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Executive Compensation Highlights
Components of Our Executive Compensation Program
The Management DevelopmentTalent & Compensation Committee (the “Compensation Committee”) is committed to a performance-based executive compensation program that enables us to attract, retain and motivate our leadership team in a way that drivesto drive financial success and sustained shareholder value creation. The core compensation elements for the executive officers listed in the Summary Compensation Table (referred to as “named executive officers” or “NEOs”) are:
annual cash incentive based on target; and
long-term incentive (“LTI”) awards based on pre-determined targets, which are delivered in performance shares (“PSUs”) and restricted stock units (“RSUs”).
Our annual incentive metrics are designed to encourage profitable growth and are widely accepted by the investment community as important performance metrics, while our LTI metrics are designed to grow our business with an emphasis on cash flow while maximizing investment returns and aligning interests between our executives and shareholders. Together, these metrics provide the appropriate balance in target total direct compensation (“Target TDC”) to drive financial and operational performance that will build long-termlong-term value for our shareholders.
(1) CEO data is based on Mr. Vander Ark’s Target TDC following his promotion to President and CEO on June 25, 2021.
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PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX |
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14 | Republic Services, Inc. 2021 Proxy Statement
Executive Compensation Link to Strategy
Our compensation program is focused on achieving key financial results that support shareholder value creation. We maintain rigorous performance goals on a bottom-up basis, reflecting management initiatives, such as profitable revenue growth, controllable operating expenses, capital investment and M&A, and the impact of anticipated external factors, such as the macroeconomic environment, CPIConsumer Price Index (“CPI”) impact on pricing, commodity pricing and regulatory changes. Progress towards our sustainability goals areis included within each of our management initiatives and therefore are directly linked to our executive compensation. For example, one of our sustainability goals is to reduce our OSHA total recordable incident rate to 2.0 or less by 2030. The reduced safety expense related to achieving this goal is reflected in our three-year plan. Similarly, our regenerative landfills goal is to increase biogas sent to beneficial reuse by 50% by 2030. The incremental profit associated with additional landfill-gas-to-energy projects is also embedded in our three-year plan. To align management incentives, our metrics and performance targets focus on factors that management can impact, rather than external factors that are outside of management’s control or ability to mitigate.
Our Talent & Compensation Committee has approved changes to our executive compensation program to further align compensation with our ESG-related strategic priorities. After several years of consideration, our Talent & Compensation Committee has approved a change to the annual incentives for senior executives including our NEOs, whereby the Committee may adjust such annual incentives up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals.
Compensation Governance Highlights
We have established a number of compensation best practices that help ensure our compensation program remains aligned with shareholder interests. Key features of these practices are noted below:
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| |  | | Pay-for-Performance Incentive Structures | 
| | | | | Active Management of Dilution from Equity Plans |
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| |  | | Stock Ownership Guidelines for Senior Management | 
| | | | | No Dividends on Unearned PSUs |
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| | | | Stock Ownership Guidelines for Directors | 
| | | | | Limited Perquisites |
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| | | | Independent Compensation Consultant | 
| | | | | No Excise Tax Gross-Ups |
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| Robust Clawback Policy (updated in 2022) | 
| | | | | No Hedging, Pledging or Short Sales |
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| | | | Double Trigger Change in Control Provisions | 
| | | | | Annual Risk Assessment of Compensation Program |
We encourage you to read the entire Proxy Statement for additional information prior to voting your shares.
| Republic Services, Inc. 2022 Proxy Statement | | | 13 |
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BOARD AND GOVERNANCE
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 PROXY SUMMARY |
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| PROPOSALS | | MEETING INFORMATION | Republic Services, Inc. 2021 Proxy Statement | 15 |
ANNEX
 BOARD AND GOVERNANCE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCEBoard of Directors and Corporate Governance
Republic’s Board of Directors Republic’s Board currently consists of 12 directors; however, Donald W. Slager gave notice of his intent to retire from the Company and will not be standing for re-election at the Annual Meeting. Mr. Slager has been with the Company for 35 years and has served on the Board for the last 11 years. Mr. Slager has been an esteemed leader and member of the Board and we humbly appreciate his many years of service. Since Mr. Slager is not standing for re-election, the Board has adopted a resolution reducing the size of the Board to 11 directors effective upon the Annual Meeting date. The Board intends to expand the size of the Board to 12 and appoint Mr. Vander Ark to the Board effective July 1, 2021. directors. The Board’s Nominating & Corporate Governance Committee (the “Governance Committee”) evaluated our director nominees in accordance with the Governance Committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. We believe that each of our director nominees is highly qualified and collectively, they represent the bestan ideal mix of experience, wisdom, integrity, and ability to advance Republic’s strategy and serve the interests of all our stakeholders. 
Independence independent insiders Tenure <4years 5-10years >10years Age Mix 46-55 56-65 66+ Ethnic Diversity Ethnically diverse Non-ethnically diverse Gender Diversity Men Women Skills distribution Executive (Active or retired chair, CEO or COO) Accounting Strategy Finance/Investments Marking sales Technology/Cyber Security Operations/Logistics HR/Talent ESG NO OF DIRECTORS 0 1 2 3 5 6 7 8 9 10 11 12 8 77 4 6 4 78 4 8 
Tomago Collins Michael A. Duffy Thomas W. Handley Manuel Kadre Jennifer M. Kirk Michael Larson Kim S. Pegula Donald W. Slager James P. Snee Sandra M. Volpe Katharine Weymouth
* | Mr. Brian S. Tyler is not pictured as he did not join our Board until April 1, 2021.
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| | Our 1112 director nominees are each highly engaged and skilled professionals who recognize that strong corporate governance contributes to long-term shareholder value. |
18 | Republic Services, Inc. 2021 Proxy Statement
Biographical Information Regarding Director Nominees
16 | | | Republic Services, Inc. 2022 Proxy Statement | |
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Biographical Information Regarding Director Nominees
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| Manuel Kadre Chairman of the Board sinceCHAIRMAN OF THE BOARD SINCE 2017;
2017; Director since JuneDIRECTOR SINCE JUNE 2014
| Committees: None |
| RELEVANT SKILLS AND QUALIFICATIONS • Chief Executive and Management experience gained as Chief Executive Officer of Gold Coast Caribbean Importers and MBB Auto, LLC
• Financial and Strategy experiencefrom his leadership roles in acquiring and managing several businesses as well as running successful businesses that are focused on positioning well-known brands in highly regulated markets
| CAREER
HIGHLIGHTS MBB Auto, LLC, 2012 – Present Chief Executive Officer Gold Coast Caribbean Importers, 2005 – 2014 Chief Executive Officer CC1 Companies, 1995 – 2009 President, Vice President, General Counsel and Secretary | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) Bright Health Group, Inc., 2021 – Present (Lead Independent Director, Chair of the Nominating and Corporate Governance Committee, Member of the Audit Committee and the Compensation and Human Capital Committee) Mednax, Inc., 2007 – Present (Lead Independent Director, Member of the Compensation Committee, Strategy Committee, and Chair of the Nominating and Corporate Governance Committee) The Home Depot, Inc., 2018 – Present (Member of the Audit Committee and the Finance Committee) | ADDITIONAL EXPERIENCE
AND SERVICE Board of Trustees, University of Miami Board of Directors, University of Miami Health System |
CAREER HIGHLIGHTS
MBB Auto, LLC, 2012 – Present
Chief Executive Officer
Gold Coast Caribbean Importers, 2005 – 2014
Chief Executive Officer
CC1 Companies, 1995 – 2009
President, Vice President, General Counsel and Secretary
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
Mednax, Inc., 2007 – Present (Lead Independent Director, Member of the Compensation Committee, Strategy Committee, and Chair of the Nominating and Corporate Governance Committee)
The Home Depot, Inc., 2018 – Present (Member of the Audit Committee and the Finance Committee)
ADDITIONAL EXPERIENCE AND SERVICE
Board of Trustees, University of Miami
Board of Directors, University of Miami Health System
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| Tomago Collins Director since August 2013;DIRECTOR SINCE AUG. 2013
| COMMITTEES: Committees:Sustainability &
Corporate Responsibility (Chair), Audit |
| RELEVANT SKILLS AND QUALIFICATIONS • Communications and Public Affairs experience gained as the strategic public affairs and communications executive for all Kroenke Sports & Entertainment-owned sports, entertainment, media, real estate, ranch, and vineyard products, including Arsenal Football Club, Los Angeles Rams, Denver Nuggets, Altitude Sports & Entertainment network, and Ball Arena
• Strategy and M&A experience gained from his role with Kroenke, where Mr. Collins works closely with senior management on business development, mergers and acquisitions, and strategic planning
| CAREER
HIGHLIGHTS Kroenke Sports & Entertainment, 2003–Present Executive Vice President, Communications and Business Development The (Louisville) Courier-Journal and CNN International, Journalist | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) AutoNation, Inc., 2014–2019 Clear Secure, Inc., 2021–Present (Member of the Audit Committee and the Nominating and Corporate Governance Committee) Arctos Northstar Acquisition Corp., 2021–Present (Chair of the Compensation Committee and Member of the Audit Committee) Williams Rowland Acquisition Corp., 2021–Present | ADDITIONAL EXPERIENCE
AND SERVICE Director, Global Down Syndrome Foundation Director, Four Seasons Hotels and Resorts |
| Republic Services, Inc. 2022 Proxy Statement | | | 17 |
CAREER HIGHLIGHTS
Kroenke Sports & Entertainment, 2003 – Present
Executive Vice President, Communications and Business Development
The (Louisville) Courier-Journal and CNN International
Journalist
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
AutoNation, Inc., 2014 – 2019
ADDITIONAL EXPERIENCE AND SERVICE
Director, Global Down Syndrome Foundation
Director, Four Seasons Hotels and Resorts
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| BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | | PROPOSALS | | MEETING INFORMATION | Republic Services, Inc. 2021 Proxy Statement | 19 |
ANNEX
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| Michael A. Duffy Director since July 2020;DIRECTOR SINCE JULY 2020
| COMMITTEES: Committees:Audit,
Sustainability & Corporate Responsibility |
| RELEVANT SKILLS AND QUALIFICATIONS • Leadership, Management, and Chief Executiveexperiencegained as the current Chief Executive Officer of FleetPride, Inc. and former Chief Executive Officer of C&S Wholesale Grocers, Inc.
• Operations and Supply Chain experiencefrom his roles managing the supply chains of Cardinal Health, Inc. and The Procter & Gamble Company
| CAREER HIGHLIGHTS FleetPride, Inc., 2021–Present Chief Executive Officer C&S Wholesale Grocers, Inc., 2017–2020 Chief Executive Officer Cardinal Health, Inc., 2006–2017 President, Hospital Solutions and Global Supply Chain President, Medical Products Various executive positions with increasing responsibility The Procter & Gamble Company, 2005–2006 Vice President, Global Supply Chain Gillette Company, 2001-2005 (Acquired by P&G in 2005) Vice President, North America Value Chain New York Consulting Partners, 1997–1999, 2000–2001 Partner | ADDITIONAL EXPERIENCE
AND SERVICE Former Board Member, Food Marketing Institute Former Board Member, Retail Industry Leaders Association Former Board Member, C&S Wholesale Grocers Former Board Member, Columbus Metropolitan Library System Former Board Member, Council for Supply Chain Management Professionals |
CAREER HIGHLIGHTS
FleetPride, Inc., 2021 – Present
Chief Executive Officer
C&S Wholesale Grocers, Inc., 2017 – 2020
Chief Executive Officer
Cardinal Health, Inc., 2006 – 2017
President, Hospital Solutions & Global Supply Chain
President, Medical Products
Various executive positions with increasing responsibility
The Procter & Gamble Company, 2005 – 2006
Vice President, Global Supply Chain
Gillette Company, 2001 – 2005 (acquired by The Procter & Gamble Company in 2005)
Vice President, North America Value Chain
New York Consulting Partners, 1997 – 1999, 2000 – 2001
Partner
ADDITIONAL EXPERIENCE AND SERVICE
Former Board Member, Food Marketing Institute
Former Board Member, Retail Industry Leaders Association
Former Board Member, C&S Wholesale Grocers
Former Board Member, Columbus Metropolitan Library System
Former Board Member, Council for Supply Chain Management Professionals
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| Thomas W. Handley Director since July 2016;DIRECTOR SINCE JULY 2016
| Committees: Committees: Management
DevelopmentTalent & Compensation
(Chair), Nominating & Corporate Governance |
| RELEVANT SKILLS AND QUALIFICATIONS • Operations and Management experience gained as the Chief Operating Officer for the investment operations of William H. Gates III, responsible for Mr. Gates’ non-Microsoft investments as well as the investments of the Bill & Melinda Gates Foundation Trust, and from his former role as the President and Chief Operating Officer of Ecolab Inc.
• Strategy and Marketing experience from his extensive history with The Procter & Gamble Company, which focused on marketing and strategic planning for a global business unit
| CAREER
HIGHLIGHTS William H. Gates III, 2019 – Present Chief Operating Officer for the investment operations for non-Microsoft investments and investments of the Bill & Melinda Gates Foundation Trust Ecolab Inc., 2003 – 2019 Special Advisor to the CEO responsible for the spin-off of Ecolab’s upstream energy business President and Chief Operating Officer Various executive positions with increasing responsibility The Procter & Gamble Company, 1981 – 2003 Vice President, Global Planning, Marketing and Always Global Franchise Various positions in general and brand management both in the United States and internationally | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) HB Fuller Company, 2010 – Present (Member of the Corporate Governance and Nominating Committee and Chair of the Audit Committee) |
CAREER HIGHLIGHTS
ADDITIONAL EXPERIENCE
AND SERVICE William H. Gates III, 2019 – Present
Chief Operating Officer
Includes management of investment operations for personal assets and for the Bill & Melinda Gates Foundation Trust
Ecolab Inc., 2003 – 2019
Special Advisor to the CEO responsible for the spin-off of Ecolab’s upstream energy business, April 2019 – August 2019
President and Chief Operating Officer, 2012 – 2019
Various executive positions with increasing responsibility
The Procter & Gamble Company, 1981 – 2003
Vice President, Global Planning, Marketing and Always Global Franchise
Various positions in general and brand management both in the United States and internationally
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
HB Fuller Company, 2010 – Present (Member of the Compensation Committee and the Audit Committee)
ADDITIONAL EXPERIENCE AND SERVICE
| • | | Board Member, 5th Avenue TheaterTheatre AssociationFormer Director and Member, National Association of Manufacturers Executive Board (organization’s governing board) Former Board Member and Former Chair, Ordway Center for Performing Arts |
Former Director and Member, National Association of Manufacturers Executive Board (organization’s governing board)
Former Board Member and Former Chair, Ordway Center for Performing Arts
20 | Republic Services, Inc. 2021 Proxy Statement
18 | | | Republic Services, Inc. 2022 Proxy Statement | |
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| Jennifer M. Kirk Director since July 2016;DIRECTOR SINCE JULY 2016
| Committees: Committees:Audit (Chair),
Nominating & Corporate Governance |
| RELEVANT SKILLS AND QUALIFICATIONS • Accounting and Financial experience gained from over 25 years in finance, accounting and compliance, including her current position as Senior Vice President, Global Controller and Chief Accounting Officer at Medtronic
• Leadership and Management experience gained from leading global business operations financial support and finance business processes
| CAREER
HIGHLIGHTS Medtronic PLC, 2021 – Present Senior Vice President, Global Controller and Chief Accounting Officer Occidental Petroleum Corporation, 1999 – 2020 Senior Vice President, Integration and Value Capture Vice President, Controller and Chief Accounting Officer Various operational and HQ positions with increasing responsibility Arthur Andersen LLP, 1996 – 1999 Responsibilities encompassed all areas of financial statement audits including planning, supervision and financial statement reporting at both a staff and senior level | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) Western Midstream Partners, LP, 2019 – 2020 | ADDITIONAL EXPERIENCE
AND SERVICE Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants Former Director, Boys and Girls Club of Greater Houston Former Director, Women’s Chamber of Commerce Houston Volunteer, Juvenile Diabetes Research Foundation |
CAREER HIGHLIGHTS
Medtronic PLC, 2021 – Present
Senior Vice President, Global Controller and Chief Accounting Officer
Occidental Petroleum Corporation, 1999 – 2020
Senior Vice President, Integration and Value Capture
Vice President, Controller and Chief Accounting Officer
Controller, Oil and Gas Division
Various operational and HQ positions with increasing responsibility
Arthur Andersen LLP, 1996 – 1999
Responsibilities encompassed all areas of financial statement audits including planning, supervision and financial statement reporting at both a staff and senior level
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
Western Midstream Partners, LP, 2019 – 2020
ADDITIONAL EXPERIENCE AND SERVICE
Director, Boys and Girls Club of Greater Houston, 2017 – 2020
Director, Women’s Chamber of Commerce Houston,
2017 – 2020
Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants
Volunteer, Juvenile Diabetes Research Foundation
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| Michael Larson Director since October 2009;DIRECTOR SINCE OCTOBER 2009
| Committees: Committees:Nominating &
Corporate Governance (Chair), Management Development Finance, Talent &
Compensation |
| RELEVANT SKILLS AND QUALIFICATIONS • Financial experience gained as Chief Investment Officer to William H. Gates III, responsible for Mr. Gates’ non-Microsoft investments as well as the investments of the Bill & Melinda Gates Foundation Trust
• Investment and Leadership experience gained from over 40 years of making investments and acquiring a broad understanding of the capital markets, business cycles, capital investment and allocation and an appreciation of the interests of long-term shareholders (including the perspective of our largest shareholder, Mr. Gates’ Cascade Investment, L.L.C.)
