Incentive Plan ~~Awards"~~Awards” in ~~the table above or the Outstanding Equity Awards as of December 31, 2018 table.~~our compensation tables.

(5)

~~(4)~~

The exercise price represents the average of the high and low market price of our Common Stock on the date of the grant, in accordance with our 2014 Stock Incentive Plan.

(6)

~~(5)~~

These amounts are grant date fair values of the awards as calculated under ASC Topic 718 and as further described in ~~Note 14 in the Notes~~notes (1) and (2) to the ~~Consolidated Financial Statements in our 2018 Annual Report on Form 10-K.~~Summary Compensation Table.

~~Table of Contents~~

~~Outstanding Equity Awards as of December 31, 2018~~

2022 Proxy Statement | 41

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⁾

James C. Fish, Jr.

— 98,684⁽³⁾ 85.34 2/20/2028 5,208 463,460 111,510 19,846,550

— 97,151⁽⁴⁾ 73.335 2/28/2027 — — — —

— 27,259⁽⁵⁾ 56.235 2/26/2026 — — — —

Devina A. Rankin

— 27,961⁽³⁾ 85.34 2/20/2028 759 67,543 26,900 4,787,662

6,476 19,431⁽⁴⁾ 73.335 2/28/2027 — — — —

3,193 3,193⁽⁵⁾ 56.235 2/26/2026 — — — —

James E. Trevathan, Jr.

— 36,513⁽³⁾ 85.34 2/20/2028 — — 44,640 7,945,027

13,924 41,775⁽⁴⁾ 73.335 2/28/2027 — — — —

27,258 27,259⁽⁵⁾ 56.235 2/26/2026 — — — —

60,420 — 54.635 2/25/2025 — — — —

33,708 — 41.37 3/7/2024 — — — —

Jeff M. Harris

— 29,605⁽³⁾ 85.34 2/20/2028 — — 39,200 6,976,816

— 29,145⁽⁴⁾ 73.335 2/28/2027 — — — —

— 23,365⁽⁵⁾ 56.235 2/26/2026 — — — —

John J. Morris, Jr.

— 29,605⁽³⁾ 85.34 2/20/2028 — — 33,454 5,954,143

9,715 29,145⁽⁴⁾ 73.335 2/28/2027 — — — —

— 23,365⁽⁵⁾ 56.235 2/26/2026 — — — —

TABLE OF CONTENTS EXECUTIVE COMPENSATION OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021 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) James C. Fish, Jr. — 98,551(3) 110.81 2/23/2031 — — 112,542 37,566,520 25,284 75,854(4) 126.005 2/19/2030 — — — — — 57,283(5) 98.898 2/19/2029 — — — — Devina A. Rankin — 24,348(3) 110.81 2/23/2031 — — 27,960 9,333,048 6,321 18,963(4) 126.005 2/19/2030 — — — — — 16,367(5) 98.898 2/19/2029 — — — — John J. Morris, Jr. — 26,667(3) 110.81 2/23/2031 — — 30,686 10,242,987 6,953 20,860(4) 126.005 2/19/2030 — — — — 9,002 18,004(5) 98.898 2/19/2029 — — — — Charles C. Boettcher — 15,072(3) 110.81 2/23/2031 4,386 732,023 17,718 5,914,268 4,108 12,327(4) 126.005 2/19/2030 — — — — 10,638 10,639(5) 98.898 2/19/2029 — — — — Tara J. Hemmer — 19,710(3) 110.81 2/23/2031 — — 22,840 7,623,992 5,215 15,645(4) 126.005 2/19/2030 — — — — 13,502 13,503(5) 98.898 2/19/2029 — — — — (1)

Values are based on the closing price of ~~the Company's~~our Common Stock on December 31, ~~2018~~2021 of ~~$88.99.~~$166.90.

(2)

~~(2)~~

Includes vested stock options granted on ~~March 7, 2014 pursuant to our 2009 Stock Incentive Plan and vested stock options granted on~~ February ~~25, 2015, February 26, 2016~~19, 2019 and February ~~28, 2017~~19, 2020 pursuant to our 2014 Stock Incentive Plan.

(3)

~~(3)~~

Includes stock options granted on February ~~20, 2018~~23, 2021 that vest ~~25%~~ratably in three annual increments, beginning on the first ~~and second~~ anniversary of the date of ~~grant and 50% on the third anniversary of the date of~~ grant.

(4)

~~(4)~~

Includes stock options granted on February ~~28, 2017~~19, 2020 that vested 25% on the first anniversary of the date of grant. An additional 25% will vest on the second anniversary of the date of grant and 50% will vest on the third anniversary of the date of grant.

(5)

~~(5)~~

Includes stock options granted on February ~~26, 2016~~19, 2019 that vested 25% on the first and second anniversary of the date of grant. The remaining 50% will vest on the third anniversary of the date of grant.

42 |

2022 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

(6)

~~(6)~~

Includes the ADS Closing Award RSUs granted to Mr. Boettcher on February 23, 2021 under our 2014 Stock Incentive ~~Plan to Mr. Fish on November 11, 2016 in connection with his promotion to President and Chief Executive Officer. One-third of the~~Plan. The RSUs ~~granted to Mr. Fish vested in 2017 and 2018 on each of the first and second anniversaries of the date of grant. The remaining one-third of the RSUs will~~ vest in ~~2019~~full on the third anniversary of the date of grant. Also includes RSUs granted under our 2014 Stock Incentive Plan to Ms. Rankin on February 26, 2016 as part of her annual incentive compensation prior to her promotion to the senior leadership team. Ms. Rankin's RSUs vested in February 2019 on the third anniversary of the date of grant.

(7)

~~(7)~~

Includes PSUs with three-year performance periods ending December 31, ~~2019~~2022 and December 31, ~~2020.~~2023. Payouts on PSUs are made after the ~~Company's~~Company’s financial results for the performance period are reported and the MD&C Committee determines achievement of performance results and corresponding vesting, typically in ~~mid to late~~ February of the succeeding year. The PSUs for the performance period ended December 31, ~~2018~~2021 are not included in the table as they are considered earned as of December 31, ~~2018~~2021 for proxy statement disclosure purposes; instead, such

~~Table of Contents~~

PSUs are included in the Option Exercises and Stock Vested table below. Pursuant to SEC disclosure instructions, because the ~~Company's~~Company’s performance on the metrics governing our PSUs with the performance period ended December 31, ~~2018~~2021 exceeded target, the payout value of unearned awards is calculated assuming maximum performance criteria is achieved. The following number of PSUs have a performance period ending December 31, ~~2019:~~2022: Mr. Fish ~~– 56,338;~~— 52,892; Ms. Rankin ~~– 11,268; Mr. Trevathan – 24,226; Mr. Harris – 16,902; and~~— 13,224; Mr. Morris ~~– 16,902.~~— 14,546; Mr. Boettcher — 8,596; and Ms. Hemmer — 10,910. The following number of PSUs have a performance period ending December 31, ~~2020:~~2023: Mr. Fish ~~– 55,172;~~— 59,650; Ms. Rankin ~~– 15,632; Mr. Trevathan – 20,414; Mr. Harris – 22,298; and~~— 14,736; Mr. Morris ~~– 16,552.~~

~~Option Exercises~~— 16,140; Mr. Boettcher — 9,122; and ~~Stock Vested~~
Ms. Hemmer — 11,930.

Option Awards

Stock Awards

Name

Number of Shares
Acquired on Exercise (#)

Value Realized on
Exercise ($)

Number of Shares
Acquired on Vesting (#)⁽¹⁾

Value Realized on
Vesting ($)⁽¹⁾
James C. Fish, Jr.
76,222⁽²⁾ 2,068,223 57,060⁽³⁾ 5,583,018

Devina A. Rankin
11,341⁽⁴⁾ 506,312 5,330⁽³⁾ 514,988

James E. Trevathan, Jr.
— — 51,852 5,113,126

Jeff M. Harris
46,617⁽⁵⁾ 1,293,732 44,444 4,382,623

John J. Morris, Jr.
36,902⁽⁶⁾ 1,259,272 44,444 4,382,623

OPTION EXERCISES AND STOCK VESTED

	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)
James C. Fish, Jr.		106,625		5,105,012		108,399		15,459,399
Devina A. Rankin		44,327		2,873,915		30,971		4,416,951
John J. Morris, Jr.		14,803		379,054		34,067		4,858,489
Charles C. Boettcher		46,918		3,335,416		20,096		2,866,005
Tara J. Hemmer		16,447		1,048,127		25,550		3,643,831

(1)

The following number of net shares were received, after withholdings and the sale of shares to cover option costs and taxes: Mr. Fish — 22,037; Ms. Rankin — 11,212; Mr. Morris — 2,072; Mr. Boettcher — 13,561; and Ms. Hemmer — 4,261.

(2)

Includes shares of the ~~Company's~~Company’s Common Stock issued on account of PSUs granted in ~~2016~~2019 with a performance period ended December 31, ~~2018.~~2021. The determination of achievement of performance results and corresponding vesting of such PSUs was performed by the MD&C Committee in February ~~2019.~~2022. Following such determination, shares of the ~~Company's~~Company’s Common Stock earned under this award were issued on February ~~14, 2019,~~15, 2022, based on the average of the high and low market price of ~~the Company's~~our Common Stock on that date.

~~(2)~~

~~Mr. Fish received 13,939 net shares after payment of, or withholding of shares to cover, option costs and tax withholding.~~

~~(3)~~

Includes 5,208 and 774 restricted stock units granted to Mr. Fish and Ms. Rankin, respectively. The value of restricted stock units realized on vesting was calculated using the average of the high and low market price of the Company's Common Stock on the date of vesting.

~~Mr. Fish deferred receipt of 51,852 shares of Common Stock valued at $5,113,126 earned on account of PSUs with the performance period ended December 31, 2018. See the~~

2022 Proxy Statement | 43

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Nonqualified Deferred Compensation in ~~2018 table below and accompanying disclosure for additional information.~~

~~(4)~~

~~Ms. Rankin received 3,234 net shares after payment of option costs and tax withholding.~~

~~(5)~~

~~Mr. Harris received 8,371 net shares after payment of option costs and tax withholding.~~

~~(6)~~

~~Mr. Morris received 5,612 net shares after payment of, or withholding of shares to cover, option costs and tax withholding.~~

2021

~~Table of Contents~~

Amounts that Can be Deferred.~~Nonqualified Deferred Compensation in 2018~~

~~Each~~ Under our 409A Deferral Plan, each of our named executive officers ~~is eligible to participate in our 409A Deferral Plan and~~ may elect to defer receipt of portions of their base salary and annual cash incentives for the applicable fiscal year in excess of the annual compensation threshold (the “Threshold”) established under Section 401(a)(17) of ~~the IRC, referred to as the "Threshold." As of 2018,~~IRC. For 2021, the Threshold was ~~$275,000.~~$290,000. Such deferrals will result in a deferral of taxation on the amounts deferred. The ~~plan~~409A Deferral Plan provides that ~~eligible employees~~a plan participant may defer, for payment at a future date ~~(i)~~(a) up to 25% of the participant’s base salary, and up to 100% of the participant’s annual cash incentives, payable after the aggregate of such ~~compensation components~~base salary and annual cash incentives reaches the Threshold; ~~(ii) receipt of~~(b) any RSUs that would otherwise be received by the plan participant; and ~~(iii) receipt of~~(c) any ~~PSUs.~~PSUs that would otherwise be received by the plan participant.

Matching Contributions. The Company match provided under the 409A Deferral Plan is dollar for dollar on the ~~employee's~~employee’s deferrals, up to 3% of the ~~employee's~~employee’s aggregate base salary and cash incentives in excess of the Threshold, and fifty cents on the dollar on the ~~employee's~~employee’s deferrals, in excess of 3% and up to 6% of the ~~employee's~~employee’s aggregate base salary and cash incentives in excess of the Threshold. Additional deferral contributions will not be matched but will be tax-deferred. Amounts deferred under this plan are allocated into accounts that mirror selected investment funds in our 401(k) Retirement Savings Plan, including a Company stock fund, although the amounts deferred are not actually invested in stock or funds. There is no Company match on deferred RSUs or PSUs, but the Company makes a cash payment of dividend equivalents on the shares deferred at the same time and at the same rate as dividends on the ~~Company's~~Company’s Common Stock.

Timing of Distributions. Participating employees generally can elect to receive distributions commencing six months after the employee leaves the Company in the form of annual installments or a lump sum payment. Special circumstances may allow for a modified or accelerated distribution, such as the ~~employee's~~employee’s death, an unforeseen emergency, or upon termination of the plan. In the event of death, distribution will be made to the designated beneficiary in a single lump sum in the following calendar year. In the event of an unforeseen emergency, the plan administrator may allow an early payment in the amount necessary to satisfy the emergency. All participants are immediately 100% vested in all of their contributions, Company matching contributions, and gains and/or losses related to their investment ~~choices.~~

choices

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
Devina A. Rankin		52,036		41,788		91,852		—		641,920
John J. Morris, Jr.		35,430		26,572		527,655		—		2,696,489
Charles C. Boettcher		40,575		32,709		66,311		—		515,684
Tara J. Hemmer		57,623		31,492		77,883		—		613,737

(1)

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 ($)⁽⁴⁾

Aggregate Balance
at Last Fiscal
Year End ($)⁽⁵⁾
James C. Fish, Jr. 262,240 135,329 177,929 79,965 5,044,494

Devina A. Rankin 50,119 40,561 (149) — 207,733

James E. Trevathan, Jr. 4,529,031 26,591 332,701 101,900 8,556,442

Jeff M. Harris 157,169 61,222 (29,105) — 1,183,134

John J. Morris, Jr. 70,148 55,273 (50,596) — 1,287,093

~~(1)~~: Contributions are made pursuant to the ~~Company's~~Company’s 409A Deferral Plan. Executive contributions of base salary and annual cash incentive compensation is included in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table.

(2)

~~(2)~~

Company contributions to the ~~executives'~~executives’ 409A Deferral Plan accounts are included in the All Other Compensation column in the Summary Compensation Table.

(3)

~~(3)~~

Earnings on these accounts are not included in any other amounts in the tables included in this Proxy Statement, as the amounts of the named ~~executives'~~executives’ earnings on deferred cash compensation represent the general market gains (or losses) on investments, rather than amounts or rates set by the Company for the benefit of the named executives. In the case of ~~Messrs.~~Mr. Fish, ~~and Trevathan,~~ who ~~have~~has deferred receipt of ~~42,992~~a total of 94,844 shares ~~(not including the shares deferred~~of Common Stock in ~~February 2019) and 54,785 shares, respectively,~~prior years, earnings also include the change in the closing price per share of the ~~Company's~~Company’s Common Stock from December 31, ~~2017~~2020 to December 31, ~~2018,~~2021, plus ~~$1.86~~$2.30 of ~~dividends~~dividend equivalents paid per share of Common Stock in ~~2018,~~2021, multiplied by the number of shares deferred. The dividend equivalents on the deferred shares were paid in cash to Mr. Fish during 2021 and are reflected in the Aggregate Withdrawals/ Distributions column above. The value of ~~all such~~Mr. Fish’s deferred shares was included in the Option Exercises and Stock Vested table ~~for~~in the ~~year of vesting.~~years such awards vested.

(4)

~~(4)~~

~~Amounts shown in this column consist of dividend equivalents paid out on deferred shares.~~

~~(5)~~

Amounts shown in this column include the following amounts that were reported as compensation to the named executive in the Summary Compensation Table for ~~2016-2018:~~2019-2021: Mr. Fish — ~~$711,421;~~$592,656; Ms. Rankin — ~~$139,201; Mr. Trevathan — $257,482; Mr. Harris — $582,940; and~~ $271,326;

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EXECUTIVE COMPENSATION

Mr. Morris — ~~$333,153.~~$204,817; and Ms. Hemmer — $261,526. With respect to Mr. Boettcher, who became a named executive in 2021, $73,284 of his total amount shown in this column was reported as compensation in the Summary Compensation Table for 2021.