| CAREER
HIGHLIGHTS William H. Gates III, 1994 – Present Chief Investment Officer responsible for investment management for non-Microsoft investments and investments of the Bill & Melinda Gates Foundation Trust Additional Experience, Prior to 1994 Harris Investment Management Putnam Investments ARCO | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) Ecolab Inc., 2012 – Present (Chair of the Finance Committee and Member of the Safety, Health and Environment Committee) Fomento Económico Mexicano, S.A.B.de C.V., 2011 – Present AutoNation, Inc., 2010 – 2018 | ADDITIONAL EXPERIENCE
AND SERVICE Member of the Western Asset Funds Board of Directors, Member of the Audit, Governance and Nominating, Executive and Contracts, and Investment and Performance Committees |
| Republic Services, Inc. 2022 Proxy Statement | | | 19 |
CAREER HIGHLIGHTS
William H. Gates III, 1994 – Present
Chief Investment Officer
Includes investment management for personal assets and for the Bill & Melinda Gates Foundation Trust
Additional Experience, Prior to 1994
Harris Investment Management
Putnam Investments
ARCO
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
Ecolab Inc., 2012 – Present (Chair of the Finance Committee and Member of the Safety, Health and Environment Committee)
Fomento Económico Mexicano, S.A.B.de C.V.,
2011 – Present
AutoNation, Inc., 2010 – 2018
ADDITIONAL EXPERIENCE AND SERVICE
Member of the Western Asset Funds Board of Directors, which oversees a number of closed-end funds and mutual funds within the Western Asset Management fund complex
Member of the Audit, Governance and Nominating, Executive and Contracts, and Investment and Performance Committees
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| BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | | PROPOSALS | | MEETING INFORMATION | Republic Services, Inc. 2021 Proxy Statement | 21 |
| ANNEX
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| Kim S. Pegula Director since July 2017;DIRECTOR SINCE JULY 2017
| Committees: Management Development & Compensation,
Sustainability & Corporate Responsibility, Talent & Compensation Responsibility
|
| RELEVANT SKILLS AND QUALIFICATIONS • Leadership, Management, and Chief Executive experience gained as President and Chief Executive Officer of Pegula Sports & Entertainment, a multifaceted management company that oversees the business operations of a variety of professional sports, entertainment, real estate, financial and hospitality entities
• Marketing and Strategy experience in creating, developing and operating successful brands and sports franchises
| CAREER
HIGHLIGHTS NHL Buffalo Sabres, 2011 – Present Owner, President NFL Buffalo Bills, 2014 – Present Owner, President Pegula Sports & Entertainment, 2014 – Present President, Chief Executive Officer and Owner East Management Services and East Asset Management, 2010 – Present Chief Operating Officer East Resources, Inc. (Sold to Royal Dutch Shell in 2010) Communications and Investor Relations Director, Officer | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) East Resources Acquisition Company, 2020 – Present | ADDITIONAL EXPERIENCE
AND SERVICE National Football League, Business Ventures Committee, NFL Fan Engagement, Major Events Advisory Committee, NFL Foundation Committee, Workplace Diversity Committee National Hockey League, Board of Governors, Hockey Hall of Fame and Museum Board, Co-chair of the NHL Diversity and Inclusion Council |
CAREER HIGHLIGHTS
NHL Buffalo Sabres, 2011 – Present
Owner, 2011 – Present
President, 2017 – Present
NFL Buffalo Bills, 2014 – Present
Owner, 2014 – Present
President, 2017 – Present
Pegula Sports & Entertainment, 2014 – Present
President, Chief Executive Officer and Owner
East Management Services and East Asset Management, 2010 – Present
Chief Operating Officer
East Resources, Inc. (Sold to Royal Dutch Shell in 2010)
Communications and Investor Relations Director,
1991 – 2010
Officer, 2000 – 2010
OTHER PUBLIC COMPANY DIRECTORSHIPS
East Resources Acquisition Company, 2020 – Present
ADDITIONAL EXPERIENCE AND SERVICE
National Football League
Business Ventures Committee, 2017 – Present
NFL Fan Engagement, Major Events Advisory Committee, 2015 – Present
NFL Foundation Committee, 2015 – Present
Workplace Diversity Committee, 2019 – Present
National Hockey League
Board of Governors, 2011 - Present
Hockey Hall of Fame and Museum Board, 2018 - Present
Co-chair of the NHL Diversity and Inclusion Council,
2020 – Present
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| James P. Snee Director since July 2018;DIRECTOR SINCE JULY 2018
| Committees: Committees: Management
DevelopmentFinance (Chair), Nominating & Corporate Governance, Talent & Compensation
Nominating & Corporate
Governance
|
| RELEVANT SKILLS AND QUALIFICATIONS • Leadership, Management, and Chief Executiveexperience gained as Chairman and Chief Executive Officer of Hormel Foods Corporation, a publicly traded international Fortune 500 company
• Strategy and Operations experience gained from senior operational roles at Hormel Foods Corporation, including as Chief Operating Officer from 2015 to 2016
| CAREER
HIGHLIGHTS Hormel Foods Corporation, 1989 – Present Chairman, President and Chief Executive Officer President and Chief Operating Officer Group Vice President and President, Hormel Foods International Corporation Vice President and Senior Vice President, Hormel Foods International Corporation Vice President, Affiliated Business Units | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) Hormel Foods Corporation, 2015 – Present (Chairman of the Board) | ADDITIONAL EXPERIENCE
AND SERVICE Board and Executive Committee Member, Grocery Manufacturers Association Executive Board Member, North American Meat Institute Board Member, The Hormel Foundation |
20 | | | Republic Services, Inc. 2022 Proxy Statement | |
CAREER HIGHLIGHTS
Hormel Foods Corporation, 1989 – Present
Chairman, President and Chief Executive Officer
President and Chief Operating Officer
Group Vice President and President, Hormel Foods International Corporation
Vice President and Senior Vice President, Hormel Foods International Corporation
Vice President, Affiliated Business Units
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
Hormel Foods Corporation, 2015 – Present (Chairman of the Board)
ADDITIONAL EXPERIENCE AND SERVICE
Board and Executive Committee Member, Grocery Manufacturers Association
Executive Board Member, North American Meat Institute
Board Member, The Hormel Foundation
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22 | Republic Services, Inc. 2021 Proxy Statement
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| Brian S. Tyler Director since April 2021;DIRECTOR SINCE APRIL 2021
| Committees: Committees:Audit,
Finance, Sustainability & Corporate Responsibility |
| | | RELEVANT SKILLS AND QUALIFICATIONS • Leadership, Management, and Chief Executiveexperience gained as Chief Executive Officer of McKesson Corporation, a publicly traded $230 billion healthcare distribution and services firm
• Strategy and Operations experience gained from twenty-fourtwenty-five years at McKesson, serving in a variety of leadership roles across its global footprint
| CAREER
HIGHLIGHTS McKesson Corporation, 1997 – Present Chief Executive Officer, President and Chief Operating Officer Chairman, McKesson Europe AG President and Chief Operating Officer, McKesson Europe AG President, North America Pharmaceutical Distribution & Services Various executive positions with increasing responsibility | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) McKesson Corporation, 2019 – Present | ADDITIONAL EXPERIENCE
AND SERVICE Board member, International Federation of Pharmaceutical Wholesalers (IFPW) Board member, IFPW Foundation |
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| Jon Vander Ark DIRECTOR SINCE JULY 2021 | Committees: None | RELEVANT SKILLS AND QUALIFICATIONS Industry, Leadership and Operations experience gained as an officer of Republic for the last nine years, responsible for driving performance and profitable, organic growth Strategy, Sales and Marketing experience gained from leading Republic’s brand management, marketing and sales capabilities and consulting for leading companies on strategy, organization, operations, and marketing and sales topics | CAREER
HIGHLIGHTS Republic Services, Inc., 2013 – Present President and Chief Executive Officer President Executive Vice President, Chief Operating Officer Executive Vice President, Operations Executive Vice President, Chief Marketing Officer McKinsey & Company, 2000 – 2012 Partner Associate Principal Manager | ADDITIONAL EXPERIENCE
AND SERVICE Board member, Chances for Children |
CAREER HIGHLIGHTS
McKesson Corporation, 1997 – Present
Chief Executive Officer
President and Chief Operating Officer
Chairman, McKesson Europe AG
President and Chief Operating Officer, McKesson Europe AG
President, North America Pharmaceutical Distribution & Services
Various executive positions with increasing responsibility | Republic Services, Inc. 2022 Proxy Statement | | | 21 |
OTHER PUBLIC COMPANY DIRECTORSHIPS
McKesson Corporation, 2019 – Present
Patterson Companies, Inc., 2009 – 2012
VistaCare, Inc., 2006 – 2008
ADDITIONAL EXPERIENCE AND SERVICE
Board member, International Federation of Pharmaceutical Wholesalers (IFPW), 2017 – Present
Board member, IFPW Foundation, 2017 – Present
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| Sandra M. Volpe Director since December 2016;DIRECTOR SINCE DECEMBER 2016
| Committees: Committees:Finance, Nominating &
Corporate Governance, Sustainability & Corporate Responsibility |
| | | RELEVANT SKILLS AND QUALIFICATIONS • Financial experience gained over a twenty-five year career in financial and strategic planning roles at large global companies including FedEx and Lender’s Service, Inc.
• Strategy and Operations experience as Senior Vice President at FedEx where Ms. Volpe is responsible for strategy across FedEx Ground, internal and external communications, and business development solutions
| CAREER
HIGHLIGHTS FedEx Ground, 2000 – Present Senior Vice President, Strategic Planning, Communications and Business Development Solutions Senior Vice President, Strategic Planning, Communications and Contractor Relations Vice President, Strategic Planning Vice President, Finance Lender’s Service, Inc., 1993 – 2000 Director of Financial Planning and Analysis Associate Vice President | ADDITIONAL EXPERIENCE
AND SERVICE Executive Leadership Chair,Go Red for Women Board Member, American Heart Association, Eastern States (former Board Chair) Vice Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University National Trustee, Kent State University Board of Trustees FedEx 5 Star Award,FedEx Leadership Award, FedEx Corporation Bravo Zulu Award for Service, and Prudential Principle Player Award 2018 Spirit of Women in Business Award,Kent State University |
CAREER HIGHLIGHTS
FedEx Ground, 2000 – Present
Senior Vice President, Strategic Planning, Communications and Business Development Solutions
Senior Vice President, Strategic Planning, Communications and Contractor Relations
Vice President, Strategic Planning
Vice President, Finance
Lender’s Service, Inc., 1993 – 2000
Director of Financial Planning and Analysis, Associate Vice President
ADDITIONAL EXPERIENCE AND SERVICE
Executive Leadership Chair, Go Red for Women
Board Member, American Heart Association, Eastern States (former Board Chair)
Board Member, Kent State University College of Business Administration National Advisory Board
FedEx 5 Star Award, FedEx Leadership Award, FedEx Corporation Bravo Zulu Award for Service, and Prudential Principle Player Award
2018 Spirit of Women in Business Award, Kent State University
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 23 |
| | |  | | Katharine B. Weymouth Director since October 2018;DIRECTOR SINCE OCTOBER 2018
| Committees: Committees: Management
DevelopmentAudit, Finance, Talent & Compensation
Audit
|
| | | RELEVANT SKILLS AND QUALIFICATIONS • Leadership, Management, and Chief Executive experience gained through numerous leadership positions at The Washington Post, including Publisher and Chief Executive Officer, and as the former Chief Operating Officer and former CEO of dineXpert,The Chef Market (formerly dineXpert), a group buying organization working with independent restaurants
• Strategy and Marketing experience from her eight years in the advertising department at The Washington Post, where as Vice President of Advertising she led the transformation of The Washington Post from a print newspaper business to a digital content business
| CAREER
HIGHLIGHTS FamilyCare, 2021 – Present Chief Operating Officer The Chef Market (formerly dineXpert), 2017 – Present Senior Advisor Chief Operating Officer Chief Executive Officer The Washington Post, 1996 – 2014 Chief Executive Officer and Publisher Director of Advertising Sales, Vice President of Advertising, Assistant General Counsel Various other legal and advertising positions with increasing responsibility | OTHER PUBLIC COMPANY DIRECTORSHIPS (within the past 5 years) Xometry, Inc. 2020 – Present (Chair of the Nominating and Corporate Governance Committee and Member of the Audit Committee) Sequoia Fund, Inc., 2020 – Present (Member of the Audit Committee and the Nominating Committee) Cable One, Inc., 2015 – Present (Member of the Compensation and Talent Management Committee) Graham Holdings Company, 2010 – Present (Member of the Finance Committee and the Compensation Committee) | ADDITIONAL EXPERIENCE
AND SERVICE Trustee, Philip L. Graham Fund Trustee, Greater Washington Community Foundation |
22 | | | Republic Services, Inc. 2022 Proxy Statement | |
CAREER HIGHLIGHTS
dineXpert, 2017 – Present
Senior Advisor
Chief Operating Officer
Chief Executive Officer
The Washington Post, 1996 – 2014
Chief Executive Officer and Publisher
Director of Advertising Sales
Vice President of Advertising
Assistant General Counsel, and various other legal and advertising positions with increasing responsibility
OTHER PUBLIC COMPANY DIRECTORSHIPS
(within the past 5 years)
Sequoia Fund, Inc., 2020 – Present
Cable One, Inc., 2015 – Present (Member of the Audit Committee and the Compensation Committee)
Graham Holdings Company, 2010 – Present (Member of the Finance Committee and the Compensation Committee)
ADDITIONAL EXPERIENCE AND SERVICE
Trustee, Philip L. Graham Fund
Trustee, Greater Washington Community Foundation
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Board Refreshment
We are committed to maintaining a Board that has a balanced mix of skills and attributes, and we accomplish this through our active refreshment and director succession planning process. The addition of eight new directors since 2016 highlights our commitment to seek highly qualified candidates who will bring additional skills and perspectives to the Board.
24 | Republic Services, Inc. 2021 Proxy Statement
Board of Directors and Corporate Governance Matters We operate within a comprehensive corporate governance framework that defines responsibilities, sets high ethical standards of professional and personal conduct, and helps ensure compliance with these responsibilities and standards. The Board’s Corporate Governance Guidelines provide the framework for effective governance and are amended by the Board from time to time in response to changing laws, evolving best practices, and shareholder input. Shareholder EngagementBoard Leadership Structure
We have a well-developed shareholder engagement program that emphasizes year-round shareholder engagement and direct communication with our Board. During 2020, we engaged directly with shareholders representing approximately 52% of shares outstanding, as well as one proxy advisor. The majoritynon-executive Chairman of the meetings involved participationBoard and a separate CEO. The Board believes that having a non-executive, independent director serving as the Chairman of an independent director. Key areas of discussion with shareholdersthe Board is in the past year included: Our responsebest interests of Republic and its shareholders because it strengthens the Board’s independence and allows the CEO to focus his talents and attention on managing our business. The Chairman of the Board is also a valuable bridge between the Board and management and provides independent leadership to the COVID-19 pandemic, includingBoard. Responsibilities of the role include:setting the agenda and procedures for Board meetings in collaboration with the CEO; presiding over all Board meetings; supervising the circulation of information to the directors; after consulting with the CEO and other directors, providing input to the Governance Committee regarding revisions to our CommittedCorporate Governance Guidelines and the appointment of chairs and members of the Board’s committees; coordinating periodic reviews of senior management’s strategic plan; consulting with committee chairs about the retention of advisors and experts; and performing such other duties and services as the Board may require. The Chairman of the Board also has the authority to Serve initiative; Our human capital management practices, including safety, employee engagement, inclusion and diversity, and talent development;
Our continued commitmentrequest access to sustainability, including an overviewany of progress toward our 2030 sustainability goals; and
Our Board’s commitment to director refreshment and strong governance practices.