~~Table of Contents~~

Potential Payments Upon Termination or Change in Control

Change in ~~Control~~.Control. The post-employment compensation our named executives receive is based on provisions included in retirement and severance plan documents, employment agreements and equity incentive award documentation. Severance protections aid in retention of senior leadership by providing the individual with comfort that he or she will be treated fairly in the event of an involuntary termination not for cause. The change in control provisions included in the Severance Protection Plan, our stock option award agreements and, if applicable, employment agreements require a double trigger in order to receive any payment in the event of a change in control situation. First, a change in control must occur, and second, the individual must terminate employment for good reason or the Company must terminate employment without cause within six months prior to or two years following the change in control event. PSUs are paid out in cash on a prorated basis based on actual results achieved through the end of the fiscal quarter prior to a change in control. Thereafter, the executive would typically receive a replacement award from the successor entity, provided that the successor entity is publicly traded. If the successor is not publicly traded, the executive will be entitled to a replacement award of cash. RSUs, which are not routinely a component of our named executive officer compensation, vest upon a change in control, unless the successor entity converts the awards to equivalent grants in the successor. In the case of both converted RSU and PSU awards, they will vest in full if the executive is terminated without cause following the change in control. We believe providing change in control protection encourages our named executives to pursue and facilitate transactions that are in the best interests of stockholders while not granting executives an undeserved windfall.

Involuntary Termination or Resignation for Good ~~Reason~~.Reason. Under the Severance Protection Plan, in the event a participant is terminated without cause or resigns for good reason, subject to execution of a release of claims and continued compliance with all restrictive covenants, he or she will be entitled to receive: (a) cash severance in an aggregate amount equal to two times the sum of the ~~participant's~~participant’s base salary and target annual bonus (with one half payable in a lump sum at termination, and the remaining half payable in installments over a two-year period); (b) continuation of group health benefits over a two-year period following termination and (c) apro rata annual cash incentive payment for the year of termination. In the event a named executive is terminated for cause, he or she is entitled to any accrued but unpaid salary only, and all unvested awards and outstanding stock options, whether exercisable or not, are forfeited.

The terms ~~"cause," "good~~“cause,” “good reason,"” and ~~"change~~“change in ~~control"~~control” are defined in the ~~executives'~~executives’ employment agreements, the Severance Protection Plan and equity award plans and agreements, as applicable, but such terms have the meanings generally described below. You should refer to the applicable documentation, accessible through the Exhibit List to the Company’s Annual Report on Form 10-K, for the ~~actual~~full definitions.

~~"Cause"~~

“Cause” generally means the named executive has: deliberately refused to perform his or her duties; breached his or her duty of loyalty to the Company; been convicted of a felony; intentionally and materially harmed the Company; materially violated the ~~Company's~~Company’s policies and procedures or breached the covenants contained in his or her agreement.

“Good ~~Reason"~~Reason” generally means that, without the named ~~executive's~~executive’s consent: his or her duties or responsibilities have been substantially changed; he or she has been removed from his or her position; the Company has breached his or her employment agreement; any successor to the Company has not assumed the obligations under his or her employment agreement; or he or she has been reassigned to a location more than 50 miles away.

“Change in ~~Control"~~Control” generally means that: at least 25% of the ~~Company's~~Company’s Common Stock has been acquired by one person or persons acting as a group; certain significant turnover in our Board of Directors has occurred; there has been a merger of the Company in which at least 50% of the combined post-merger voting power of the surviving entity does not consist of the ~~Company's~~Company’s pre-merger voting power, or a merger to effect a recapitalization that resulted in a person or persons

~~Table of Contents~~

acting as a group acquired 25% or more of the ~~Company's~~Company’s voting securities; or the Company is liquidating or selling all or substantially all of its assets.

Benefits to a participant under the Severance Protection Plan are subject to reduction to the extent required by the ~~Company's~~Company’s Severance Limitation Policy or if the excise tax described in Sections 280G or 4999 of the IRC is applicable and such reduction would place the participant in a better net after tax position.

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EXECUTIVE COMPENSATION

Voluntary Termination; ~~Retirement~~.Retirement. Our equity award agreements generally provide that an executive forfeits unvested awards if he or she voluntarily terminates employment. RSUs ~~generally vest on a~~~~pro rata~~ ~~basis upon an employee's qualifying retirement, and RSUs~~ and PSUs generally vest on apro rata basis upon involuntary termination other than for cause. ~~With respect~~RSUs, PSUs and stock options generally continue to ~~outstanding PSUs granted in 2017, such awards~~ vest ~~on a~~~~pro rata~~ basis upon an employee's qualifying retirement, except that the award agreement for PSUs granted to Mr. Trevathan in 2017 provides that such PSUs would not be prorated if his qualifying retirement occurred on or after December 31, 2018. For PSUs granted in 2018, the MD&C Committee changed the treatment of such awards uponfollowing a qualifying retirement ~~to provide all executive officers with full vesting of PSUs at~~as if the employee had remained employed until the end of the performance ~~period based on actual results achieved, instead of~~~~pro rata~~ vesting, provided that qualifying retirement occurred on or after December 31, 2018. This action was taken to align with market practices and aid recruitment and retention by providing a more competitive retirement benefit.

~~In the event of a recipient's qualifying retirement, stock options shall continue to vest pursuant to the original schedule set forth in the award agreement.~~period. If the recipient is terminated by the Company without cause or voluntarily resigns, the recipient ~~shall be~~is entitled to exercise all stock options outstanding and exercisable within a specified time frame after such termination.

Explanation of Tabular ~~Disclosure~~.Disclosure. The following table presents potential payouts to our ~~currently-serving~~ named executives at year-end upon termination of employment in the circumstances indicated pursuant to the terms of applicable plans and agreements. The payouts set forth below assume the triggering event indicated occurred on December 31, ~~2018,~~2021, when the closing price of our Common Stock was ~~$88.99~~$166.90 per share. These payouts are calculated for SEC disclosure purposes and are not necessarily indicative of the actual amounts the named executive would receive. Please note the following when reviewing the payouts set forth below:

•

The compensation component set forth below for accelerated vesting of stock options is comprised of the unvested stock options granted in ~~2016, 2017~~2019, 2020 and ~~2018, which vest 25%~~2021, based on the ~~first~~difference between the closing price of our Common Stock on December 31, 2021 and ~~second anniversary~~the exercise price of ~~the date of grant and 50% on the third anniversary of the date of grant.~~those options.

•

For purposes of calculating the payout of performance share unit awards outstanding as of December 31, ~~2018,~~2021, we have assumed that target performance was achieved; ~~any~~ actual performance share unit payouts will be based on actual performance of the Company during the performance period.

•

For purposes of calculating the payout upon the ~~"double trigger"~~“double trigger” of change in control and subsequent involuntary termination not for cause, the value of the performance share unit replacement award is equal to the number of PSUs that would be forfeited based on the prorated acceleration of the PSUs, multiplied by the closing price of our Common Stock on December 31, ~~2018.~~2021.

•

The payout for continuation of benefits is an estimate of the cost the Company would incur to continue those benefits.

•

The ~~Company's~~Company’s practice is to provide all benefits eligible employees with life insurance that pays one times annual base salary upon death. The insurance benefit is a payment by an insurance company, not the Company, and is payable under the terms of the insurance policy.

•

Refer to the Nonqualified Deferred Compensation in ~~2018~~2021 table above for aggregate balances payable to the named executives under our 409A Deferral Plan pursuant to the named ~~executive's~~executive’s distribution elections.

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2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Potential Consideration ~~upon~~Upon Termination of Employment

	Mr. Fish		Ms. Rankin		Mr. Morris		Mr. Boettcher		Ms. Hemmer
Payout or Value of Compensation Components, in dollars
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
• 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
• Accelerated vesting of RSUs		—		—		—		732,023		—
• Life insurance benefit paid by insurance company (in the case of death)		1,175,000		689,000		716,000		636,000		576,000
Total		32,483,394		8,609,684		9,410,623		6,398,131		7,051,563
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
• Continued coverage under health and welfare benefit plans for two years		28,416		28,416		28,416		28,416		28,416
• 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 vesting of RSUs		—		—		—		204,967		—
Total		15,732,061		5,136,607		5,472,239		3,972,330		4,143,701
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
• Continued coverage under health and welfare benefit plans for two years		28,416		28,416		28,416		28,416		28,416
• Accelerated vesting of stock options		12,525,134		3,254,160		3,573,130		2,072,974		2,663,567
• Prorated accelerated payment of PSUs		9,203,645		2,291,203		2,516,407		1,463,936		1,877,625
• Accelerated payment of PSUs replacement grant		9,579,615		2,375,321		2,605,086		1,493,199		1,934,371
• Accelerated vesting of RSUs		—		—		—		732,023		—
• Prorated annual cash bonus(1)		3,900,000		1,408,494		1,463,708		975,005		529,972
Total		41,736,810		12,174,582		13,114,163		9,040,564		9,271,611

(1)

James C. Fish, Jr.
Devina A. Rankin
John J. Morris, Jr.

Payout or Value of Compensation Components,
in dollars

In Event of Death or Disability

•
Accelerated vesting of stock options
2,773,964 510,837 1,329,644
•
Payment of PSUs (contingent on actual performance at end of performance period)
9,923,275 2,393,831 2,977,071
•
Accelerated vesting of restricted stock units
463,460 67,543 —
•
Life insurance benefit paid by insurance company (in the case of death)
1,100,000 500,000 634,000

Total
14,260,699 3,472,211 4,940,715

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)
5,522,500 2,152,410 2,469,430
•
Continued coverage under health and welfare benefit plans for two years
26,040 26,040 26,040
•
Prorated payment of PSUs (contingent on actual performance at end of performance period)
4,978,931 1,132,190 1,493,727
•
Prorated vesting of restricted stock units
64,888 64,166 —

Total
10,592,359 3,374,806 3,989,197

In Event of Termination Without Cause by the Company or For Good Reasons 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)
5,522,500 2,152,410 2,469,430
•
Continued coverage under health and welfare benefit plans for two years
26,040 26,040 26,040
•
Accelerated vesting of stock options
2,773,964 510,837 1,329,644
•
Prorated accelerated payment of PSUs
4,978,931 1,132,190 1,493,727
•
Accelerated payment of PSUs replacement grant
4,944,344 1,261,641 1,483,344
•
Accelerated vesting of restricted stock units
463,460 67,543 —
•
Prorated maximum annual cash bonus
3,172,500 1,048,610 1,169,730

Total
21,881,739 6,199,271 7,971,915

~~Table of Contents~~

~~Retirement of Messrs. Trevathan and Harris~~

~~In February 2018,~~Pursuant to the Severance Protection Plan, Ms. Hemmer receives a prorated target annual cash bonus under this scenario. Mr. ~~Trevathan~~Fish, Ms. Rankin, Mr. Morris and Mr. ~~Harris announced~~Boettcher receive a prorated maximum annual cash bonus under this scenario pursuant to their ~~intention~~2017 Employment Agreements. The 2017 Employment Agreements provided for this enhanced treatment partially on account of similar terms in pre-existing employment agreements that executives were agreeing to ~~retire at~~terminate in order to support the ~~end of~~Company’s transition toward a more standardized and flexible approach to severance protections.

2022 Proxy Statement | 47

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Chief Executive Officer Pay Ratio

In 2022, we reconducted our analysis to identify the year, and each of them retired from the Company as of December 31, 2018. No payments were made to Messrs. Trevathan or Harris as a result of their retirement from the Company, other than the retirement gifts included in the "All Other Compensation" column of the Summary Compensation Table and described in note (5) thereto. The outstanding PSUs and stock options held by Messrs. Trevathan and Harris will be treated under the retirement provisions of their applicable award agreements, as described immediately above under "Potential Payments Upon Termination or Change in Control — Voluntary Termination; Retirement."

~~Chief Executive Officer Pay Ratio~~

~~Last year we identified the Company's~~Company’s median employee, based on total annual compensation for all employees other than our Chief Executive Officer, in accordance with SEC Regulation S-K, Item 402(u) ~~for purposes of the proxy statement filed in March 2018~~ (the ~~"Median Employee"~~“Median Employee”). The Median Employee, a Driver in the United States, was identified from a list of Company employees as of December 31, 2017. Out of a total worldwide employee population of 42,075 on that date, the list included 41,585 employees and excluded the Chief Executive Officer and our 489 employees based in India. Approximately 90% of these total employees work in the United States and approximately 10% work in Canada. Over 99% of these individuals are full-time employees. Any temporary or seasonal employees are included; any subcontracted workers are not employees and are excluded. To select the Median Employee, we determined the actual taxable compensation paid to each listed employee in ~~2017,~~2021, converted to U.S. dollars at appropriate exchange rates for non-U.S. employees, and annualized for salaried employees hired during the year. We did not apply any cost-of-living adjustments nor did we use any form of statistical sampling.

~~Since~~ The Median Employee, a Senior Technician in the U.S., was identified from a list of Company employees as of December 31, ~~2017, there been no changes to the Company's~~2021. Out of a total worldwide employee population ~~compensation arrangements,~~of 48,687 on that date, the list included 47,617 employees and excluded the Chief Executive Officer and our 1,069 employees based in India. Approximately 95.7% of these total employees work in the U.S. and approximately 4.3% work in Canada. Over 99% of these individuals are full-time employees. Any temporary or the circumstances of the Median Employee that the Company believes would significantly impact this pay ratio disclosure. Accordingly, as permitted by SEC Regulation S-K, Item 402(u), the Company is providing the following information based on the Median Employee identified last year.

seasonal employees are included; any subcontracted workers are not employees and are excluded. For ~~2018,~~2021, total annual compensation for the Median Employee was ~~$81,096.~~$80,744. The annual compensation of our Chief Executive Officer was ~~$9,125,281,~~$13,057,363, for a ratio of 1:~~113.~~162. These ~~compensation~~ values were calculated in accordance with SEC Regulation S-K, Item 402(c)(2)(x) requirements for reporting total compensation in the Summary Compensation Table.

~~Table of Contents~~

E~~Equity Compensation Plan Table~~
quity

Compensation Plan Table

The following table provides information as of December 31, ~~2018~~2021 about the number of shares to be issued upon vesting or exercise of equity awards and ~~the number of~~ shares remaining available for issuance under our equity compensation plans.

Plan Category

Number of
Securities to be
Issued Upon
Exercise
of Outstanding
Options and Rights

Weighted-Average

~~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)

~~6,258,851~~⁽²⁾

~~59.46~~⁽³⁾

~~22,112,282~~⁽⁴⁾

4,717,856(2)

92.53(3)

19,587,918(4)

(1)

Includes our 2009 Stock Incentive Plan, 2014 Stock Incentive Plan and Employee Stock Purchase Plan ~~("ESPP"~~(“ESPP”). No additional awards may be granted under our 2009 Stock Incentive Plan.

(2)

~~(2)~~

Includes: options outstanding for ~~4,441,456~~3,206,076 shares of Common Stock; ~~261,645~~201,098 shares of Common Stock to be issued in connection with deferred compensation obligations; ~~391,858~~342,860 shares underlying unvested ~~restricted stock units~~RSUs and ~~1,163,892~~967,822 shares of Common Stock that would be issued on account of outstanding PSUs if the target performance level is achieved. Assuming, instead, that the maximum performance level was achieved on such PSUs, the ~~number of shares~~amount of Common Stock that would be issued on account of outstanding awards would increase by ~~1,163,892~~967,822 shares.

The total number of shares subject to outstanding awards in the table above includes ~~426,662~~346,402 shares on account of PSUs, at target, with the performance period ended December 31, ~~2018.~~2021. The determination of achievement of performance results on such PSUs was performed by the MD&C Committee in February ~~2019,~~2022, and the Company achieved (a) maximum performance ~~criteria.~~criteria on the Cash Flow PSUs, yielding a 200% payout and (b) above target performance criteria on the TSR PSUs, yielding a 167.78% payout. A total of ~~532,473~~420,888 shares of Common Stock were issued on account of such PSUs in February ~~2019,~~2022, net of units deferred, of which ~~266,236~~228,582 shares of Common Stock were included in the first column of the table above.

Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes; however, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be terminated before the end of an offering period and, due to the look-back pricing feature, the purchase price and corresponding number of shares to be purchased is unknown.

(3)

Excludes PSUs and ~~restricted stock units~~RSUs because those awards do not have exercise prices associated with them. Also excludes purchase rights under the ESPP for the reasons described in note (2) above.

(4)

~~(4)~~

The shares remaining available include ~~1,344,502~~2,724,119 shares under our ESPP and ~~20,767,780~~16,863,799 shares under our 2014 Stock Incentive Plan, assuming payout of PSUs at maximum. Assuming payout of PSUs at target, the number of shares remaining available for issuance under our 2014 Stock Incentive Plan would be ~~21,931,672.~~17,831,621.

~~Table of Contents~~

~~RATIFICATION OF INDEPENDENT REGISTERED PUBLIC~~
~~ACCOUNTING FIRM~~

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TABLE OF CONTENTS

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(ITEM 2 ON THE PROXY CARD)

Our Board of Directors, upon the recommendation of the Audit Committee, has ratified the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year ~~2019,~~2022, subject to ratification by our stockholders.