Our Board has five standing committees — the Audit Committee, the Talent & Compensation Committee, the Finance Committee, the Governance Committee and management team highly value these shareholder discussionsthe Sustainability & Corporate Responsibility Committee. Each committee consists solely of independent directors and consider this feedbackhas its own chair who is responsible for directing the committee’s work in Board deliberations and decisions. In these discussions, investors told us that they are pleased with the enhancements the Company has made to the governance, compensation, and sustainability framework over the last several years. We received specific feedback that investors appreciated that our governance practices are fully aligned with Investor Stewardship Group’s corporate governance principles for U.S. listed companies.fulfilling its responsibilities. 
BOARD OF DIRECTORS Audit Committee 5 members All independent Talent & Compensation Committee 5 members All independent Governance Committee 5 members All independent Finance Committee 5 members All independent Sustainability & Corporate Responsibility Committee 5 members All independent 
Meeting Participation The Board held five meetings during 2021. Each director attended at least 75% of the total number of Board meetings and the total number of meetings of all Board committees on which he or she served and held during his or her term of service. The non-employee directors met regularly in executive sessions during 2021. Committee Composition Each of the five standing committees — the Audit Committee, the Finance Committee, the Talent & Compensation Committee, the Governance Committee, and the Sustainability & Corporate Responsibility Committee — operates under a written charter adopted by the Board and reviews its charter at least annually. Messrs. Kadre and Vander Ark are not members of any of our standing committees. Information regarding each of the current standing committees as of the mailing date of this Proxy Statement appears in following chart. | Republic Services, Inc. 2022 Proxy Statement | | | 23 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 25 |
Investor Stewardship Group’s Corporate Governance Principles
Republic follows the corporate governance principles for U.S. listed companies set forth by the Investor Stewardship Group (“ISG”). We are committed to the corporate governance practices set forth below, and continue to monitor and implement developments in best practices that would enhance our governance model.
| | | | | ISG PRINCIPLE | | REPUBLIC PRACTICE | | | PRINCIPLE 1:
Boards are accountable to
shareholders.
| | • All Board members are elected annually
• Proxy access bylaw provision
• In addition to proxy access, shareholders are entitled to recommend director candidates to the Governance Committee
• Directors elected by majority of votes cast
• Directors not receiving majority support must tender their resignation for consideration by the Board
• No poison pill
| | | | | | PRINCIPLE 2:
Shareholders should be entitled
to voting rights in proportion to
their economic interest.
| | • One share, one vote structure
• No multi-class share structure
| | | | | | PRINCIPLE 3:
Boards should be responsive to
shareholders and be proactive
in order to understand their
perspectives.
| | • Annual shareholder outreach since 2014
• Outreach topics include Board composition, corporate governance practices, sustainability, director education, executive compensation, human capital management, among others
| | | | | | PRINCIPLE 4:
Boards should have a strong,
independent leadership structure.
| | • Independent Chairman of the Board
• Corporate Governance Guidelines outline the roles and responsibilities of our independent Chairman
| | | | | | PRINCIPLE 5:
Boards should adopt structures
and practices that enhance
their effectiveness.
| | • All director nominees are independent directors
• 27% racial or ethnic diversity in our director nominees
• 36% gender diversity in our director nominees
• Board committees consist of the Audit Committee, the Compensation Committee, the Governance Committee, and the Sustainability & Corporate Responsibility Committee
• The Sustainability & Corporate Responsibility Committee is responsible for overseeing environmental, social and governance topics
• Board committees are comprised entirely of independent directors
• Each director attended at least 75% of Board meetings in 2020
• Board and committees have direct access to outside advisors and senior and mid-level management
• Independent directors meet regularly in executive session
• Annual Board self-evaluation
• Director resignation policy upon a change in circumstances impacting the director’s ability to fulfill his or her obligations to the Company
• Deferral of non-employee director compensation (restricted stock units or cash) to align interests with shareholders
| | | | | | PRINCIPLE 6:
Boards should develop
management incentive structures
that are aligned with the long-term
strategy of the company.
| | • Say-on-pay approval was 94.8% in 2020
• Short-term and long-term compensation targets are tied to overall Company strategy as well as shareholder interests
• Significant stock ownership guidelines for directors and senior management
• Company strategy and compensation metrics are reviewed annually by the Board
• Clawback policy that applies to all cash- and equity-based incentive compensation that is performance based
| | | |
26 | Republic Services, Inc. 2021 Proxy Statement
Director Skills and Experience
The Board is comprised of directors with broad and varied experience and expertise who are committed to representing the long-term interests of shareholders. The following summarizes the key skills and experiences represented on our Board:
| | | | | | | Strategic planning | | Industry experience | Audit
Committee | | CurrentKey Responsibilities
| The committee held FOUR meetings and former chief met regularly in executive officerssessions during 2021 | | Human capital management | | Operations•
| Assists the Board in monitoring the integrity of financial statements, our compliance with legal and marketingregulatory requirements, political contributions, our ethics and compliance program and the independence and performance of our internal and external auditors on an annual basis | Jennifer M. Kirk*, Chair Tomago Collins
Michael A. Duffy
Brian S. Tyler*
Katharine B. Weymouth | | • | Logistics | | Shareholder perspective | | TransportationMeets with management and the independent auditor to review the Company’s major financial and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures including a review of information and security policies, data protection strategies and internal controls | | Finance•
| Reviews issues regarding accounting principles, financial statement presentations, internal controls and capital marketsthe effect of regulatory and accounting initiatives on the financial statements of the Company | | Communications | | Supply chain management | | Customer engagement | Cyber security | | Digital sales/online commerce | | Capital investment and
allocation
| | Risk management | | Business development•
| Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public affairsaccounting firm | | • | AccountingApproves the Audit Committee Report in this Proxy Statement
| | | | | * Our Board has determined that each of Ms. Kirk and internalMr. Tyler qualify as an "audit committee financial expert" within the meaning of Item 407 of Regulation S-K. | controls
| | M&A experience | | Legal background | Talent & Compensation Committee | | Key Responsibilities | The committee held FIVE meetings and met regularly in executive sessions during 2021 | | • | Establishes and regularly reviews our compensation and benefits philosophy and program consistent with corporate financial goals and objectives, including ESG metrics | | • | Determines the salaries and incentive compensation payable to executive officers, including annual and long-term incentive compensation under our shareholder approved pay-for performance program | Thomas W. Handley, Chair Michael Larson
Kim S. Pegula
James P. Snee
Katharine B. Weymouth | | • | Administers our benefits plans and our stock incentive plan | | • | Evaluates our CEO's performance, sets his compensation and reviews the executive succession plan overseen by the Governance Committee | | • | Reviews and oversees our talent management strategy and execution including talent acquisition and retention, inclusion and diversity, employee engagement and employee wellbeing | | • | Engages with management each quarter on critical elements of our talent program | | • | Oversees the annual risk assessment of our compensation policies and practices | | • | Oversees the scope and engagement of the external compensation consultant's services | | | | | The Committee retained Pearl Meyer & Partners ("Pearl Meyer") as its compensation consultant, as further discussed on page 65. | | | | | | Nominating & Corporate Governance Committee | | Key Responsibilities | The committee held FOUR meetings and met regularly in executive sessions during 2021 | | • | Identifies Director candidates that it recommends to our Board for selection as the director nominees for the next annual meeting or to fill vacancies and candidates that it recommends to our Board for selection as the Chairman of the Board | | • | Develops and recommends our corporate governance principles and reviews and provides oversight of the effectiveness of our governance practices | Michael Larson, Chair Thomas W. Handley
Jennifer M. Kirk
James P. Snee
Sandra M. Volpe | | • | Oversees the annual evaluation of the Board and its committees | | • | Makes recommendations to the Board related to the compensation of nonemployee directors, and monitors the talent management and succession planning program for executive management to ensure appropriate focus on maintaining a diverse team of current and future executives | | • | Considers nominations for the Board from shareholders that are entitled to vote for the election of directors, as described under 'Shareholder Director Recommendation Policy" | | | | | | Sustainability & Corporate Responsibility Committee | | Key Responsibilities | The committee held FOUR meetings and met regularly in executive sessions during 2021 | | • | Reviews the Company’s sustainability performance and progress towards sustainability goals and objectives, including appropriate ESG scorecards and rankings and the Company’s climate change initiatives | | • | Reviews and provides oversight on sustainability and corporate responsibility topics including community engagement, sustainability performance and innovation, climate change, environmental management and security for the Company’s people and assets | Tomago Collins, Chair Michael A. Duffy
Kim S. Pegula
Brian S. Tyler
Sandra M. Volpe | | • | Reviews the annual sustainability report and charitable giving policies | | • | Engages with shareholders and proxy advisor firms on sustainability, business conduct, environmental, safety and other matters relating to social, political and public policy issues, including the review and evaluation of shareholder proposals on these topics | | | | | | Finance Committee | | Key Responsibilities | The committee held THREE meetings and met regularly in executive sessions during 2021 | | • | Reviews the financial condition of the Company including the annual finance plan, long-term financial objectives and financial management principles | James P. Snee, Chair Michael Larson
Brian S. Tyler
Sandra M. Volpe
Katharine B. Weymouth | | • | Reviews and makes recommendations on management proposals for financing requirements, dividends, proposed capital budget, certain capital expenditures and the repurchase of Company stock | | • | Evaluates the financial impact of certain acquisitions and divestitures and conducts post-acquisition reviews | | • | Annually reviews the Company’s insurable risk management strategy | | • | Reviews and reports to the Board on the significant financial impact of retirement benefit plans | | | | | |
24 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Formal Board Refreshment We are committed to maintaining a Board that has a balanced mix of skills and attributes, and we accomplish this through our active refreshment and director succession planning process. The addition of nine new directors since 2016 highlights our commitment to seek highly qualified candidates who will bring additional skills and perspectives to the Board. Director Onboarding Process Upon joining our Board, new directors are provided with a comprehensive orientation and participate in a formal onboarding process to facilitate their transition onto our Board. Our onboarding process familiarizes new directors with the Company’s business, strategic plans, governance program, Board policies, and the director’s responsibilities on assigned committees. New directors hold meetings with Republic’s senior leadership and key management representatives to learn about the Company. They also participate in site visits. Based on feedback received, we believe this onboarding program, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation in our Company’s business, and accelerates their ability to fully engage in Board discussions and decision-making. Additional training is also encouraged when a director assumes a leadership role as either our Chairman or as a committee chair. Continuing Education Our directors attend seminars and continuing education programs relating to corporate governance, audit, and compensation matters. In addition, site visits and external and in-house presentations are scheduled as part of the directors’ continuing education. Examples of continuing education programs attended by some of our directors in 20202021 include G100 Network’s Board Excellence program, Corporate Board Member’s Compensation Committee Summit,Harvard Business School executive education programs focused on governance and NACD webinars, among others. Thoughtful Board Evaluation Process We recognize that Board and committee evaluations play an important role in ensuring the effective functioning of our Board. Therefore, the Board and each of its committees conduct annual self-assessments, which are overseen by the Governance Committee and include written evaluation forms to assess their effectiveness. Periodically, we will employ the services of an external advisor to assist with the evaluation process. Regardless of whether an external advisor is involved in the evaluation process, the results of these assessments are compiled without attribution, into a single form and sent to the directors for a full Board assessment and to each committee member, for those committees on which they serve, to identify areas for future improvement. This feedback is also considered by the Governance Committee when searching for and evaluating potential future Board nominees to help ensure we are adding new directors with the proper mix of subject matter expertise and perspective consistent with the needs of our growing Company. Director Succession Planning The Board, through the Governance Committee, engages in formal Board succession planning/forward planning discussions at regular intervals throughout the year, in which it considers and evaluates director tenure and the skill sets of current directors. These discussions are supported by the formal evaluation process that identifies areas for improvement, including the need to add new members with unique expertise and experience that it believes will benefit our Company. These discussion topics are included as quarterly agenda items for the Governance Committee. The Governance Committee utilizes an executive search firm to identify potential director candidates and conducts interviews on an ongoing basis. The Board also established a mandatory director retirement age of 72 to promote continual refreshment and the addition of diverse perspectives. | | | | | | | | | Republic Services, Inc. 20212022 Proxy Statement | | 27 | 25 |
 | | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Our Board evaluation and succession planning processes are critical components of the Board’s commitment to and execution of its Board refreshment policy. The following graphic illustrates how these processes support our commitment to help ensure we have the right members on our Board: | | | | | ANNUAL BOARD EVALUATION | | SUCCESSION PLANNING | | BOARD REFRESHMENT | • Results shared with full Board • Identifies skills and experiences that could be additive to Board composition • Identifies board governance efficiencies | 
| • Quarterly Governance Committee agenda item • Committee discusses results of Board evaluation annually • Informs new director candidate skill sets | 
| • Evaluation and succession planning process support refreshment planning • Board emphasizes key criteria, diversity |
ANNUAL BOARD EVALUATION Results shared with full Board Identifies skills and experiences that could be additive to Board composition Identifies board governance efficiencies SUCCESSION PLANNING Quarterly Governance Committee agenda item Committee discusses results of Board evaluation annually Informs new director candidate skill sets BOARD REFRESHMENT Evaluation and succession planning process support refreshment planning Board emphasizes key criteria, diversity
| | |  | | Interconnected evaluation and succession planning practices ensure that our Board composition reflects the skills and experiences that best meet both the current and future needs of our business. | |
Executive Succession Planning The Board, through the Governance Committee, also regularly reviews the Company’s executive management succession plan to help ensure business continuity in the event a key executive departs from the Company. This evaluation includes a thorough discussion on the Company’s senior leadership structure and focuseswith a focus on key executive positions.positions and maintaining a diverse team of current and future executives. The Board’s committees also frequently discuss the talent pipeline, and individuals identified as potential future leaders are given exposure to Board members through formal presentations and informal meetings or events. More broadly, the Board, through the Talent & Compensation Committee, is regularly updated on key talent indicators for the overall workforce, and recruiting and development programs. Republic is also cognizant of the impact our overall compensation program has on our succession planning process and has designed our program accordingly. Our Board elected As an example, our Board’s election of Jon Vander Ark to succeed Donald W. Slager as CEO effective June 25, 2021. Mr. Vander Ark’s appointment is thelast year was result of the active engagement by Mr. Slager and the Board in a thoughtful and comprehensive multi-year CEO succession planning process. During this time, our entire Board had the opportunity to regularly evaluate and observe Mr. Vander Ark as a member of the executive team. In addition, Mr. Slager mentored Mr. Vander Ark and provided him numerous professional development opportunities, which Mr. Vander Ark embraced. Mr. Slager and the Board determined that Mr. Vander Ark’s track record of strong performance in our business, as well as his passion for sustainability and vision for innovation, make him the right choice to lead Republic’s next chapter of sustainable long-term growth and success for the Company and our shareholders.
Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies Our Board believes that ownership of our stock by directors, executive officers, and certain other members of management is important to align their interests with our shareholders’ interests and to demonstrate their commitment to the investing public and our employees. Our Corporate Governance Guidelines reflect the Board’s belief that directors should be shareholders and have a financial stake in Republic. To support that philosophy, we pay our non-employee directors a significant portion of their compensation in the form of RSUs. Our non-employee directors receive RSUs that either (1) do not distribute until the director’s termination of service on the Board or (2) distribute three years after their grant date. To further demonstrate the Board’s commitment to align itself with our shareholders, our Board’s equity ownership guideline requires each independent director to hold Republic stock or vested RSUs, or both, having a total value of $750,000 within five years from the date of the director’s first full annual grant. All of our independent directors who have been on the Board for at least five years meet this guideline. We also maintain stock ownership guidelines for our executive officers and other members of management. The stock ownership guidelines for executive officers are: (1) CEO — five times salary; (2) President — four times salary; (3) Executive Officer EVP — three times salary; (4) Non-Executive Officer EVP and SVPSenior Vice President — two times salary; and (5) Vice President, Area President and Market Vice President —– one times salary. Each member of management has a five-year period from the time of promotion or hire into a covered position to meet the applicable guideline, and interim progress is expected. Members of management may meet their requirement by holding Republic stock or vested Republic stock equivalents in the Deferred Compensation Plan (“DCP”), or both, having the requisite value, and by holding shares in the 401(k) plan. Our insider trading policy prohibits all directors, officers and employees, and their immediate family members, from engaging in the following transactions relating to Republic securities or derivatives thereof: purchasing or selling puts or calls, short sales, placing standing orders (other than under approved 10b5-1 plans), engaging in short-term or “in-and-out” trading, and holding Republic securities or derivatives thereof in a margin account or pledging them. 26 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
28 | Republic Services, Inc. 2021 Proxy Statement
Director Nomination Procedures and DiversityDiversity Relating to Board Candidacy The Governance Committee is responsible for soliciting recommendations for candidates for the Board, reviewing background information for such candidates, and making recommendations to the Board with respect to such candidates. In evaluating candidates, the Governance Committee considers, among other things, the following attributes: Independenceindependence (if required); Personalpersonal and professional integrity; Relevantrelevant business and industry experience; Properproper mix of education and skills; and Potentialpotential effectiveness as a director in serving the long-term interests of our shareholders. With respect to diversity relating to Board candidacy, our Corporate Governance Guidelines state that directors will be selected in the context of assessing the Board’s needs at the time and with the objective of ensuring diversity in the background, experience, and viewpoints of Board members. To assist in promoting such diversity, the BoardGovernance Committee shall take reasonable steps to ensure that new Board nominees are properly drawn from a pool that includes diverse candidates. The Board and the Governance Committee will continue to assess the need to expand the breadth of experience, expertise, and viewpoints represented collectively by our directors and continue to seek top-quality candidates to fill any identified gaps. Each of Messrs. Duffy and Tyler were identified as a candidate for our Board by the search firm used to identify director candidates. The Governance Committee assessed all candidates identified by the search firm and recommended to the Board that Messrs. Duffy and Tyler be nominated to stand for election at the Annual Meeting. Please also see “Shareholder Director Recommendation Policy” on page 3128 for information regarding our policies for director candidates identified by shareholders.