Representatives of Ernst & Young LLP will ~~be at~~attend the ~~annual meeting.~~virtual Annual Meeting. They will be able to make a statement if they want, and will be available to answer ~~any~~ appropriate questions submitted by stockholders ~~may have.~~

during the virtual Annual Meeting.

Although ratification of the selection of Ernst & Young LLP is not required by our By-laws or otherwise, we are submitting the selection to stockholders for ratification because we value our ~~stockholders'~~stockholders’ views on our independent registered public accounting firm and as a matter of good governance. If our stockholders do not ratify our selection, it will be considered a direction to our Board and Audit Committee to consider selecting another firm. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm, subject to ratification by the Board, at any time during the year if it determines that such a change is in the best interests of the Company and our stockholders.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION

~~Independent Registered Public Accounting Firm Fee Information~~

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were as follows:

	2021			2020
	(In millions)
Audit Fees		$	5.9		$	6.2
Audit-Related Fees			0.3			—
Tax Fees			—			—
All Other Fees			—			—
Total		$	6.2		$	6.2

2018 2017

(In millions)

Audit Fees
$ 4.6     $ 4.8
Audit-Related Fees
0.1     0.2
Tax Fees
—     —
All Other Fees
—     —

Total
$ 4.7     $ 5.0

Audit fees ~~includes~~include fees for the annual audit, reviews of the ~~Company's~~Company’s Quarterly Reports on Form 10-Q, work performed to support the ~~Company's~~Company’s debt issuances, accounting consultations, and separate subsidiary audits required by statute or regulation. Audit-related fees ~~principally~~also include ~~financial due diligence~~ services relating to ~~certain potential acquisitions.~~

the implementation of the Company’s new enterprise resource planning system.

The Audit Committee has adopted procedures for the approval of Ernst & ~~Young's~~Young LLP’s services and related fees. At the beginning of each year, all audit and audit-related services, tax fees and other fees for the upcoming audit are provided to the Audit Committee for approval. The services are grouped into significant categories and provided to the Audit Committee in the format shown above. All projects that have the potential to exceed $100,000 are separately identified and reported to the Committee for approval. The Audit Committee Chairman has the authority to approve additional services, not previously approved, between Committee meetings. Any additional services approved by the Audit Committee Chairman between Committee meetings are reported to the full Audit Committee at the next regularly scheduled meeting. The Audit Committee is updated on the status of all services and related fees at every regular meeting. In ~~2018~~2021 and ~~2017,~~2020, the Audit Committee or Audit Committee Chairman pre-approved all audit and audit-related services performed by Ernst & ~~Young.~~

Young LLP. As set forth in the Audit Committee Report, ~~on page 9,~~ the Audit Committee has considered whether the provision of these audit-related services is compatible with maintaining auditor independence and has determined that it is.

VOTE REQUIRED FOR APPROVAL

~~Vote Required for Approval~~

Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present at the meeting, in person or represented by proxy, and entitled to vote.

~~THE BOARD~~ 2022 Proxy Statement | 49

TABLE OF ~~DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.~~

~~Table of Contents~~

CONTENTS 

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

ADVISORY VOTE ON EXECUTIVE COMPENSATION

(ITEM 3 ON THE PROXY CARD)

Pursuant to Section 14A of the Exchange Act, stockholders are entitled to an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as ~~"say~~“say on ~~pay"~~pay”). The Board of Directors has determined that it will include this ~~"say~~“say on ~~pay"~~pay” vote in the ~~Company's~~Company’s proxy materials annually, pending consideration of future advisory stockholder votes on the frequency of this advisory vote on executive compensation.

We encourage stockholders to review theCompensation Discussion and Analysis and theExecutive Compensation Tables on pages 2623 to 5448 of this Proxy Statement. The Company has designed its executive compensation program to be supportive of, and align with, the strategy of the Company and the creation of stockholder value, while discouraging excessive risk-taking. The following key structural elements and policies, discussed in more detail in theCompensation Discussion and Analysis, further the objective of our executive compensation program and evidence our dedication to competitive and reasonable compensation practices that are in the best interests of stockholders:

•

~~over 75%~~a significant majority of our named ~~executive's~~executive’s target compensation is linked to Company performance ~~through annual cash incentive performance criteria~~ and ~~long-term equity-based incentive awards, and over 60% of our named executive's target compensation is tied to~~ long-term equity awards, which aligns ~~executives'~~executives’ interests with those of stockholders;

•

our total direct compensation opportunities for named executive officers are targeted to fall in a range around the competitive median;

•

performance stock units with a three-year performance period, as well as stock options that vest over a three-year period, link ~~executives'~~executives’ interests with long-term performance and reduce incentives to maximize performance in any one year;

•

all of our executive officers are subject to stock ownership guidelines, which we believe demonstrates a commitment to, and confidence in, the ~~Company's~~Company’s long-term prospects;

•

~~our Severance Limitation Policy limits the amount of benefits the Company may provide to its executive officers under severance agreements entered into after the date of such policy;~~ and

•

the Company has adopted ~~a policy~~policies that ~~prohibits~~limit executive officer severance benefits and prohibit it from entering into ~~new~~ agreements with executive officers that provide for certain death benefits or tax gross-up payments.

The Board strongly endorses the ~~Company's~~Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:

RESOLVED, that the compensation of the ~~Company's~~Company’s named executive officers as described in this Proxy Statement under ~~"Executive~~“Executive Compensation,"” including theCompensation Discussion and Analysis and the tabular and narrative disclosure contained in this Proxy Statement, is hereby APPROVED.

VOTE REQUIRED FOR APPROVAL

~~Vote Required for Approval~~

~~Table of Contents~~

binding, and neither the Board nor the MD&C Committee will be required to take any action as a result of the outcome of the vote on this proposal. The MD&C Committee will carefully consider the outcome of the vote in connection with future executive compensation arrangements.

~~THE BOARD RECOMMENDS THAT YOU VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.~~50

2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS 

~~STOCKHOLDER PROPOSAL~~

STOCKHOLDER PROPOSAL

(ITEM 4 ON THE PROXY CARD)

~~Waste Management is not responsible for the content of this stockholder proposal or supporting statement.~~

The following proposal was submitted by the International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, NW, Washington, DC 20001, which owns 143 shares of Waste Management, Inc. Common Stock. The proposal has been included verbatim as we received it.

~~Stockholder Proposal~~
Waste Management is not responsible for the content of this stockholder proposal or supporting statement.

~~RESOLVED:~~STOCKHOLDER PROPOSAL

RESOLVED ~~The~~that shareholders ~~ask the board of directors~~ of Waste Management, Inc. ~~(the "Company"~~(“Waste Management”), urge the Board of Directors to ~~adopt~~oversee a third-party audit analyzing the adverse impact of Waste Management’s policies and practices on the civil rights of company stakeholders, above and beyond legal and regulatory matters, and to provide recommendations for improving the company’s civil rights impact. Input from civil rights organizations, employees, customers, and other stakeholders should be considered in determining the specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Waste Management’s website.

SUPPORTING STATEMENT:

Recently, the racial justice movement together with the disproportionate impacts of the COVID- 19 pandemic have focused the public’s and policy ~~that in the event of a change in control (as defined under any applicable employment agreement,~~makers’ attention on civil rights and gender and racial equity incentive plan or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive officer, provided, however, the Board's Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial,~~pro rata~~ ~~basis up~~issues. In response to the ~~time~~racial justice protests in June 2020, Waste Management’s CEO stated that “Waste Management’s family stand united against racism.” Inclusion, equity, and diversity (IE&D) is also a fundamental value and part of the ~~named executive officer's termination, with such qualifications~~company’s code of conduct.

While the company states IE&D is a fundamental value, its policies and practices fail to reflect this statement. Waste Management’s workforce is 22% Hispanic, 19% Black, and 18% women according to its latest diversity report (2020 data). Yet only 11% of executives are considered ethnically diverse. Further, based on 2019 data (the latest year for ~~an award as~~which Waste Management broke out the ~~Committee may determine.~~

~~For purposes of this Policy, "equity award" means an award granted under an equity incentive plan as defined in Item 402~~category), nearly half of the ~~SEC's Regulation S-K, which addresses elements~~jobs held by women are in “administrative support,” while 79% of executive ~~compensation~~and management level positions are held by men. Though the company has a goal of increasing representation of women overall and minorities in all segments of the business by 2025, it is unclear how Waste Management is evaluating the effectiveness of these programs given there does not appear to be concrete metrics attached.

Lending urgency to an audit is the recent suggestion by company management that immigrants are good candidates for alleviating the industry’s perceived driver shortage.1 Targeting immigrants to fill high-paying, stable jobs could help ameliorate inequalities. However, immigrants, especially those of color, are among the most vulnerable and easily exploitable populations. A PBS NewsHour report noted, “Immigrants perform some of America’s lowest-paying, arduous jobs, and are among those most victimized by employers failing to pay them fairly.”2

The civil rights impact of Waste Management’s facilities and services also warrant further evaluation. The company disclosed that the majority of people living within one kilometer of its facilities are non-white. While the company is providing greater transparency on its environmental justice footprint, it does not appear to ~~shareholders. This resolution shall~~have objectively evaluated how this data could be ~~implemented so as not~~used to ~~affect any contractual rights in existence~~address the disproportionate impact of its facilities on the ~~date~~public health and economic equality of communities of color.

We urge shareholders to vote FOR this ~~proposal is adopted, and it shall apply only to equity awards made under equity incentive plans or plan amendments the shareholders approve after the date of the 2019 annual meeting.~~

proposal.

1 ~~SUPPORTING STATEMENT:~~

The Company allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change of control of the Company. We do not question that some form of severance payments may be appropriate in that situation. We are concerned, however, current practices at the Company may permit windfall awards that have nothing to do with an executive's performance.

Per last year's proxy statement, a termination following a change in control at the end of the 2017 fiscal year could have accelerated the vesting of $32.5 million worth of long term equity and grants to five senior executives, with the CEO entitled to $11.9 million. In the event of a change in control and termination, Waste Management's performance share units vest~~pro-rata~~ ~~but the provision is meaningless because the company compensates the executives through a replacement grant for any lost earnings due to proration.~~

To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a "pay for performance" philosophy worthy of the name.

~~We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards on a~~~~pro rata~~ ~~basis as of his or her termination date, with the details of any~~~~pro rata~~ award to be determined by the Compensation Committee. Other major corporations, including: Apple, Chevron, Dell, Exxon Mobil, IBM, Intel, Microsoft, and Occidental Petroleum, have limitations on accelerated vesting of unearned equity, such as, providing~~pro rata~~ ~~awards or simply forfeiting unearned awards. Research from James Reda & Associates found that over one-third of the largest 200 companies now~~~~pro rate~~~~, forfeit, or only partially vest performance shares upon a change of control.~~

~~Table of Contents~~https://www.wastedive.com/news/waste-expo-labor-shortage-incarcerated-worker-opportunities/602638/

~~Waste Management Response to Stockholder Proposal on Policy Restricting Accelerated Vesting and Requiring Partial Forfeiture of Equity Awards to Named Executive Officers upon a Change in Control~~
https://www.pbs.org/newshour/economy/wage-theft-hits-immigrants-hard

WASTE MANAGEMENT RESPONSE TO STOCKHOLDER PROPOSAL

The Board recommends that stockholders vote AGAINST this proposal.

Waste Management appreciates the proponent’s investment in our Company and the direct engagement with the proponent via video calls and emails in response to their stockholder proposal. We respect the request for a civil rights audit and understand the critical importance of racial and gender equity and environmental justice. Inclusion, equity &

2022 Proxy Statement | 51

TABLE OF CONTENTS

diversity are fundamental values at Waste Management, and we are committed to our work in these areas. We encourage stockholders to review our 2021 Sustainability Report at https://sustainability.wm.com to learn more about our people-first culture and progress embedding inclusion, equity and diversity across our Company. (Neither our 2021 Sustainability Report, nor any information available at https://sustainability.wm.com, constitutes a part of, or is incorporated by reference into, this Proxy Statement or any report filed with the SEC.)

We are proud of the work done so far, and we know that future progress will require on-going efforts, long-term focus and dedication. In particular, Waste Management has two substantial initiatives currently in-progress that we expect to yield notable results to be publicly-disclosed in 2022; those initiatives include:

•

In 2021, our Company engaged the consulting services arm of one of the big four accounting firms to conduct a substantial assessment of Waste Management’s ESG goals and progress against them and assist in setting new goals. This effort includes review of our Company’s prior and current practices, goals and materiality assessments; benchmarking against competitors and leaders; review of customer and investor expectations; consideration of opportunities, risks, barriers and future developments; development of a ESG goal-setting framework and new ESG goals (including a Science-Based Target for greenhouse gas emissions, as well as social/ workforce goals); preparation of a roadmap for each goal, including programs/policies, communication strategies and delivery costs; and documentation of a process to analyze results. Waste Management’s new ESG goals resulting from this process will be announced in 2022.

•

Waste Management has long been focused on environmental justice and the relationship between our facilities and their communities. In 2021, we undertook efforts to further this understanding with the development of a new environmental justice mapping tool in response to specific investor inquiries to be able to see all Waste Management facilities on a map, linking to the EPA’s publicly available EJ mapping tool. The ~~Board does not~~results of these efforts are being updated in our ESG Hub on our sustainability website as they are completed. After doing the extensive data gathering and input necessary in 2021 to develop the new EJ mapping tool, we are evaluating additional ways the tool might be used to provide information regarding Waste Management’s footprint and community impact.

The completion of these two projects in 2022, as well as other on-going activities discussed in our Sustainability Report, will provide substantial advancement, and a more clear and measurable understanding, of our Company’s social and environmental justice commitments. For this reason, we believe the best course of action for 2022 is to continue our work-in-progress to which our people and resources are already dedicated, and to allow this work to inform our next steps. We believe that ~~adoption~~undertaking a civil rights audit in 2022 could disrupt, delay and divert attention and important resources from the goal-setting work that is already underway, as well as hinder the execution of ~~a rigid policy restricting~~ the ~~acceleration~~audit. Additionally, with racial equity audits and civil rights audits being relatively new initiatives, we also believe that it would be beneficial to our future consideration of ~~vesting~~such an undertaking to allow additional companies, and ~~requiring partial forfeiture of named executive officers' equity awards is in~~auditors, to gain experience about the best ~~interests~~methodology, process and scope for such an audit. Accordingly, our Board recommends a vote against this stockholder proposal.

Additionally, through the course of the Company or our stockholders. Such a policy could put the Company at a competitive disadvantage in attracting and retaining key executives, it would disrupt the alignment of interests between our management and our stockholders by discouraging pursuit of any transaction that could result in a change in control, and it would unduly restrict our MD&C Committee from designing and administering appropriate compensation arrangements.

~~Competitive disadvantage in attracting and retaining key executives~~

The proponent's supporting statement asserts that over a third of the largest 200 companies now pro rate, forfeit, or only partially vest performance shares upon a change in control. Waste Management is among those companies, asdirect engagement with the proponent, ~~notes that~~ we ~~only vest performance share units on~~gathered internal ESG leaders to discuss other specific inquiries raised. In response to a~~pro rata~~ ~~basis upon a change in control, and only based on actual performance to date.~~

~~However, a very substantial majority of~~ particular follow-up inquiry from the ~~companies with which we compete for executive talent are not restricted in their ability to attract and retain key executives through~~proponent about the use of ~~change in control equity vesting triggers,~~prison-labor, we were pleased to report, and ~~in fact, routinely provide for accelerated vesting of equity-based awards upon a change in control. As a result, the proposed policy could significantly jeopardize the objective of~~update our ~~compensation program~~internal policies to ~~attract, retain, reward and incentivize exceptional, talented employees who will lead the Company~~reflect, that Waste Management does not use forced labor or prison-labor in the ~~successful execution~~performance of ~~its strategy.~~

~~Additionally, the proposed policy would permit~~~~pro rata~~ ~~vesting of equity-based awards following both a change in control and termination of a named executive officer. Yet, vesting of equity-based awards, even on a~~~~pro rata~~ basis, would not be permitted with respect to named executives that continue employment at the post-change in control successor entity. As noted above, our current award agreements for performance share units provide for accelerated vesting on a~~pro rata~~ basis, based on actual performance achieved, upon a change in control event, as it is likely not to be feasible to carry forward the performance metrics of the outstanding awards to the successor entity. Under the proposed policy, named executives leaving the Company could have more certainty regarding the value of their outstanding performance share units than named executives that remain, who would have to forfeit their awards or rely on the successor entity to grant replacement awards. Such a result is clearly contrary to the retention objective of our compensation program and fails to appreciate the practical realities of change in control scenarios where the successor is a materially different entity.