Based on his transition timing, Mr. Slager will not stand for re-election to our Board at the Annual Meeting.
Director Independence Our common stock is listed on the New York Stock Exchange (“NYSE”), which requires that a majority of our Board be comprised of “independent directors” according to the NYSE’s independence standards. The Governance Committee considers the “per se” disqualifications from director independence under NYSE rules when assessing the independence of a current director or a nominee for director. In addition, our Board has adopted categorical standards that provide that certain relationships are not material relationships that would prevent a director’s independence. The Board reviews director independence and considers relationships between each of the directors and their immediate family members and Republic and its subsidiaries, both in the aggregate and individually. Mr. SlagerVander Ark is not an “independent director” under the NYSE listing standards because he is an employee of Republic; however, he is not standing for re-election at the Annual Meeting.Republic. The Board determined that the other 11 director nominees meet the NYSE standards for independence and the categorical standards adopted by our Board, and have no material relationships with us that impair their independence. In making its determination, the Board considered, in the case of Messrs. Larson and Handley, their status as chief investment officer and chief operating officer, respectively, to William H. Gates III, who is the beneficial owner of Cascade Investment, L.L.C., our largest shareholder. The Board also considered Mr. Collins’ membership on the board of directors of Four Seasons Hotels and Resorts as a representative of Cascade Investment, L.L.C. Shareholder Engagement We have a well-developed shareholder engagement program that emphasizes year-round shareholder engagement and direct communication with our Board. During 2021, we reached out to shareholders representing approximately 62% of shares outstanding, and engaged directly with shareholders representing approximately 49% of shares outstanding as well as one proxy advisor. Select meetings involved participation of an independent director. Key areas of discussion with shareholders over the past year included: our business performance, including an update on our key strategic priorities; our continued commitment to sustainable business practices, including progress made toward accomplishing our 2030 sustainability goals; and our focus on fostering an inclusive culture for all employees, including our talent management, inclusion and diversity efforts. | | | | | | | | | Republic Services, Inc. 20212022 Proxy Statement | | 29 | 27 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Board Leadership Structure, Risk Oversight, Ethics
Annual Meeting Analyze vote results Identify potential developments or enhancements in sustainability, corporate governance, executive compensation, and Complianceother matters Continue engaging with shareholder to discuss actions taken, including any enhancement to policies and practices sustainability, and other matters The Cycle of Shareholder Engagement Board Leadership Structure
We have a non-executive ChairmanEngagement With shareholders Directors and management engage in discussions with shareholders to solicit feedback on current policies and practices Engagement topics include, sustainability, corporate governance, executive compensation and other matters Report to the board and executive management Review shareholder feedback and potential areas of the Boarddevelopment Evaluate and a separate CEO. The Board believes that having a non-executive, independent director serving as the Chairman of the Board is in the best interests of Republicdetermine appropriate responses and its shareholders because it strengthens the Board’s independenceenhancements to policies and allows the CEO to focus his talents and attention on managing our business. The Chairman of the Board is also a valuable bridge between the Board and management. His role is to provide leadershippractices, if needed Provide reports to the Board and his responsibilities include:
setting the agenda and procedures for Board meetings in collaboration with the CEO;
presiding over all Board meetings;
supervising the circulation of information to the directors;
after consulting with the CEO and other directors, providing input to the Governance Committee regarding revisions to our Corporate Governance Guidelines and the appointment of chairs and members of the Board’s committees;
coordinating periodic reviews of senior management’s strategic plan;
consulting with committee chairs about the retention of advisors and experts; and
performing such other duties and services as the Board may require.
The Chairman of the Board also has the authority to request access to any of our employees at any time.applicable committees
Our Board and management team highly value these shareholder discussions and consider this feedback in Board deliberations and decisions. In these discussions, investors told us that they are pleased with the enhancements the Company has four standing committees — the Audit Committee, the Compensation Committee, the Governance Committee and the Sustainability & Corporate Responsibility Committee. Each committee consists solely of independent directors and has its own chair who is responsible for directing the committee’s work in fulfilling its responsibilities. 
Risk Oversight
We face a variety of risks, including credit and liquidity, operational, environmental, litigation, compliance, compensation and cyber security risks. While management is responsible for the day-to-day risk management processes, our Board’s role is to ensure that:
the risk management processes designed and implemented by management are adaptedmade to the overallsustainability, governance and compensation framework over the last several years. We received specific feedback that investors appreciated that our governance practices are fully aligned with Investor Stewardship Group’s corporate strategy;
those processes are functioning effectively;
management communicates material risks to thegovernance principles for U.S. listed companies, as noted on page 30.Additional Board or the appropriate committee; and actions are being taken to continue to foster a strong culture of compliance and risk-adjusted decision-making throughout Republic.
Financial and Operational Risk OversightPolicies
In accordance with NYSE requirements, our Audit Committee charter requires the Audit Committee to, among other things:
meet periodically with management and our independent registered public accounting firm to review our major financial risk exposures and the steps management has taken to monitor and control them;
discuss guidelines and policies with respect to financial risk assessment and financial risk management;
advise the Board with respect to our policies and procedures regarding compliance with applicable laws and regulations and with our Code of Business Ethics and Conduct (“Code of Ethics”);
review with our Chief Legal Officer legal matters that may have a material impact on our financial statements, our compliance policies, and any material reports or inquiries received from regulators or governmental agencies; and
at least annually, and otherwise as necessary, provide new and existing Audit Committee members an overview of our key financial risks and our legal and regulatory requirements.
Our Audit Committee meets at least quarterly and takes various steps to assist the Board in fulfilling its financial risk oversight function. For example, the agenda for each Audit Committee meeting typically includes a report by our Chief Legal Officer, who also serves as our Chief Ethics & Compliance Officer, and reports from our Vice President of Internal Audit and our Chief Accounting Officer.
Before each committee meeting, our Vice President of Internal Audit provides the Audit Committee with a comprehensive report on internal audit matters, including testing of our internal controls over financial reporting. At the meeting, the Chief Legal Officer and the Vice President of Internal Audit make oral presentations and respond to questions from committee members. Further, the chair of the Audit Committee reviews, discusses with our Vice President of Internal Audit and concurs in a program for field audits. Under the program, each field audit includes a financial review as well as an operations review. In addition, the Audit Committee also routinely receives a report regarding our employee hotline, the AWARE Line. The AWARE Line is an integral part of our compliance program and provides a way for our employees to confidentially provide information regarding concerns they may have with respect to compliance with policies or ethical and legal requirements. Our Chief Accounting Officer regularly reports on management’s evaluation of the effectiveness of our disclosure controls and procedures. Finally, our Risk Management Department periodically briefs the Audit Committee or the Board on our insurance coverage programs and related risks.
30 | Republic Services, Inc. 2021 Proxy Statement
Sustainability Risk Oversight
Our Sustainability & Corporate Responsibility Committee meets at least quarterly and takes various steps to assist the Board in fulfilling its oversight responsibility with respect to enterprise and other risks, including climate change, safety, environmental and reputational risks, and the practices by which these risks are managed and mitigated.
Cyber Security Risk Oversight
Our Sustainability & Corporate Responsibility Committee also oversees the Company’s management of cyber security risk. The Company has taken a number of steps to manage and mitigate our cyber security risk, including entering into an information security risk insurance policy and rolling out an information security training program to our employees. Additionally, our cyber security program is aligned to the NIST cyber security framework and is audited against that framework on an annual basis by an independent third party. At each quarterly meeting, the Sustainability & Corporate Responsibility Committee receives an update from management on our cyber security program and a detailed assessment. The results of the third-party audit are provided to our Board on an annual basis.
| Board and Committee Involvement in Risk Oversight
| Our management annually reports to the Board, through its Sustainability & Corporate Responsibility Committee, the results of its internal survey and analysis of enterprise risk management.
| The agendas for our Board meetings include regular reports from our CFO and Treasurer regarding the financial, credit and liquidity risks we face, including hedging programs.
| Our management regularly discusses with the Board, and its committees, various operational and compliance risks, including pricing, recycled commodity prices, safety, human capital, environmental, fleet and cyber risks.
| Our independent registered public accounting firm provides regular reports to the Audit Committee on risk issues, and the Audit Committee then provides regular reports to the Board.
| The Compensation Committee considers, evaluates, and addresses risks that may be raised by our compensation program.
| The Board and individual Board members engage in periodic discussions with management regarding risks as they deem appropriate.
| We believe that the Board and committee leadership structure we have implemented and the division of responsibilities between the Board, committees and management described in this Proxy Statement constitute the most effective approach to address the risks we face.
|
Ethics and Compliance
At Republic, it is our responsibility to lead by example and hold ourselves to the highest ethical standards and practices in all that we do. Our Code of Ethics, “Leading with Integrity,” applies to all of our directors, officers, employees, independent contractors, consultants, and other third parties acting on behalf of Republic. The Code of Ethics is an integral part of Republic’s ethics and compliance program and serves as the cornerstone of our commitment to conduct business with the highest ethical and legal standards. We do this by staying true to our values and embracing our priorities, as well as leading with integrity in every aspect of our business.
Our commitment to a strong ethical and compliant culture has been recognized by Ethisphere Institute (“Ethisphere”), a global leader in defining and advancing the standards of ethical business practices. Republic was named to Ethisphere’s 2020 World’s Most Ethical Companies® List, which was the fourth consecutive year that we received this honor. The World’s Most Ethical Companies’ assessment is based upon the Ethisphere Institute’s Ethics Quotient® (EQ) framework which offers a quantitative way to assess a company’s performance in an objective, consistent, and standardized manner. Scores are generated in five key categories: ethics and compliance program (35%), culture of ethics (20%), corporate citizenship and responsibility (20%), governance (15%), and leadership and reputation (10%), and provided to all companies who participate in the process.
If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics that applies to our CEO, Chief Financial Officer, Controller or Chief Accounting Officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The Code of Ethics can be viewed on the “Investors” section of our website at www.RepublicServices.com. The information contained on our website, and in all references to our website within this Proxy Statement, shall not be deemed incorporated by reference in this Proxy Statement or in any other filing we make under the Securities Exchange Act of 1934 (the “Exchange Act”).
Shareholder Director Recommendation Policy The Governance Committee will consider director candidates recommended by our shareholders unrelated to a recommendation under our proxy access bylaw provision, described below. A shareholder may propose a nominee to serve as a director before a meeting of shareholders by giving timely written notice and meeting the other requirements set forth in Section 2.12 of our Amended and Restated Bylaws (“Bylaws”). The Governance Committee determines the eligibility of a proposed nominee to serve as a director, and may require additional information to determine such eligibility. Director candidates proposed by shareholders are evaluated on the same basis as all other director candidates. See “Director Nomination Procedures and Diversity Relating to Board Candidacy” on page 29.28. The Governance Committee may, in its discretion, interview any director candidate proposed by a shareholder. Shareholders wishing to recommend director candidates for consideration by the Governance Committee may do so by sending the required information in writing to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. To consider a candidate for nomination at the 20222023 annual meeting of shareholders, we must receive the shareholder’s written notice no earlier than January 21, 202216, 2023 and no later than February 20, 2022.15, 2023. Refer to our Bylaws for additional information and notice requirements. | | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 31 |
Proxy Access Director Nominations In addition to the right to recommend directors to the Governance Committee, qualifying shareholders also have the right to nominate and include director candidates in our proxy materials by giving adequate and timely notice to the Corporate Secretary pursuant to the procedures and requirements contained in our proxy access bylaw. Any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of at least 3% of the shares of our outstanding common stock for at least the previous three years are permitted to include up to 25% of the number of director nominees in our proxy materials for our annual meeting of shareholders, provided that the shareholders and nominees satisfy the requirements specified in our Bylaws. In order for such nominees to be included in our proxy statement and form of proxy, shareholders and nominees must submit a notice of proxy access nomination together with certain related information required by our Bylaws. 28 | | | Republic Services, Inc. 2022 Proxy Statement | |
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Shareholders wishing to recommend director candidates using our proxy access bylaw may do so by sending the required information in writing to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. To provide adequate time to assess shareholder-nominated candidates, requests to include these candidates in our proxy materials for our 20222023 annual meeting of shareholders must be delivered or mailed and received at our principal executive offices no earlier than November 7, 2021October 30, 2022 and no later than December 7, 2021.November 29, 2022. Director Resignation Policy Republic is a Delaware corporation. Under Delaware law, if an incumbent director is not elected, that director remains in office until the director’s successor is duly elected and qualified or until the director’s death, resignation or retirement. To address this potential outcome, we have a director resignation policy in our Bylaws. Under this policy, the Board will nominate for further service on the Board only those incumbent candidates who tender, in advance, irrevocable resignations. Each irrevocable resignation is contingent on the failure to receive the required vote at any annual meeting at which the nominee is nominated for re-election and on Board acceptance of the resignation. The Governance Committee will recommend to the Board whether to accept or reject the tendered resignation. The Board will publicly disclose its decision within 90 days after certification of the election results. If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until his or her successor is duly elected, or until his or her earlier resignation or removal. If the Board accepts the resignation, then the Board, in its sole discretion, may fill any resulting vacancy or reduce the size of the Board. Communications with the Board of Directors Any shareholder or other interested party who wishes to communicate with the Board, a Board committee, the Chairman of the Board or the non-management directors (as a group or individually) may send correspondence to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. The Corporate Secretary will compile and submit such correspondence on a periodic basis to the entire Board or, if designated in the communication, to the appropriate Board committee, the Chairman of the Board or the non-management directors (as a group or the appropriate individual member(s)). The independent directors have approved this process. Attendance at Annual Meetings Policy We do not have a formal policy requiring our directors to attend the Annual Meeting. Both Mr. Slager and Mr. Vander Ark attended and Mr. Slager chaired our 20202021 annual meeting of shareholders. Additional Information Regarding Corporate Governance Shareholders may obtain, free of charge, the current charters for the Audit Committee, Finance Committee, Talent & Compensation Committee, Governance Committee, and Sustainability & Corporate Responsibility Committee, as well as our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Ethics, and Political Contributions Policy and Clawback Policy by written request to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. These documents also are available aton the “Investors” section of our website at www.RepublicServices.com. | Republic Services, Inc. 2022 Proxy Statement | | | 29 |
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32 Investor Stewardship Group’s Corporate Governance Principles
The Investor Stewardship Group (“ISG”) sets forth certain corporate governance principles for U.S. listed companies. As described herein and set forth below, Republic’s corporate governance practices are in line with the ISG principles and we continue to monitor and implement developments in best practices that would enhance our governance model. ISG PRINCIPLE | | REPUBLIC PRACTICE | PRINCIPLE 1: Boards are accountable to shareholders. | | • All Board members are elected annually • Proxy access bylaw provision • In addition to proxy access, shareholders are entitled to recommend director candidates to the Governance Committee • Directors elected by majority of votes cast • Directors not receiving majority support must tender their resignation for consideration by the Board • No poison pill | PRINCIPLE 2: Shareholders should be entitled to voting rights in proportion to their economic interest. | | • One share, one vote structure • No multi-class share structure | PRINCIPLE 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives. | | • Annual shareholder outreach since 2014 • Outreach topics include Board composition, corporate governance practices, sustainability, director education, executive compensation, talent management, among others | PRINCIPLE 4: Boards should have a strong, independent leadership structure. | | • Independent Chairman of the Board • Corporate Governance Guidelines outline the roles and responsibilities of our independent Chairman | PRINCIPLE 5: Boards should adopt structures and practices that enhance their effectiveness. | | • 11 of the 12 director nominees are independent directors • 25% racial or ethnic diversity in our director nominees • 33% gender diversity in our director nominees • Board committees consist of the Audit Committee, the Finance Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Talent & Compensation Committee • Board committees are comprised entirely of independent directors • Each director attended at least 75% of Board meetings in 2021 • Board and committees have direct access to outside advisors and senior and mid-level management • Independent directors meet regularly in executive session • Annual Board self-evaluation • Director resignation policy upon a change in circumstances impacting the director’s ability to fulfill his or her obligations to the Company • Deferral of non-employee director compensation (restricted stock units or cash) to align interests with shareholders | PRINCIPLE 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company. | | • Say-on-pay approval was 91.9% in 2021 • Short-term and long-term compensation targets are tied to overall Company strategy as well as shareholder interests • Significant stock ownership guidelines for directors and senior management • Company strategy and compensation metrics are reviewed annually by the Board • Adjustment to annual incentives based on achievement of certain ESG goals (beginning in 2022) • Robust clawback policy (updated in 2022) that applies to all short- and long-term incentives and bonuses, stock options, PSUs, RSUs and other stock and stock-based awards |