The proposed policy may also make it particularly difficult for us to retain key executives during the pendency of a potential change in control, which could be disruptive to the transaction. Allowing executives to retain the value of their awards encourages our executives to remain with us through consummation of a merger or similar change in control transaction, reinforcing the retention value of those awards. Accelerated vesting provisions therefore help provide stability and ensure continuity of executive management during the critical stages of a potential change in control transaction.

~~Disruption of alignment between management and our stockholders~~

The Board believes that executives should not be discouraged from pursuing and facilitating change in control transactions when they are in the best interests of stockholders. Putting executives' compensation at risk in the event of a change in control could create a conflict of interest if the Board believed a potential change in control transaction was in the best interests of our stockholders. One of the essential purposes of providing executives with equity-based awards is to align their interests with those of our stockholders. As described in our~~Compensation Discussion and Analysis, a significant percentage of~~

~~Table of Contents~~

~~each named executive officer's compensation opportunity is in the form of equity-based awards, and at~~ any time, our named executives' unvested equity awards represent a significant portion of their total compensation. The proposal would eliminate our ability to provide reasonable assurance to named executives that they can realize the expected value of their equity-based awards and would penalize named executives that consummate a change in control transaction, particularly those that remain with the Company afterwards, with the loss of their incentive compensation.

work.

~~Undue restriction on the MD&C Committee's structuring of executive compensation~~VOTE REQUIRED FOR APPROVAL

Our Board believes that stockholders' interests are best served by recognizing that the MD&C Committee, comprised of six independent, non-management directors, is in the best position to set the terms of executive compensation arrangements. Our stockholders have evidenced their overwhelming support of the MD&C Committee's actions, with at least 96% of shares present and entitled to vote casting votes in favor of our Company's executive compensation at the last eight annual meetings of stockholders. The Board believes that the Company's treatment of equity-based awards upon a change in control, as summarized in our~~Compensation Discussion and Analysis, is already prudent and appropriately balances the interests of all parties, while not granting executives an undeserved windfall.~~

The MD&C Committee should continue to retain the flexibility to design and administer competitive compensation programs that reflect market conditions. Permitting the MD&C Committee to accelerate vesting of equity awards can incentivize management to maximize stockholder value, further aligning the interests of management with our stockholders. Conversely, adopting the rigid policy advanced by the proponent would frustrate the purpose of the MD&C Committee and interfere with the objective of our compensation program. The Board recommends that you vote against this proposal.

~~Vote Required for Approval~~

If this proposal is properly presented at the meeting, approval requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present at the meeting, in person or represented by proxy, and entitled to vote.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.~~

~~OTHER MATTERS~~

OTHER MATTERS

The Company does not intend to bring any other matters before the ~~annual meeting,~~Annual Meeting, nor does the Company have any present knowledge that any other matters will be presented by others for action at the meeting. If any other matters are properly presented, your proxy card authorizes the people named as proxy holders to vote using their judgment.

52 |

2022 Proxy Statement

TABLE OF CONTENTS

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SCAN TO VIEW MATERIALS & VOTE w WASTE MANAGEMENT, INC. 800 CAPITOL STREET SUITE 3000 VOTE BY INTERNET HOUSTON, TX 77002 Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ~~P.M.~~p.m. Eastern Time on May ~~13, 2019.~~9, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~WASTE MANAGEMENT, INC. 1001 FANNIN STREET HOUSTON, TX 77002 ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like~~During The Meeting -Go to ~~reduce~~www.virtualshareholdermeeting.com/WM2022 You may attend the ~~costs incurred by Waste Management, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access stockholder communications electronically~~is printed in ~~future years.~~the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 ~~P.M.~~p.m. Eastern Time on May ~~13, 2019.~~9, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to ~~Waste Management, Inc.,~~Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E65943-P16748 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~D73981-P66484 WASTE MANAGEMENT, INC. The Board of Directors recommends you vote FOR each of the nominees in item ~~1 and FOR proposals 2 and 3:~~1. 1. Election of Directors ~~Nominees:~~ For Against Abstain ~~! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! !~~Nominees: 1a. ~~Frank M. Clark, Jr. 1b.~~ James C. Fish, Jr. !!! 1b. Andrés R. Gluski !!! The Board of Directors recommends you vote FOR For Against Abstain proposals 2 and 3. 1c. Victoria M. Holt 2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for ~~2019.~~ 2022. !!! !!! ~~! ! ! ! 1c. Andrés R. Gluski~~ 1d. ~~Patrick W. Gross~~Kathleen M. Mazzarella 3. ~~Approval of~~Non-binding, advisory proposal to approve our executive compensation. !!! !!! 1e. ~~Victoria M. Holt~~Sean E. Menke !!! The Board of Directors recommends you vote AGAINST For Against Abstain proposal ~~4: ! !~~ 4. 1f. William B. Plummer !!! 4. ~~Stockholder~~A stockholder proposal regarding a ~~policy restricting accelerated vesting of equity awards upon a change in control,~~civil rights audit, if !!! properly presented at the meeting. ~~1f. Kathleen M. Mazzarella~~ 1g. John C. Pope !!! NOTE: In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1h. Maryrose T. Sylvester !!! 1i. Thomas H. Weidemeyer ! ~~For address changes and/or comments, please check this box and write them on the back where indicated. ! Yes ! No Please indicate if you plan to attend this meeting.~~!! The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR each of the nominees in item 1, FOR proposals 2 and 3 and AGAINST proposal 4. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion. ~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date~~

TABLE OF CONTENTS

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Proxy Statement and Annual Report on Form 10-K for the year ended December 31, ~~2018~~2021 are available on the "Investors" webpage at www.wm.com. ~~E65944-P16748~~D73982-P66484 WASTE MANAGEMENT, INC. Annual Meeting of Stockholders ~~- May 14, 2019 at 11:00 A.M.~~ THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder(s) of Waste Management, Inc., a Delaware corporation, hereby acknowledge(s) receipt of the Proxy Statement dated March ~~27, 2019,~~29, 2022, and hereby appoint(s) James C. Fish, Jr. and Charles C. Boettcher, Sr., and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Waste Management, Inc., to be held May ~~14, 2019,~~10, 2022, at 11:00 A.M., Central Time ~~at The Maury Myers Conference Center, Waste Management, Inc., 1021 Main Street, Houston, Texas 77002,~~ and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on all matters set forth on the reverse side. Attention participants in 401(k) plans: If you have an interest in the Common Stock of Waste Management, Inc. through participation in the Waste Management Retirement Savings Plan, you may confidentially instruct the Trustee(s) of the plan on how to vote the shares representing your

proportionate interest in such plan's assets. The Trustee(s) shall vote shares in accordance with any instructions received. Any shares for which the Trustee(s) has/have not received timely voting instructions shall be voted by the Trustee(s), pursuant to the direction of the State Street Bank and Trust Company, as Investment Manager for the Common Stock held through the plan. The voting deadline for 401(k) plan participants is 11:59 P.M. Eastern Time on May ~~12, 2019. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Address Changes/Comments:~~

8, 2022.


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		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, 2021 are available on the “Investors” website at www.wm.com.
					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 9, 2022.
					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			Enroll in Electronic Delivery Today. Help us save paper, time and money! If you are a beneficial owner, visit http://www.proxyvote.com or follow the instructions on the Notice, proxy card or voting instructions. All stockholders may also enroll at https://enroll.icsdelivery.com/wmi.
	March 29, 2022	~~COURTNEY A. TIPPY~~ ~~Corporate Secretary~~

	Page
Our Compensation Philosophy for Named Executive Officers		2926
Overview of Elements of Our ~~2018~~2021 Compensation Program		3027
How Named Executive Officer Compensation Decisions are Made		3128
Named ~~Executives' 2018~~Executives’ 2021 Compensation Program and Results		3632
Post-Employment and Change in Control Compensation; Clawback Policies		4136
Other Compensation Policies and Practices		4237
Executive Compensation Tables		4439
Summary Compensation Table		4439
Grant of Plan-Based Awards in ~~2018~~ 2021		4641
Outstanding Equity Awards as of December 31, ~~2018~~ 2021		4742
Option Exercises and Stock Vested		4843
Nonqualified Deferred Compensation in ~~2018~~ 2021		4944
Potential Payments Upon Termination or Change in Control		5045
Potential Consideration Upon Termination of Employment		47
Chief Executive Officer Pay Ratio		5348
Equity Compensation Plan Table		5448
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Item 2 on the Proxy Card)	55	49
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Item 3 on the Proxy Card)		5650
STOCKHOLDER PROPOSAL (Item 4 on the Proxy Card)		5851
OTHER MATTERS	60	52


~~Filed by the Registrant~~ ý		~~Filed by a Party other than the Registrant~~ o


	Page
~~GENERAL INFORMATION~~	1
GENERAL INFORMATION		1
BOARD OF DIRECTORS		54
Nominees for Director ~~Leadership Structure~~		54
Leadership Structure		4
Independence of Board Members		5
Meetings and Board Committees		5
Role in Risk Oversight		5
~~Independence~~Oversight of ~~Board Members~~ ESG Risk and Performance		6
Audit Committee ~~Meetings and Board Committees~~		78
~~Audit Committee~~	7
Audit Committee Report		9
Management Development and Compensation Committee		10
Compensation Committee Report		1110
Compensation Committee Interlocks and Insider Participation		11
Nominating and Governance Committee		11
Related Party Transactions		12
Board of Directors Governing Documents		13
Non-Employee Director Compensation		1413
ELECTION OF DIRECTORS (Item 1 on the Proxy Card)		1615
DIRECTOR AND OFFICER STOCK OWNERSHIP		2120
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		2321
DELINQUENT SECTION 16(A) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~ REPORTS		2321
EXECUTIVE OFFICERS		2422
EXECUTIVE COMPENSATION		2623
Compensation Discussion and Analysis		2623
Introduction ~~Executive Summary~~		2623
Executive Summary		23
2021 Pay-For Performance		24
Consideration of Stockholder Advisory Vote		26
2022 Compensation Program Preview		26

Item	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 2022	FOR
3	Approve the Company’s Executive Compensation	FOR
4	Stockholder Proposal Regarding a Civil Rights Audit	AGAINST


~~Record Date~~		~~March 19, 2019.~~
~~Quorum~~		~~A majority of shares outstanding on the record date must be present in person or by proxy.~~
~~Shares Outstanding~~		~~There were 424,681,723 shares of our Common Stock outstanding and entitled to vote as of March 19, 2019.~~
~~Voting by Proxy~~		~~Internet, phone, or mail.~~
~~Voting at the Meeting~~		Stockholders can vote in person during the meeting. Stockholders of record will be on a list held by the inspector of elections. Beneficial holders must obtain a proxy from their brokerage firm, bank, or other stockholder of record and present it to the inspector of elections with their ballot. Voting in person by a stockholder will replace any previous votes submitted by proxy.
~~Changing Your Vote~~		Stockholders of record may revoke their proxy at any time before we vote it at the meeting by submitting a later-dated proxy via the Internet, by telephone, by mail, by delivering instructions to our Corporate Secretary before the annual meeting revoking the proxy or by voting in person at the annual meeting. If you hold shares through a bank or brokerage firm, you may revoke any prior voting instructions by contacting that firm.


~~Votes Required to Adopt Proposals~~		Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the eight director nominees and one vote on each other matter. To be elected, a director must receive a majority of the votes cast with respect to that director at the meeting. This means that the number of shares voted "for" a director must exceed 50% of the votes cast with respect to that director. Each of the other proposals requires the favorable vote of a majority of the shares present, either by proxy or in person, and entitled to vote.
~~Effect of Abstentions and Broker Non-Votes~~		~~Abstentions will have no effect on the election of directors. For each of the other proposals, abstentions will have the same effect as a vote~~*~~against~~* ~~these matters because they are considered present and entitled to vote.~~
		If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. For the proposal to ratify selection of the Company's independent registered public accounting firm, the broker may vote your shares at its discretion. But for all other proposals in this Proxy Statement, including the election of directors, the advisory vote on executive compensation and the stockholder proposal, the broker cannot vote your shares at all. When that happens, it is called a "broker non-vote." Broker non-votes are counted in determining the presence of a quorum at the meeting, but they are not counted for purposes of calculating the shares present and entitled to vote on particular proposals at the meeting.
~~Voting Instructions~~		You may receive more than one proxy card depending on how you hold your shares. If you hold shares through a broker, your ability to vote by phone or over the Internet depends on your broker's voting process. You should complete and return each proxy or other voting instruction request provided to you.
		If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit your proxy but do not give voting instructions, we will vote your shares as follows:
		• ~~FOR~~ ~~our director nominees;~~
		• ~~FOR~~ ~~the ratification of the independent registered public accounting firm;~~
		• ~~FOR~~ ~~approval of our executive compensation; and~~
		• ~~AGAINST~~ ~~the stockholder proposal regarding a policy restricting accelerated vesting of equity awards upon a change in control.~~
		~~If you give us your proxy, any other matters that may properly come before the meeting will be voted at the discretion of the proxy holders.~~


~~Attending in Person~~		Only stockholders, their proxy holders and our invited guests may attend the meeting. If you plan to attend, please bring identification and, if you hold shares in street name, bring your bank or broker statement showing your beneficial ownership of Waste Management, Inc. stock in order to be admitted to the meeting. If you are planning to attend our annual meeting and require directions to the meeting, please contact our Corporate Secretary at 713-512-6200.
		~~The only items on the agenda for this year's annual meeting are the items set out in the Notice. There will be no presentations.~~
~~Stockholder Proposals and Nominees for the 2019 Annual Meeting~~		Eligible stockholders who wish to submit a proposal for inclusion in the proxy statement for our 2020 Annual Meeting should notify our Corporate Secretary at Waste Management, Inc., 1001 Fannin Street, Houston, Texas 77002. The written proposal must be received at our offices on or before November 28, 2019, and the stockholder must have been the registered or beneficial owner of (a) at least 1% of our outstanding Common Stock or (b) shares of our Common Stock with a market value of $2,000 for at least one year before submitting the proposal. The proposal must comply with the requirements set forth in the federal securities laws, including Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to be included in the Company's proxy statement and proxy card for the 2020 Annual Meeting.
		In addition, the Company's By-laws establish an advance notice procedure with regard to certain matters to be brought before an annual meeting of stockholders, including stockholder proposals that are not included in the Company's proxy materials and nominations of persons for election as directors. In accordance with our By-laws, for a proposal or nominee not included in our proxy materials to be properly brought before the 2020 Annual Meeting, a stockholder's notice must be delivered to or mailed and received by the Company not less than 120 days nor more than 150 days in advance of the first anniversary of the 2019 Annual Meeting. As a result, any such stockholder's notice for the 2020 Annual Meeting shall be received no earlier than December 16, 2019 and no later than January 15, 2020 and must contain certain information specified in the Company's By-laws. The stockholder's notice should be delivered to our Corporate Secretary at Waste Management, Inc., 1001 Fannin Street, Houston, Texas 77002. A copy of our By-laws may be obtained free of charge by writing to our Corporate Secretary and is available in the "ESG — Corporate Governance" section of the "Investor Relations" page on our website at~~www.wm.com~~.


~~Expenses of Solicitation~~		We pay the cost of preparing, assembling and mailing this proxy-soliciting material. In addition to the use of the mail, proxies may be solicited personally, by Internet or telephone, or by Waste Management officers and employees without additional compensation. We pay all costs of solicitation, including certain expenses of brokers and nominees who mail proxy materials to their customers or principals. Also, Innisfree M&A Incorporated has been hired to help in the solicitation of proxies for the 2019 Annual Meeting for a fee of $15,000 plus associated costs and expenses.
~~Annual Report~~		A copy of our Annual Report on Form 10-K for the year ended December 31, 2018, which includes our financial statements for fiscal year 2018, is included with this Proxy Statement. The Annual Report on Form 10-K is not incorporated by reference into this Proxy Statement or deemed to be a part of the materials for the solicitation of proxies.
~~Householding Information~~		We have adopted a procedure approved by the SEC called "householding." Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Proxy Statement and Annual Report unless we are notified that one or more of these individuals wishes to receive separate copies. This procedure helps reduce our printing costs and postage fees.
		If you wish to receive a separate copy of this Proxy Statement and the Annual Report, please contact: Waste Management, Inc., Corporate Secretary, 1001 Fannin Street, Houston, Texas 77002, telephone 713-512-6200.
		If you do not wish to participate in householding in the future and prefer to receive separate copies of the proxy materials, please contact: Broadridge Financial Solutions, Attention Householding Department, 51 Mercedes Way, Edgewood, NY 11717, telephone 1-866-540-7095. If you are currently receiving multiple copies of proxy materials and wish to receive only one copy for your household, please contact Broadridge.