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Risk Oversight We face a variety of risks, including credit and liquidity, operational, environmental, litigation, compliance, compensation and cyber security risks. Management, the Board and its committees, work together to manage these risks and the opportunities they create. Our management annually reports to the Board the results of its internal survey and analysis of enterprise risk management, and regularly discusses with the Board, and its committees, various operational and compliance risks, including pricing, recycled commodity prices, safety, talent, environmental, fleet and cyber risks. While management is responsible for the day-to-day risk management processes, the Board’s role is to ensure that: the risk management processes designed and implemented by management are adapted to the overall corporate strategy; those processes are functioning effectively; management communicates material risks to the Board or the appropriate committee; and actions are being taken to continue to foster a strong culture of compliance and risk-adjusted decision-making throughout Republic. Financial and Operational Risk Oversight In accordance with NYSE requirements, our Audit Committee charter requires the Audit Committee to, among other things: meet periodically with management and our independent registered public accounting firm to review our major financial risk exposures and the steps management has taken to monitor and control them; discuss guidelines and policies with respect to financial risk assessment and financial risk management; advise the Board with respect to our policies and procedures regarding compliance with applicable laws and regulations and with our Code of Business Ethics and Conduct (“Code of Ethics”); review with our Chief Legal Officer legal matters that may have a material impact on our financial statements, our compliance policies, and any material reports or inquiries received from regulators or governmental agencies; and at least annually, and otherwise as necessary, provide new and existing Audit Committee members an overview of our key financial risks and our legal and regulatory requirements. Our Audit Committee also oversees the Company’s management of cyber security risk. The Company has taken a number of steps to manage and mitigate our cyber security risk, including entering into an information security risk insurance policy and rolling out an information security training program to our employees. Additionally, our cyber security program is aligned to the NIST cyber security framework and is audited against that framework on an annual basis by an independent third party. At each quarterly meeting, the Audit Committee receives an update from management on our cyber security program and a detailed assessment. The results of the third-party audit are provided to our Board on an annual basis. Our Audit, Finance and Talent & Compensation Committees meet at least quarterly and take various steps to assist the Board in fulfilling its financial risk oversight function. For example, each Audit Committee meeting typically includes a report by our Chief Legal Officer, who also serves as our Chief Ethics & Compliance Officer, and reports from our Vice President of Internal Audit and our Chief Accounting Officer. Before each committee meeting, our Vice President of Internal Audit provides the Audit Committee with a comprehensive report on internal audit matters, including testing of our internal controls over financial reporting. At the meeting, the Chief Legal Officer and the Vice President of Internal Audit make oral presentations and respond to questions from committee members. Further, the chair of the Audit Committee reviews, discusses with our Vice President of Internal Audit and concurs in a program for field audits. Under the program, each field audit includes a financial review as well as an operations review. Likewise, our Finance Committee regularly received reports from our CFO and Treasurer regarding the financial, credit and liquidity risks we face, including hedging programs. And, the Talent & Compensation Committee considers, evaluates, and addresses risks that may be raised by our compensation program. In addition, the Audit Committee also routinely receives a report regarding our employee hotline, the AWARE Line. The AWARE Line is an integral part of our compliance program and provides a way for our employees to confidentially provide information regarding concerns they may have with respect to compliance with policies or ethical and legal requirements. Our Chief Accounting Officer regularly reports on management’s evaluation of the effectiveness of our disclosure controls and procedures. Finally, our Risk Management Department periodically briefs the Finance Committee or the Board on our insurance coverage programs and related risks. | Republic Services, Inc. 2022 Proxy Statement | | | 31 |
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Sustainability Risk Oversight Our Sustainability & Corporate Responsibility Committee meets at least quarterly and takes various steps to assist the Board in fulfilling its oversight responsibility with respect to risks and opportunities, including climate change, safety, environmental and reputational risks, and the practices by which these risks are managed and mitigated. Additional information about our Board and this Committee’s oversight of sustainability is discussed below. | We believe that the Board and committee leadership structure we have implemented and the division of responsibilities between the Board, committees and management described in this Proxy Statement constitute the most effective approach to address the risks we face. | |
Ethics and Compliance At Republic, Services, Inc. 2021it is our responsibility to deliver results in the right way. This means every employee is expected to act with integrity and make the right choice in every situation. We lead by example and hold ourselves to the highest ethical standards and practices in all that we do. Our Code of Ethics applies to all of our directors, officers and employees and is an integral part of Republic’s ethics and compliance program. It serves as the cornerstone of our commitment to conduct business with the highest ethical and legal standards. If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics that applies to our CEO, Chief Financial Officer, Controller or Chief Accounting Officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The Code of Ethics can be viewed on the “Investors” section of our website at www.RepublicServices.com. The information contained on our website, and in all references to our website within this Proxy Statement,
We also have a standalone Supplier Code of Business Ethics and Conduct ("Supplier Code"), which is applicable to our vendors, contractors, consultants, agents, representatives, brokers, and any other third party that provides us with goods and services. Our Supplier Code outlines our expectations with respect to our suppliers' conduct when they are doing business with, or on behalf of, Republic, with an emphasis on ethical, lawful conduct in every circumstance. Our Supplier Code underscores our commitment to conducting business ethically and lawfully across our entire supply chain.Sustainability and Corporate Responsibility In addition to being committed to our customers, employees, and shareholders, we are committed to the communities we serve and to the environment. As part ofWe are partnering with our ongoing Blue Planet® sustainability initiative, we continuecustomers to build durable practices and programs across our sustainability platform with the goal ofcreate a cleaner, safer, and healthiermore sustainable world. Board and Committee Oversight of Sustainability Our Board is directly involved in the oversight of Republic’s environmental and sustainability initiatives and conducts a comprehensive review of the Company’s sustainability performance on an annual basis. Republic’s commitment to corporate sustainability also led to the formation of a dedicated Sustainability & Corporate Responsibility Committee of the Board in 2015. This committee has oversight responsibility with respect to our sustainability performance, our corporate responsibilities, our role as a socially responsible organization, and our enterprise risk, including cyber security,risks and opportunities related to climate change, safety, environmental, and reputational risks.reputation. The Sustainability & Corporate Responsibility Committee is focused on reviewing the Company’s sustainability performance and progress toward sustainability strategic goals and objectives as well as providing guidance to management with respect to significant sustainability and corporate responsibility initiatives. In addition, our Talent & Compensation Committee assesses the performance criteria under our compensation program and, in partnership with the Sustainability & Corporate Responsibility Committee, monitors the results and considers our progress toward theseour goals when setting performance criteria under our compensation program. Sustainability Focus
We are passionate about our role as responsible stewards of our nation’s waste, and we have been steadily building on our sustainability performance for several years. In 2019, after achieving our 2014 sustainability goals, we unveiled a new set of ambitious goals for the next decade. We are now on the road toward these 2030 goals, designed to significantly benefit the environment and society while enhancing the foundation and profitability of our business for the long term. Our 2030 goals reaffirm our commitment to the five elements of our sustainability platform: Safety, People, Operations, Materials Management and Communities. These elements support and enable our business strategy designed to generate profitable growth by sustainably managing our customers’ needs. When we manage these elements of our sustainability program, we strengthen the foundation of our business for the long term and create value for all stakeholders.
Our Blue Planet(R): 2030 Goals In 2020, we made meaningful progress toward our ambitious set of sustainability goals. This progress is detailed in our Sustainability Report which can be found at RepublicServices.com/sustainability. SAFETY GOALS Safety Amplified Zero employee fatalities Reduce our OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 Reduce our OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 PEOPLE GOAL Engaged Workforce 88% Achieve and maintain employee engagement scores at or above 88% by 2030 OPERATIONS GOAL Climate Leadership Reduce absolute Scope 1 and 2 greenhouse gas emissions 35% by 2030 (2017 baseline year) SBTI APPROVED' MATERIALS MANAGEMENT GOALS Circular Economy 40% Increase recovery of key materials by 40% on a combined basis by 2030 (2017 baseline year) Regenerative Landfills 50% Increase biogas sent to beneficial reuse by 50% by 2030 (2017 baseline year) COMMUNITIES GOAL Charitable Giving 20M Positively impact 20 million people by 2030
(1) | Science Based Targets initiative (SBTi) is a collaboration between CDP, the United Nations Global Compact (UNGC), World Resources Institute (WRI) and the World Wide Fund for Nature (WWF).
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We developed our 2030 goals through a comprehensive assessment that included an analysis of global trends, identification of business model dependencies and engagement with key stakeholders, including shareholders. This resulted in an ambitious platform that aligns with the United Nations’ Sustainable Development Goals, which address critical global macrotrends. Notably, our greenhouse gas goal has been approved by the SBTi.
We are taking a leadership position in electric technology innovation for our fleet. This is a critical step toward reducing our environmental impact through lower fleet emissions, and we believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities. We are partnering with multiple manufacturers to pilot electric powered recycling and solid waste trucks. In addition, we have a strategic alliance with an electric battery manufacturer to further explore electrification opportunities for our fleet. We will apply what we learn from these programs to future electrification initiatives.
Our Commitment to Safety Safety always tops our list of Company priorities, and we believe the success of our safety program is directly dependent on our people: employees with strong operational know-how, attention to detail, leadership accountability and a consistent focus. We reinforce our Company’s safety culture through comprehensive safety management programs, which include our Focus Together foundational safety training program, new driver training programs, our non-negotiable absolutes and standards, as well as many other programs. As part of our continued commitment to the safety of our employees and communities, we included two specific safety goals in our 2030 sustainability goals under “Safety Amplified.” For more information on these goals and our plans for how we will achieve them, please see our 2019 Sustainability Reportsustainability reporting available at 32 | | | Republic Services, Inc. 2022 Proxy Statement | |
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RepublicServices.com/sustainability. Our sustainability reporting shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act unless expressly incorporated by reference. Sustainability Focus We are passionate about our role as responsible stewards of our nation’s waste, and we have been steadily building on our sustainability performance for several years. Our 2030 sustainability goals are designed to significantly benefit the environment and society while enhancing the foundation and profitability of our business for the long term. Our 2030 sustainability goals reaffirm our commitment to the elements of our sustainability platform: Safety, Talent, Climate Leadership and Communities. These elements support and enable our business strategy designed to generate profitable growth by sustainably managing our customers’ needs. When we manage these elements of our sustainability program, we believe we strengthen the foundation of our business for the long term and create value for all stakeholders. 
Our 2030 Sustainability Goals SAFETY TALENT COMMUNITIES Safety Amplified Incident Reduction Engaged Workforce Charitable Giving 0 <2.0 88% 20M Employee Fatalities Reduce our OSHA total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 Achieve and maintain employee engagement scores at or above 88% by 2030 Positively impact 20 million people by 2030 CLIMATE LEADERSHIP Science-Based Target 35% Reduce absolute Scope 1 and 2 greenhouse gas emissions 35% by 2030 (2017 baseline year) Approved by SBTI1 Circular Economy 40% increase recovery and circularity of key materials by 40% on a combined basis by 2030 (2017 baseline year) Renewable Energy 50%Increase beneficial reuse of biogas by 50% by 2030 (2017 baseline year) 1.SBTI is a collaboration between CCP, the United Nations Global Compact (UNGC), World Resources Institute (WRI) and the world Fund for Nature (WWF) We developed our 2030 sustainability goals through a comprehensive assessment that included an analysis of global trends, identification of business model dependencies and engagement with key stakeholders, including shareholders. In early 2022, we concluded our third sustainability materiality assessment, continuing our ongoing engagement with stakeholders and realigning our strategy in this ever-evolving world. Our sustainability materiality assessment was designed to identify the most relevant, or material, issues from a sustainability perspective, which is a broader standard than that used in our financial disclosures. This comprehensive assessment ensures that our ambitious platform is aligned with the topics that are most important to our business and stakeholders, as well as United Nations’ Sustainable Development Goals, which address critical global macrotrends. We continue on the pathway toward achieving our greenhouse gas reduction goal approved by the SBTi. Our 2021 sustainability report will be released later this year, incorporating refinements to our landfill emissions methodology that better reflect our investments in emissions control measures. To further our progress towards our climate leadership goals, we are taking a leadership position in electric technology innovation for our fleet. This is a critical step toward reducing our environmental impact through lower fleet emissions, and we believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities. We are partnering with multiple manufacturers to pilot electric powered recycling and solid waste trucks. As electric vehicle | Republic Services, Inc. 2022 Proxy Statement | | | 33 |
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technology continues to develop, we intend to further deploy electrification to our fleet. In addition to fleet electrification, we are investing in organics diversion and the plastics value chain, and are partnering with developers on landfill gas to energy projects to reduce emissions and generate renewable energy. Industry Leadership We regularly review our environmental and social progress and performance to continue advancing our work. We were named to the North American and World Dow Jones Sustainability IndicesIndex (“DJSI”) for a fifthsixth consecutive year in 2020. We believe2021. The assessment that leads to placement on the DJSI is one of the gold standard forworld’s most rigorous and renowned corporate sustainability.sustainability assessments. In addition, we received the CDP Climate Leadership score recognizingand we advanced to an “A” rating under MSCI, the first such rating among our peers. Our performance on these ESG ratings is in recognition of the Company’s commitment to sustainability, including our 2030 goals, increased disclosures and achievements. These achievements demonstrate our ability to connect financial performance with environmental and social performance, including addressing various risks and opportunities posed by climate change. Our ESG rankings also highlight Republic’s leadership in corporate governance, environmental, social and financial aspects of sustainability. We strive to remain at the forefront in our approach to sustainability issues, including climate change and have aligned our reporting to Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations,recommendations. In 2022, we will be publishing an update to our inaugural TCFD Report, in 2021. Finally, in 2020,expanding our physical and transition risk disclosures and reflecting our commitment to addressing climate change. In 2021, we released our sixthseventh Sustainability Report,and GRI reports, and published our thirdfourth annual SASB reportreport. Finally, in 2021, we also published our EEO-1 workforce diversity data, key information related to environmental justice and updated our GRI reportCDP Climate Change response to bring critical disclosures more accessible to the latest standards, in accordance with the Core option.public. All of our latest reports are available on our website at RepublicServices.com/sustainability. 
view these reports and for more information about our Sustainability Platform and our new 2030 Sustainability Goals, visit RepublicServices.com/sustainability. To view our inaugural TCFD Report and other reports and information about our Sustainability Platform and our 2030 Sustainability Goals, visit RepublicServices.com/sustainability.To view our inaugural TCFD Report and other, reports and information about our Sustainability Platform and our 2030 Sustainability Goals, visit RepublicServices.com/sustainability.
People and Talent
We hold ourselves to the highest standards to ensure we are committed to creating athe company where the best people come to work and are engaged every day, and weday. We do this by combining meaningful experiences and programs that develop and motivate employees with attractive total rewards packages.packages and maintaining an inclusive and diverse work environment. Our engagement and retention programs are designed to sustain our high engagement levels. Through learning and talent development programs, we focus on ensuring our employees have the skills necessary to be successful in their current roles through targeted onboarding and experiential learning. We also provide our employees the opportunity to learn new skills and advance within the organization through our Technical Institute, leadership training and development programs. Finally, we are proud ofcontinually monitor and regularly measure the progress we have made in increasing the diversity of our workforce and creating an even more inclusive culture for our employees. 
34 |Engagement AND RETENTION PTOGTAMS Measure and drive engagement and actions Bi-annual ROAD-EO celebrating the best of the best LEARNING AND TALENT DEVLOPMENT Driver Training Center Supervisor Onboarding Sales Acceleration Program Republic Leadership Academy Leadership Trainee Program General Manager Acceleration Programs Republic Services Inc. 2021 Proxy Statement
Employee Engagement We believe an engaged workforce is the greatest indicator ofkey to our success. We measure employee engagement through a third-party survey,surveys, assessing employee sentiment on a variety of topics such as pride for the Company, job satisfaction and intention to stay. We have found that business units with a highly engaged workforce experience less turnover. We have also found that employees whose leaders are highly inclusive are more likely to speak up and share their perspective. In addition, we believe that engaged employees deliver better customer service and are more productive, which is directly tied to the success of our 34 | | | Republic Services, Inc. 2022 Proxy Statement | |
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business. Our goal is to achieve and maintain employee engagement scores at or above 88% by 2030. Our employeeemployees completed two surveys in 2021. As of October 2021, our engagement score was approximately 85% in 2020, which was consistent84% with 98% employee participation, reinforcing our score in 2019. Approximately 92% of our employees participated in the engagement survey process in 2020, which represented an all-time-high participation rate, comparedcommitment to approximately 84% in 2019.ensuring every voice is heard. Employee engagement is a core part of our business strategy, which is why we compensate our General Managers on their employee engagement scores. This helps to ensure that our leaders are held accountable and rewarded for their efforts to drive a more engaged workforce. Inclusion and Diversity We are proud of the diversity of our frontline workforce, as it closely represents the demographics of the communities we serve, andserve. We are relentless in our focuscommitted to improveimproving diverse representation of diverse groups across all levels of the Company. Our commitment to inclusion and diversity starts at the top of our organization, as outlined in our Mission of Supporting an Inclusive Culture (MOSAIC), established in 2013, and supported by the MOSAIC Council. The MOSAIC Council consists of leaders from across the Company who serve as ambassadors and thought partners for inclusion and diversity. This enables us to continue to develop new strategies and activities that are tied to the needs of our employees, customers and business with the goal of creating an even more inclusive work environment and diverse workforce. Our new values, launched in 2022, reinforce who we are today, and serve as an anchor for who we aspire to be. As an employer of people from all backgrounds, our core value of “human-centered” represents our commitment to embrace the unique potential and dignity of every person at Republic Services. We supportbelieve strongly that shared values unify us as a company and help to establish expectations for how our employees treat one another and should expect to be treated. We continue to focus on developing and maintaining leadership behaviors that drive mutual understanding, connectivity and empathy within our workforce, which we know helps drive inclusion and connectivityin the workplace for our existing employees, and attract diverse populationstalent to choose Republic as their future employer. Finally, we create opportunities for our employees to be part of communities that support their needs, and we offer this connectivity through our business resource groups, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), the Black Employee Network (BEN)and Unidos, which we launched in early 2020 and our soon-to-launch Unidos, which will focus on the LatinX community. When the nation experienced an inflection point in race relations in 2020, we were well-positioned to address the call for social justice because it aligns with our value of respect and is reinforced by our existing commitment to advancing and supporting Black employees and Black communities. While business resource groups help to drive a more inclusive environment for our diverse populations, we remain committed to driving inclusion for all of our employees. In 2020, we also launched new programs and virtual events to advance awareness, education and connectivity across our workforce. Our “Let’s Talk” series has had over 3,000 virtual attendees, and is aimed to further our employees’ understanding and empathy related to the topic of inclusion and diversity. We will continue to offer opportunities to help our employees conduct courageous and authentic conversations with one another, and we are committed to maintaining a work environment where people of all backgrounds feel valued and safe to share their perspectives.2021. We continue to receive national awards for our accomplishments in these areas and we aim to raise the bar even higher. 
2021 TM WORLD,S MOST ETHCAL COMPANIES ENGAGEMENT AND RETENTION PROGRAMS Measure and drive engagement and actions Bi-Annual ROAD-EO celebrating the best of the best LEARNING AND TALENT DEVELOPMENT " Driver Training Center Supervisor Onboarding " Sales Acceleration Program Leadership Fundamentals Republic Leadership Academy Leadership Trainee Program General Manager Acceleration Programs INCLUSION AND DIVERSITY FOCUS Recruiting programs with HBCUs and diverse organizations Hiring diverse front-line workers Advancing diverse leaders Employee inclusion and diversity training Business Resource Groups Women of Republic V.A.LO.R Black Employee Networkwww.ETHISPHSRE.COM Forbes 2021 THE BEST EMPOYERS ROR WOMEN POWERED BY STSTISTA Great place to work Certified AUG 2021-AUG 2022 USA TM 3BL MEDIA 100 CORPORATE CITIZENS 2021
Committed to Serve The COVID-19 pandemic pressure tested the resiliency of our business model and our roles as providers of an essential service. The majority of our workforce remained in the field asthroughout the pandemic worsened, and the Company took swift and comprehensive action to help protect our employees and communities. For example, we provide employees with an extra ten days of paid time off if they (or a household member) are diagnosed with or required to quarantine due to exposure to COVID-19. We waived insurance copayments and deductibles related to COVID-19 expenses and limited on-site work to critical roles only to protect all employees. We spent millions of dollars on additional PPE (personal protective equipment) including masks, sanitizer, and cleaning supplies, across all facilities, regularly deep cleaned our fleet and facilities, implemented social distancing guidelines and provided educational resources on virus prevention. At the height of the pandemic, we provided a minimum hour guarantee for eligible employees to maintain their employment, and we launched our Committed to Serve Initiative. Through Committed to Serve, we directed over $30$50 million to recognize the contributions of our 28,000 frontline employees, including $3 million donated to the Republic Services Charitable Foundation, more than $11 million in gift cards given to employees to support them and the local economy, $6 million spent at local restaurants to provide two weekly meals for employees and their families, and $14$31 million in Committed to Serve awards to our frontline employees. | | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 35 �� |
Board Oversight of Human Capital Managementtalent We believe our efforts around human capital management addcomprehensive talent program adds long-term value to our business, differentiatedifferentiates us from our peers, and maintainensures an inclusive culture for our employees. Building an engaged workforce starts at the top, and we have demonstrated a commitment to diversity through the people who guide our Company – six of the eleventwelve director nominees are women or racially or ethnically diverse. Our Board, our Management DevelopmentTalent & Compensation Committee and our other committees play a role in the active oversight of the Company’s human capitaltalent program. | Republic Services, Inc. 2022 Proxy Statement | | | 35 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Board Oversight of Talent our bord and committees are activity involves overseeing the Company,s talent management program. Inclusion and Diversity talent Development Employee well-being Ethics and Compliance safety Employee Engagement Talent Acquisition and Onboarding Compensation and Benefits This is accomplished by focusing on eight key areas: safety, talent development, inclusion and diversity, employee engagement, ethics and compliance, talent acquisition and onboarding, employee wellnesswellbeing and compensation and benefits. Our Board receives annual updates and provides guidance on the Company’s talent development programs and the pipeline of future leaders within our Company. Our Management DevelopmentTalent & Compensation Committee engages with management each quarter on critical elements of our human capital managementtalent program, including talent acquisition, onboarding and retention, employee engagement, employee compensation and benefits, employee wellbeing, talent development and assessment and diverse pipelines for management. Our Sustainability & Corporate Responsibility Committee engages in quarterly deep dives related to safety employee wellness, inclusion and diversity,security, and community engagement. Our Audit Committee receives quarterly updates on our ethics and compliance programs. Our Nominating & Corporate Governance Committee ensures that we are seeking director candidates who will bring a diversity of background, experience and viewpoints to our Board and reviews the composition of the current executive officers and potential successors to ensure that there is appropriate focus on maintaining a diverse team. Our Finance Committee receives an annual update on the financial condition of the Company’s retirement benefit programs. 
Board Oversight of Human Capital Management Our Board and committees are actively involved
SUSTAINBILITY IN ACTION Jessica P. Clearing the way to connect with NATURE As a company whose goal is to be a leader in overseeingsustainable living, helping the Company' s human capital management program. Talent Development Program Inclusion and Diversity Community Engagement Talent Acquisition and Onboarding Ethics and Compliance Employee Wellness Board Meetings and Committees
Meeting Participation
The Board held six meetings during 2020. Each director attendedenvironment is at least 75% of the total number of Board meetings and the total number of meetings of all Board committees on which he or she served and held during his or her term of service. The non-employee directors met regularly in executive sessions during 2020.
Committee Composition
Each of the four standing committees — the Audit Committee, the Compensation Committee, the Governance Committee, and the Sustainability & Corporate Responsibility Committee — operates under a written charter adopted by the Board and reviews its charter at least annually. Messrs. Kadre and Slager are not members of anyheart of our standing committees. Information regarding eachmission. Jessica P. and employees link her understand this connection and volunteer t make their community a better place to live through volunteering. Jessica, along with other Republic Service employees helped remove illegally dumped material at tule springs Fossil Beds National Monument in boulder City, Nevada, clearing the way for a new trail through the national park Republic services has been a longtime supporter of the current standing committees as of the mailing date of this Proxy Statement appears in following chart.tule spring and has been able to make a difference thanks to Jessica and employees link her.
36 | | | Republic Services, Inc. 2022 Proxy Statement | |
36 | Republic Services, Inc. 2021 Proxy Statement
| | | | | | | | | | | Audit Committee | | | Management
Development &
Compensation
Committee
| | Nominating &
Corporate Governance
Committee
| | Sustainability &
| Corporate Responsibility
| Committee
| | | | | | | 
| | Jennifer M. Kirk*, CHAIR
Tomago Collins
Michael A. Duffy
Brian S. Tyler*
Katharine B. Weymouth
| | Thomas W. Handley, CHAIR
Michael Larson
Kim S. Pegula
James P. Snee
Katharine B. Weymouth
| | Michael Larson,CHAIR
Thomas W. Handley
Jennifer M. Kirk
James P. Snee
Sandra M. Volpe
| | Tomago Collins,CHAIR
Michael A. Duffy
Kim S. Pegula
Brian S. Tyler
Sandra M. Volpe
| | | | | | 
| | • Assists the Board in monitoring:
» The integrity of financial statements;
» Our compliance with legal and regulatory requirements;
» Our ethics and compliance program; and
» The independence and performance of our internal and external auditors on an annual basis.
• Meets with management and the independent auditor to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
• Reviews issues regarding accounting principles, financial statement presentations, internal controls and the effect of regulatory and accounting initiatives on the financial statements of the Company;
• Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm; and
• Approves the Audit Committee Report in this Proxy Statement.
* Audit Committee Financial Experts: Our Board has determined that each of Ms. Kirk and Mr. Tyler qualify as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Act.
| BOARD AND GOVERNANCE | • Establishes and regularly reviews our compensation and benefits philosophy and program consistent with corporate financial goals and objectives, including ESG metrics;
| EXECUTIVE COMPENSATION | | • Determines the salaries and incentive compensation payable to executive officers, including annual and long-term incentive compensation under our shareholder-approved pay-for-performance program;PROPOSALS
| | • Administers our benefits plans and our stock incentive plan;MEETING INFORMATION
| • Evaluates our CEO’s performance, sets his compensation and reviews the executive succession plan overseen by the Governance Committee;
• Periodically reviews our talent acquisition and management development process to maintain a strong and diverse talent portfolio;
• Engages with management each quarter on critical elements of our human capital management program;
• Oversees the annual risk assessment of our compensation policies and practices; and
• Oversees the scope, engagement and termination of the external compensation consultant’s services.
The Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its compensation consultant, as further discussed on page 65.
| | • Identifies:ANNEX
» Director candidates that it recommends to our Board for selection as the director nominees for the next annual meeting or to fill vacancies; and
» Candidates that it recommends to our Board for selection as the Chairman of the Board.
• Develops and recommends our corporate governance principles and reviews and provides oversight of the effectiveness of our governance practices;
• Oversees the annual evaluation of the Board and its committees;
• Makes recommendations to the Board related to the compensation of non-employee directors, and monitors the talent management and succession planning program for executive management; and
• Considers nominations for the Board from shareholders that are entitled to vote for the election of directors, as described under “Shareholder Director Recommendation Policy.”
| | • Assists the Board in fulfilling its oversight responsibility and acts in an advisory capacity to management with respect to significant issues, strategic goals, objectives, policies and practices that pertain to:
» Safety;
» Republic’s sustainability performance;
» Republic’s corporate responsibilities that are of significance to the Company and its role as a socially responsible organization, including charitable giving and community support;
» Political contributions;
» Enterprise and other risks, including cyber security, environmental and reputational risks facing Republic and the practices by which these risks are managed and mitigated;
» Business continuity and crisis management;
» Inclusion and diversity;
» Employee wellness; and
» Corporate security.
| | | | | | 
| | The committee held FOUR meetings and met regularly in executive sessions during 2020
| | The committee held FIVE meetings and met regularly in executive sessions during 2020
| | The committee held FOUR meetings and met regularly in executive sessions during 2020
| | The committee held FOUR meetings and met regularly in executive sessions during 2020
|
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 37 |
AUDIT COMMITTEE MATTERSAudit Committee Matters
Audit Committee Report The following statement made by the Audit Committee shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under either of these Acts. Management is responsible for our internal controls, financial reporting processes, and compliance with laws and regulations and ethical business standards. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America and for issuing its opinion on the effectiveness of our internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on the Board’s behalf. In this context, the Audit Committee has reviewed and discussed the audited financial statements with management and our independent registered public accounting firm (Ernst & Young LLP). The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16,CommunicationswithAuditCommittees, as adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received from Ernst & Young LLP the written disclosures required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526,CommunicationwithAuditCommitteesConcerningIndependence, regarding the Company’s independent registered public accounting firm’s independence, and discussed with them their independence from the Company and management. The Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Based on the Audit Committee’s review of the matters noted above and its discussions with Ernst & Young LLP and our management, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20202021 for filing with the SEC. Submitted by the Audit Committee as of March 15, 2021:13, 2022: Jennifer M. Kirk (Chair) Tomago Collins Michael A. Duffy Brian S. Tyler Katharine B. Weymouth 
38 | Republic Services, Inc. 2021 Proxy Statement
Audit and Related Fees Independent Registered Public Accounting Firm Fee Information The following table discloses the fees for professional services provided by Ernst & Young LLP for the fiscal years ended December 31, 20202021 and 2019:2020: | | | | | | | | | | | | | | | 2020 | | | 2019 | | | | | | Audit Fees (1) | | | $3,356,254 | | | | $3,026,560 | | | | | | Audit-Related Fees | | | — | | | | — | | | | | | Tax Fees (2) | | | $820,052 | | | | $1,188,271 | | | | | | All Other Fees | | | — | | | | — | | | | | | Total Fees | | | $4,176,306 | | | | $4,214,831 | |
| | 2021 | | 2020 | | Audit Fees (1) | | $3,419,305 | | $3,356,254 | | Audit-Related Fees(2) | | $540,000 | | — | | Tax Fees (3) | | $684,912 | | $820,052 | | All Other Fees | | — | | — | | Total Fees | | $4,644,217 | | $4,176,306 | |
(1) | Audit Fees were primarily for professional services rendered for the audits of the consolidated financial statements and internal controls over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, the review of documents filed with the SEC, consents, comfort letters and financial accounting and reporting consultations. |
(2) | Tax FeesAudit-related fees were for professional servicesprimarily related to general tax consultation, federal and state tax planning, and state and local tax matters.pre-implementation services around the redesign of certain back-office software systems.
|
(3) | TaxFeeswereforprofessionalservicesrelatedtogeneraltaxconsultation,federalandstatetaxplanning,andstateandlocaltaxmatters. |
| Republic Services, Inc. 2022 Proxy Statement | | | 37 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Pre-Approval Policies and Procedures The Audit Committee’s policy is to pre-approve all audit services, audit-related services and other services permitted by law provided by our independent registered public accounting firm. In accordance with that policy, the Audit Committee annually pre-approves a list of specific services and categories of services, including audit, audit-related and other services, for the upcoming or current fiscal year, subject to specified cost levels. Any service that is not included in the pre-approved list of services must be separately approved by the Audit Committee. In addition, if fees for any service exceed the amount that has been pre-approved, then payment of additional fees for such service must be specifically approved by the Audit Committee before the performance of the service. From time to time, the Audit Committee may delegate fee approval authority to the Audit Committee chair. All of the services performed by Ernst & Young LLP in 20202021 were pre-approved in accordance with the pre-approval policy adopted by the Audit Committee. At each regularly scheduled Audit Committee meeting, management updates the Committee on the scope and anticipated cost of (1) any service pre-approved by the chairmanchair since the last committee meeting and (2) the projected fees for each service or group of services being provided by our independent registered public accounting firm that exceed the amount that has been pre-approved. | | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 39 |
Director Compensation When establishing and reviewing our directors’ compensation, we consider the level of work and involvement the directors have with our business. We also consider compensation paid to directors in the marketplace generally and at our peer group companies (“Peer Group”). In 2020,2021, we compensated our directors as follows: we paid each non-employee director an annual retainer of $100,000, plus an additional $165,000 in the case of our Chairman of the Board; we paid each committee chair an annual retainer of $20,000; and we granted each non-employee director RSUs based on a fair market value of $230,000 as of the date of grant (prorated for directors serving less than a full year). Cash retainers are prorated if a director serves less than a full year in the applicable position. The annual grant of RSUs to a newly appointed, non-employee director is prorated to the number of days remaining in the year. We alsodo not pay meeting fees for our Board or committee meetings but we reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. All RSUs granted to non-employee directors are fully vested upon grant. RSUs granted before 2012 will be settled upon the director’s termination of service from the Board. Beginning with grants in 2012, the RSUs are settled upon the earlier of the director’s termination of service from the Board or three years after they are granted, unless they are deferred into our DCP.Deferred Compensation Plan (DCP). RSUs are settled through the issuance of shares of our common stock. After any quarter in which dividends are distributed to shareholders, the non-employee directors receive additional RSUs with a value equal to the value of dividends they would have received had they owned the shares of stock underlying the RSUs on the dividend record date. The number of additional RSUs to be received by directors due to the declaration of dividends is based on the closing price of our stock on the dividend payment date. All compensation paid by us during 20202021 to our non-employee directors is detailed below. Mr. Vander Ark’s and Mr. Slager’s compensation is reflected in the executive compensation tables contained in this Proxy Statement, and heneither of them received noany additional compensation from us for histheir duties as a director. 38 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Director Compensation in 20202021 | | | DIRECTOR NAME | | FEES EARNED OR PAID IN CASH ($)(1) | | STOCK AWARDS ($)(2) | | TOTAL ($) | | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | | | | | Tomago Collins | | | 120,000 | | | | | 230,055 | | | | | 350,055 | | | | 120,000 | | | | 230,015 | | | | 350,015 | | | | | | | | Michael A. Duffy | | | 42,663 | | | | | 98,994 | | | | | 141,657 | | | | 100,000 | | | | 230,015 | | | | 330,015 | | | | | | | | Thomas W. Handley | | | 120,000 | | | | | 230,055 | | | | | 350,055 | | | | 120,000 | | | | 230,015 | | | | 350,015 | | | | | | | | Manuel Kadre (Chairman) | | | 265,000 | (3) | | | | 230,055 | | | | | 495,055 | | | 265,000 | (3) | | | 230,015 | | | | 495,015 | | | | | | | | Jennifer M. Kirk | | | 120,000 | | | | | 230,055 | | | | | 350,055 | | | | 120,000 | | | | 230,015 | | | | 350,015 | | | | | | | | Michael Larson | | | 120,000 | | | | | 230,055 | | | | | 350,055 | | | | 120,000 | | | | 230,015 | | | | 350,015 | | | | | | | | Kim S. Pegula | | | 100,000 | | | | | 230,055 | | | | | 330,055 | | | | 100,000 | | | | 230,015 | | | | 330,015 | | | | | | | | Ramon A. Rodriguez(4) | | | 35,440 | | | | | 230,055 | | | | | 265,495 | | | | | | | | James P. Snee | | | 100,000 | | | | | 230,055 | | | | | 330,055 | | | | 110,000 | | | | 230,015 | | | | 340,015 | | | | | | | | John M. Trani(4) | | | 35,440 | | | | | 230,055 | | | | | 265,495 | | | | | | | Brian S. Tyler | | | | 75,000 | | | | 173,313 | | | | 248,313 | | | | Sandra M. Volpe | | | 100,000 | | | | | 230,055 | | | | | 330,055 | | | | 100,000 | | | | 230,015 | | | | 330,015 | | | | | | | | Katharine B. Weymouth | | | 100,000 | | | | | 230,055 | | | | | 330,055 | | | | 100,000 | | | | 230,015 | | | | 330,015 | | |
(1) | Includes annual cash retainers and Board and committee chairmanship retainers. We do not pay meeting fees for Board or committee meetings. |
(2) | The amounts shown in this column represent the grant-date fair value of RSUs granted in 20202021 calculated in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 20202021 for a discussion of the relevant assumptions used in making such calculations. This does not include the value of additional RSUs received in lieu of dividends. Each non-employee director, other than Mr. DuffyTyler who joined the Board on July 28, 2020,April 1, 2021, received an annual grant of 2,5612,459 RSUs on January 2, 20204, 2021 with a grant date fair value of $89.83$93.54 per share, which was the closing price of our stock on the date of grant. Mr. DuffyTyler received a grant of 1,1601,738 RSUs on July 28, 2020April 1, 2021 with a grant date fair value of $85.34$99.72 per share, which was the closing price of our stock on the date of the grant. |
(3) | Mr. Kadre elected to defer a portion of his cash compensation in accordance with the DCP. |
(4) | Messrs. Rodriguez and Trani served as directors until our 2020 Annual Meeting, at which time they did not stand for re-election. The Fees Earned or Paid in Cash column represents fees for services while they were still directors.
|
40 | Republic Services, Inc. 2021 Proxy Statement
Certain Relationships and Related Party Transactions Our Related Party Transactions Policy stipulates that any transaction for which disclosure is required under Item 404 of Regulation S-K (an “S-K Transaction”) be approved by both our CEO and the Audit Committee. Generally speaking, an S-K Transaction is any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) in which Republic is a participant, the amount involved exceeds $120,000 in the aggregate, and a director, director nominee, executive officer, 5% shareholder, or immediate family member of any of the foregoing has a material interest in the transaction. The related party must disclose in writing to the Chief Legal Officer the material facts of the proposed S-K Transaction and the Chief Legal Officer (or designee) will then submit the written disclosure to the CEO and the Audit Committee for approval. If the proposed S-K Transaction involves the Chief Legal Officer, the written disclosure must be provided to the CEO. As part of its due diligence, the Audit Committee will review and determine, with the advice and assistance of such advisors as it deems appropriate, whether the S-K Transaction would present an improper conflict of interest. In making this determination, the Audit Committee may consider the following factors, among others: (1) whether the transaction terms are at least as favorable to us as those that could be obtained in a transaction between us and an unrelated party; (2) whether there are any compelling business reasons for us to enter into the transaction; and (3) whether the transaction would impair the independence of an otherwise independent director. Entities Affiliated with Kim S. Pegula During 2016, Allied Waste Services of North America LLC, a subsidiary of the Company, entered into separate multi-year sponsorship agreements with HarborCenter Operating, LLC (“HCO”) and Buffalo Bills, LLC (“Buffalo Bills”), two entities that are co-owned by Ms. Pegula and her husband. Each of the multi-year sponsorship agreements relate to a sustainability initiative whereby the Company promoted various sustainability projects and provided recycling and waste services in exchange for certain promotional rights. In July 2017, Ms. Pegula became a member of our Board. The HCO agreement terminated in December 2019, and the Buffalo Bills agreement with Republic ended in July 2020. Accordingly, the Company did not make any payments to these entities in 2020.
In addition, throughThrough several of the Company’s subsidiaries, the Company provides waste and/or recycling collection services to sevenfive facilities in which Ms. Pegula or her immediate family members have an ownership interest. In 2020,2021, the Company received an aggregate of approximately $176,714$70,400 for services provided to these facilities. Ms. Pegula did not initiate or negotiate any of the arrangements we have with the affiliated entities, all of the business dealings were entered into in the ordinary course of business prior to Ms. Pegula assuming her role on our Board, and our arrangements with such entities are on terms no more favorable to them than terms that would be available to unaffiliated third parties under the same or similar circumstances.
| | | | | | | | | Republic Services, Inc. 20212022 Proxy Statement | | 41 | 39 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Security Ownership of the BoardBoard of Directors and Management The following table shows certain information as of March 22, 202116, 2022, with respect to the beneficial ownership of common stock and RSUs by (1) our current directors, (2) each of the named executive officers, and (3) all of our current directors and all executive officers as a group. We have adjusted share amounts and percentages shown for each individual in the table to give effect to shares of common stock that are not outstanding but which the individual may acquire upon exercise of options exercisable within 60 days after March 22, 2021.16, 2022. However, we do not deem these shares to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other individual listed on the table. RSUs and PSUs are not considered common stock that is beneficially owned for SEC disclosure purposes. We have included RSUs in this table because they are similar to or track our common stock, they represent an investment risk in the performance of our common stock, they are settled through the issuance of shares of our common stock, and they receive dividend equivalents in the form of additional RSUs each time a dividend is paid on our common stock. The Board has considered the use of RSUs as opposed to common stock for directors and believes that RSUs align the directors with our shareholders’ long-term interests as much as common stock would. | | SHARES BENEFICIALLY OWNED(a) | | | | | | NAME OF BENEFICIAL OWNER | | NUMBER(b) | PERCENT(c) | | RESTRICTED STOCK UNITS(d)(e) | Manuel Kadre | | | 4,245 | | | | — | | | 32,785 | | | Tomago Collins | | | 12,149 | | | | — | | | 14,102 | | | Michael A. Duffy | | | — | | | | — | | | 5,399 | | | Thomas W. Handley | | | 1,949 | | | | — | | | 18,282 | | | Jennifer M. Kirk | | | 3,449 | | | | — | | | 18,282 | | | Michael Larson | | | 49,513 | | | | — | | | 41,341 | | | Kim S. Pegula | | | 8,660 | | | | — | | | 6,874 | | | James P. Snee | | 5,025 | | | | — | | | 6,874 | | | Brian S. Tyler | | 5 | (1) | | | — | | | 3,468 | | | Sandra M. Volpe | | 100 | | | | — | | | 18,282 | | | Katharine B. Weymouth | | 848 | | | | — | | | 10,277 | | | Jon Vander Ark | | | 23,958 | | | | — | | | 133,314 | | | Brian M. DelGhiaccio | | | 10,357 | (2) | | | — | | | 35,976 | | | Catharine D. Ellingsen | | | 29,692 | | | | — | | | 15,969 | | | Jeffrey A. Hughes | | | 13,604 | | | | — | | | 84,406 | | | Timothy E. Stuart | | | 12,914 | (3) | | | — | | 72,971 | | | Donald W. Slager | | | 72,355 | | | | — | | | — | | | All current directors and all current executive officers as a group (20 persons) | | | 200,818 | (4) | | 0.06% | | | 620,216 | | |
| | | | | | | | | | | | | | SHARES BENEFICIALLY OWNED(a) | | | | | | | | | NAME OF BENEFICIAL OWNER | | NUMBER(b) | | | PERCENT(c) | | RESTRICTED STOCK UNITS(d)(e) | | | | | | | Manuel Kadre | | | 4,245 | | | — | | | 30,621 | | | | | | | Tomago Collins | | | 9,879 | | | — | | | 16,332 | | | | | | | Michael A. Duffy | | | — | | | — | | | 3,640 | | | | | | | Thomas W. Handley | | | 1,949 | | | — | | | 16,332 | | | | | | | Jennifer M. Kirk | | | 3,449 | | | — | | | 16,332 | | | | | | | Michael Larson | | | 46,110 | | | — | | | 42,403 | | | | | | | Kim S. Pegula | | | 5,257 | | | — | | | 8,445 | | | | | | | Donald W. Slager | | | 348,325 | (1) | | — | | | 85,273 | | | | | | | James P. Snee | | | — | | | — | | | 10,054 | | | | | | | Brian S. Tyler | | | 5 | (2) | | — | | | — | | | | | | | Sandra M. Volpe | | | — | | | — | | | 16,332 | | | | | | | Katharine B. Weymouth | | | — | | | — | | | 9,284 | | | | | | | Brian M. DelGhiaccio | | | 8,841 | (3) | | — | | | 31,637 | | | | | | | Catharine D. Ellingsen | | | 22,564 | | | — | | | 17,294 | | | | | | | Charles F. Serianni | | | 45,541 | (4) | | — | | | 43,735 | | | | | | | Timothy E. Stuart | | | 13,463 | (5) | | — | | | 73,785 | | | | | | | Jon Vander Ark | | | 11,995 | | | — | | | 123,407 | | | | | | All current directors and all current executive officers as a group (19 persons) | | | 553,718 | (6) | | 0.2% | | | 704,624 | |
40 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
(a) | Excludes the units in the last column of this table. Unless otherwise noted, each of our directors and executive officers has sole voting power and sole dispositive power with respect to the shares listed. |
(b) | All share numbers have been rounded to the nearest whole share number and include any restricted shares. |
(c) | Calculated in accordance with Rule 13d-3 under the Exchange Act, and based on 318,998,900315,784,692 shares of common stock issued and outstanding at the close of business on |
| March 22, 2021.16, 2022. Each of our directors and named executive officers beneficially owns less than 1% of our outstanding common stock. |
(d)(d)
| The numbers in this column represent outstanding RSUs, both vested and unvested, including RSUs represented as units in the DCP’s Stock Unit Fund, and earned PSUs held in the DCP. For further discussion of RSUs and PSUs refer to “Director Compensation” and “Executive Compensation — Components of Executive Compensation.” |
42 | Republic Services, Inc. 2021 Proxy Statement
(e) | Excluded from this column are units in the DCP’s stock investment fund, a measurement fund under which units are equal in value to shares of the Company’s common stock and are settled in cash. These units apply for purposes of our stock ownership guidelines, and Ms. Ellingsen and Messrs. SerianniHughes and Stuart hold 19,57119,865 units, 347,600 units and 13,67213,876 units, respectively. |
(1)(
| The aggregate amount of common stock beneficially owned by Mr. Slager consists of 348,062 shares owned directly by him and 263 shares owned through our 401(k) Plan.1)
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(2) | Prior to his election to the Board on April 1, 2021, Mr. Tyler owned 5 shares of Republic common stock. |
(3)(2)
| The aggregate amount of common stock beneficially owned by Mr. DelGhiaccio consists of 5,1076,567 shares owned directly by him and 3,7343,790 shares owned through our Employee Stock Purchase Plan (“ESPP”). |
(4)(
| The aggregate amount of common stock beneficially owned by Mr. Serianni consists of 41,586 shares owned directly by him, 1,454 shares owned through our ESPP and 2,501 shares owned through our 401(k) Plan.3)
|
(5) | The aggregate amount of common stock beneficially owned by Mr. Stuart consists of 12,78812,239 shares owned directly by him and 675 shares owned through our ESPP. |
(6)(4)
| The aggregate amount of common stock beneficially owned by all current directors and all executive officers as a group consists of (a) 545,091196,353 shares owned directly, and (b) 5,8634,465 shares owned through our ESPP, and (c) 2,764 shares owned through our 401(k) Plan.ESPP. |
Sustainability in action David V. flipping the switch that Lights a city A name link apex isn,t one to be given out lightly. BY Definition, it only goes to the biggest and the best, which is why it.s the name of the landfill outside las vegas, which stands 500 feel tall and takes in up to 16 million pounds of waste per day. David V. relies on his decades of experience to ensure operations run smoothly at Apex, including one of the more intriguing aspects of the landfill, harnessing the waste to help power the city. Apex captures the methane created by the waste in the landfill and converts it into enough energy to power 11,000 homes. | Republic Services, Inc. 2022 Proxy Statement | | | 41 |
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Security Ownership of FiveFive Percent Shareholders The following table shows certain information as of March 22, 202116, 2022, with respect to the beneficial ownership of common stock by each of our shareholders who we know is a beneficial owner of more than 5% of our outstanding common stock. | | | | | | | | | | | | | | SHARES BENEFICIALLY OWNED | | | | | NAME OF BENEFICIAL OWNER | | NUMBER | | PERCENT(1) | | | | William H. Gates III Cascade Investment, L.L.C. 2365 Carillon Point, Kirkland, WA 98033 | | | | 108,802,519 | (2) | | | | 34.1 | % | | | | BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | | | | 20,203,394 | (3) | | | | 6.3 | % | | | | The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | | | | 18,230,486 | (4) | | | | 5.7 | % |
| | SHARES BENEFICIALLY OWNED | NAME OF BENEFICIAL OWNER | | NUMBER | PERCENT(1) | William H. Gates III Cascade Investment, L.L.C. 2365 Carillon Point, Kirkland, WA 98033 | | 109,812,574(2) | 34.8% | BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | | 20,657,599(3) | 6.5% | The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | | 17,632,225(4) | 5.6% |
(1) | Calculated in accordance with Rule 13d-3 under the Exchange Act, based on 318,998,900315,784,692 shares of common stock outstanding at the close of business on March 22, 2021.16, 2022. |
(2) | Based on athe Form 4, Statement of Changes in Beneficial Ownership, dated February 24, 2022, filed by Mr. Gates and Cascade Investment, L.L.C. (“Cascade”). The Schedule 13D/A filed with the SEC by Mr. Gates and Cascade Investment, L.L.C. (“Cascade”), last updated as of July 27, 2018. Allon February 18, 2022, discloses that all shares of our common stock held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade. Mr. Gates’ address is 2365 Carillon Point, Kirkland, WA 98033. AsThe Schedule 13D/A also discloses that, as the sole member of Cascade, Mr. Gates has sole voting power and sole dispositive power with respect to 108,802,519109,175,321 shares. |
(3) | Based on a Schedule 13G/A filed with the SEC as of December 31, 2020,on February 1, 2022, BlackRock, Inc. (“BlackRock”), 55 East |
| 52nd Street, New York, NY 10055, is the beneficial owner of 20,203,39420,657,599 shares. BlackRock reports that it has sole voting power with respect to 18,462,58418,389,115 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 20,203,39420,657,599 shares and shared dispositive power with respect to 0 shares, as of December 31, 2020.2021. |
(4) | Based on a Schedule 13G/A filed with the SEC as of December 31, 2020,on February 9, 2022, The Vanguard Group, 100 Vanguard Boulevard, Malvern, PA 19355, is the beneficial owner of 18,230,48617,632,225 shares. The Vanguard Group reports that it has sole voting power with respect to 0 shares, shared voting power with respect to 429,470334,721 shares, sole dispositive power with respect to 17,222,03916,781,894 shares and shared dispositive power with respect to 1,008,447 shares,850,331shares, as of December 31, 2020.2021. |
Delinquent Section 16(a) Reports Based solely upon a review of (1) Forms 3 and 4 and amendments to each form furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during our fiscal year ended December 31, 2021, (2) any Form 5’s and amendments to each form furnished to us with respect to such fiscal year, and (3) any written representations referred to us under subparagraph (b)(1) of Item 405 of Regulation S-K under the Exchange Act with respect to such fiscal year, no person who at any time during such fiscal year was a director, Section 16(a) officer or, to our knowledge, a beneficial owner of more than 10% of our common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during such fiscal year. 42 | | | Republic Services, Inc. 2022 Proxy Statement | | | | | | |
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Executive Compensation
Graphic
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46 | Republic Services, Inc. 2021 Proxy Statement
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This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation program for 2020.2021. This CD&A focuses on the compensation of the named executive officers listed in the Summary Compensation Table. EXECUTIVE OFFICERSExecutive Officers
Our executive officers serve at the Board’s pleasure and are subject to annual appointment by the Board. Our current executive officers are as follows:1 | | | | | | | | EXECUTIVE NAME | AGE | AGE | | POSITION | | | | Donald W. SlagerJon Vander Ark
| 46 | 59
| | President and Chief Executive Officer | | | | | | | | | Brian M. DelGhiaccio | | 4748
| | Executive Vice President, Chief Financial Officer | | | | | | | | | Brian A. Bales | | 5859
| | Executive Vice President, Chief Development Officer | Sumona De Graaf | 37 | | | | | | Executive Vice President, Chief Human Resources Officer | Catharine D. Ellingsen | | 57 | | Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, and Corporate Secretary | | | | | | | | | Jeffrey A. HughesAmanda Hodges
| | 6449
| | Executive Vice President, Chief AdministrativeMarketing Officer | Katrina Liddell | 41 | | | | | | Executive Vice President, Chief Commercial Officer | Timothy E. Stuart | | 5354
| | Executive Vice President, Chief Operating Officer |
| | | | | | | Jon Vander Ark For biographical information about Mr. Vander Ark, see “Board of Directors and Corporate Governance — Biographical Information Regarding Director Nominees.” | Jon Vander Ark
| | 45
| | President
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| | |  | | Donald W. Slager
| Mr. Slager was named Chief Executive Officer in 2011. Mr. Slager has over 40 years of experience in the industry, starting his career as a teenager and subsequently working at all levels within the organization. He has served Republic Services and its legacy companies for more than 35 years in a wide variety of leadership positions, including President and Chief Operating Officer of Republic Services prior to becoming CEO in 2011. Mr. Slager held management roles of increasing responsibility including Senior Vice President of Operations, Region President, Area President and General Manager. Mr. Slager serves on the Board of Directors of Martin Marietta, Inc. Mr. Slager submitted notice of his intent to retire from the Company effective June 25, 2021.
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| | | | | | |  | | Brian M. DelGhiaccio Mr. DelGhiaccio was named Executive Vice President, Chief Financial Officer in June 2020. Mr. DelGhiaccio has over 20 years of experience in a variety of roles of increasing responsibility. He was named Executive Vice President and Chief Transformation Officer in June 2019. Before that, Mr. DelGhiaccio served as Vice President, Investor Relations from 2012 to 2014, progressed to Senior Vice President, Finance from 2014 to 2017 and then to Senior Vice President, Business Transformation in 2017. Prior to his time at Republic Services, Mr. DelGhiaccio was a senior consultant with Arthur Andersen. | | | | | | 
| |  | | Brian A. Bales Mr. Bales was named Executive Vice President, Chief Development Officer in February 2015. Mr. Bales has been with Republic for over 20 years, serving as Executive Vice President, Business Development from December 2008 to February 2015, and Vice President, Corporate Development from 1998 to December 2008. Prior to his time at Republic, Mr. Bales held roles of increasing responsibility in finance and business development for Ryder System, Inc. from 1993 to 1998, and served as chief financial officer for EDIFEX & VTA Communications from 1988 through 1993. Prior to that, Mr. Bales was an accountant for PwC (formerly Price Waterhouse) from 1986 to 1988. Mr. Bales serves on the Board of Directors of Insurance Auto Auctions, Inc. | | | 1As previously announced, Jeffrey A. Hughes, Executive Vice President, Chief Administrative Officer will retire from the Company effective April 1, 2022. |
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| | Sumona De Graaf Ms. De Graaf was named Executive Vice President, Chief Human Resources Officer effective January 2022. Ms. De Graaf joined the Company in January 2020 as Senior Vice President and Chief Human Resources Officer where she was responsible for overseeing and executing our talent strategy. Prior to joining the Company, from June 2015 to January 2020, Ms. De Graaf worked for ghSMART advising boards and coaching executive leaders. Before ghSMART, Ms. De Graaf was the Global Head of Career Development at Bloomberg LP and held roles in learning and diversity for both American Express and Goldman Sachs. | |  | | | |
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| | |  | | Catharine D. Ellingsen Ms. Ellingsen was named Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, and Corporate Secretary in June 2016. Ms. Ellingsen joined the Company as Corporate Counsel in August 2001 and has experience in a variety of roles of increasing responsibility. She was named Managing Corporate Counsel in January 2003, Director, Legal and Associate General Counsel in January 2005, and Vice President and Deputy General Counsel in June 2007. Ms. Ellingsen was named Senior Vice President, Human Resources in August 2011 and served in that position until June 2016. Before joining the Company, Ms. Ellingsen was an attorney at Steptoe & Johnson LLP from 1996 to 2001 and at Bryan Cave LLP from 1993 to 1996. Ms. Ellingsen serves on the Boards of Directors of Daseke, Inc., Bunker Hill Group and Nebraska Distributing Company. | | | | | | | |  | 
| Jeffrey A. Hughes
| Amanda Hodges Mr. HughesMs. Hodges was named Executive Vice President, Chief AdministrativeMarketing Officer in December 2008. Before that, Mr. Hughes servedNovember 2020. In this role, Ms. Hodges oversees marketing, communications, product development, customer engagement, and revenue oversight for the Company. Prior to joining Republic, Ms. Hodges spent 15 years in leadership roles for Dell Technologies, most recently serving as Senior Vice President Eastern Region Operations from 2004 to 2008, Assistantof North America Marketing and the Global Executive Briefing Program. Before joining Dell, Ms. Hodges worked as a consultant for McKinsey & Company.
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| | Katrina Liddell Ms. Liddell was named Executive Vice President, of Operations SupportChief Commercial Officer in June 2021. In this role, she is responsible for leading the Company’s Sales organization, which includes Field Sales, National Accounts, Manufacturing and Environmental Services, and Municipal Services. She also oversees the Customer Resource Centers. Prior to joining the Company, Ms. Liddell held leadership positions at XPO Logistics Inc., a global transportation and contract logistics company, as President, Global Forwarding and Expedite from 1999August 2020 to 2004June 2021 and as a District ManagerSenior Vice President, Sales – North American Transportation from 1988August 2018 to 1999. Mr. Hughes has over 30August 2019. Before joining XPO Logistics, Inc., Ms. Liddell spent 14 years of experiencewith Johnson Controls International, where she held senior leadership roles in the solid waste industry. Mr. Hughes submitted notice of his intent to retire from his current position effective April 1, 2022.enterprise account management, vertical market development, operations, product development and customer relations. | | | | | | 
| |  | | Timothy E. Stuart Mr. Stuart was named Executive Vice President, Chief Operating Officer in May 2019. Prior to his current role, Mr. Stuart served as Executive Vice President, Operations from January 2016 to May 2019, where he was responsible for maximizing field performance, executing the operating plan, and achieving financial and operational results across the Company. Mr. Stuart has over 20 years of experience in the waste industry. He previously served as the Company’s East Region President from September 2013 to January 2016. He joined Republic in April 2006 as Director of Operations, and has held a variety of roles with the Company, including Area President, Vice President of Customer Experience, and Region Vice President. Mr. Stuart serves on the Board of Directors of Romeo Power, Inc. | | | | |
| Republic Services, Inc. 2022 Proxy Statement | | | 47 |
| | | | | | |  | | Jon Vander Ark
Mr. Vander Ark was named President in May 2019, and is responsible for overseeing the Company’s operations, sales, marketing and business development. Mr. Vander Ark served as the Company’s Executive Vice President, Chief Operating Officer from January 2018 to May 2019. Prior to that, Mr. Vander Ark served as the Company’s Executive Vice President, Operations from March 2016 to January 2018. Mr. Vander Ark joined the Company in January 2013 as Executive Vice President, Chief Marketing Officer. Prior to joining the Company, he served as a partner at McKinsey & Company’s Detroit office, managing clients across a variety of industries, including transportation, logistics, manufacturing and consumer products. The Board unanimously elected Mr. Vander Ark to succeed Mr. Slager as Chief Executive Officer, effective June 25, 2021.
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48 | Republic Services, Inc. 2021 Proxy Statement
Executive Summary and Business Strategy
EXECUTIVE SUMMARY
Business and Strategy Overview
Republic is one of the largest providers of environmental services in the United States. As of December 31, 2020,2021, we operated facilities in 41 states through 345356 collection operations, 220239 transfer stations, 186198 active landfills, 7671 recycling processing centers, 63 treatment, recovery and disposal facilities, 9 salt water3 treatment, storage and disposal facilities (TSDFs), 6 saltwater disposal wells, and 7 deep injection wells. We were engaged in 7577 landfill gas-to-energy and renewable energy projects and had post-closure responsibility for 128124 closed landfills.
Business Strategy We believe our products and services are valuable to our customers and essential for long-term sustainability. Our focus on and commitment to sustainability allows us to attract and retain the best talent, win more customers, increase loyalty, and ultimately drive increased revenue, profits, and cash flow, creating long-term shareholder value. | | |  | | Our strategy is designed to generate profitable growth by sustainably managing our customers’ needs.partnering with customers to create a more sustainable world. | | |
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Foundational Elements Our strategy is designed to generate profitable growth by sustainably managing our customers’ needs,partnering with customers to create a more sustainable world, and it is underpinned by three foundational elements – (1) market position, (2) operating model, and (3) management of human capital through our people and talent agenda. Market Position– Our goal is to develop the best vertically integrated market position to enable us to build density and improve returns. We strive to have a number one or number two market position in each of the markets we serve. In addition to organic growth, we grow through acquisition of high-quality assets. Operating Model– Our operating model allows us to deliver a consistent, high-quality service to all our customers through the Republic Way: One Way. Everywhere. Every day. The Republic Way is the key to harnessing the best of what we do as operators and translating that across all facets of our business. Key elements of our operating model are our matrix organization, fleet automation, compressed natural gas vehicles, fleet electrification and standardized maintenance. Human Capital ManagementPeople and Talent Agenda– Our managementBeing human-centered is at the core of human capital is embodied in our robust people and talent agenda, the goal of which is to maintain an environment that attracts, retains and motivates the best talent.agenda. Our 35,000 employees continue to beare a critical component in successfully executing our strategy and running our operations. We aspire to always be a company where the best people, with exceptional talents and diverse backgrounds, can thrive, and we foster a culture of caring where people feel respected, supported and encouraged to bring their best selves to work. We are dedicated to driving our human capital objectives,people and talent agenda, which include:includes:
Representing• representing the diversity of the communities we serve and sustaining a safe, inclusive and ethical culture; Maintaining• maintaining a highly engaged workforce; Preparing• preparing talent through learning and development experiences; and Offering• offering compensation and benefits that attract, retain and motivate the best workforce. To effectively execute our strategic plan, we prioritize the development of and investment in capabilities that will differentiate us in the marketplace. 
Differentiating Capabilities CUSTOMER ZEAL SUSTAINABILITY DIGITALDIFFERENTIATING CAPABILITIES Customer Zeal Digital Sustainability Drive customer loyalty by offering Protect our Blue Planet(R) by providing Leverage data and technology to differentiated products and services specifically customers with environmentally enhance service offerings and drive designed to meet our customers'customers’ needs responsibleProvide a consistent experience across our business while enabling customers to do business with us through more channels and with better access to information Provide customers with sustainable solutions operational efficienciesthat support a cleaner, safer and healthier world Improved NPS score Ambitious 2030customer retention to 95% in2021 RISE platform implemented 7 points in 2020 Sustainability Goals in all locationsTablets enabled over 1 million automated customer notifications Ambitios2030 sustainability goals
48 | | | Republic Services, Inc. 2022 Proxy Statement | |
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| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
20202021 Business and PerformancePerformance Highlights
During 2020,2021, we continued to create value for our shareholders. Our performance reflects the strong foundation we have built over the last decade and the resiliency of our business.continued progress on our strategic priorities. We continue to focus on executing our strategy designed to generate profitable growth by sustainably managing our customers’ needs, managing our cost structure, generating consistent earnings and free cash flow growth, improving return on invested capital, and increasing cash returns to our shareholders. Highlights of the year include: | • | | Outperformed our upwardly revised adjusted earnings per share (“EPS”) and adjusted free cash flow (“FCF”) guidance despite volume declines related to the COVID-19 pandemic(1)(1); |
| • | | Full-year adjusted EBITDA(1)(1) margin was 29.4%30.0%, a 13060 basis point improvement over the prior year; |
| • | | Full-year diluted EPS was $3.02$4.04 per share and full-year adjusted EPS(1)(1) was $3.56$4.17 per share. Adjusted EPS increased 817 percent over the prior year; |
| • | | Full-year cash provided by operating activities was $2.47$2.79 billion and adjusted FCF(1)(1) was $1.24$1.52 billion; |
| • | | Improved adjusted FCF(1)(1) conversion to 41.3%44.8%, a 70350 basis point improvement over the prior year; |
Invested over $600 million$1 billion in acquisitions during 2020;2021; Returned $621$805 million to shareholders in 20202021 through dividends and share repurchases; and Received many notable awards for our continued leadership in Environmental, Social and Governance (ESG), including: Named to Barron’s 2021 “1002022 100 Most Sustainable Companies”Companies list; Named as a 20212022 S&P Global Sustainability Yearbook Member; Included in the Dow Jones Sustainability World and North America IndicesIndex for the fifthsixth consecutive year; Listed as one of the “World’s Most Ethical Companies” in 2020 by the Ethisphere Institute;
Named to the Forbes 2020 list of Best Employers for Women; and
Named to 3BL Media’s 20202021 100 best corporate citizensBest Corporate Citizens list; Certified as a 2021-2022 Great Place to Work; and Named to People’s 2021 Companies that Care list. (1) | Adjusted EPS, adjusted EBITDA and adjusted FCF are non-GAAP financial measures. For a reconciliation of such non-GAAP measures to the comparable measures calculated in accordance with GAAP, see “Reconciliation of GAAP to Non-GAAP Financial Measures” in the Annex on page 97.98. | |
Adjusted EPS(1) 3-Year EPS CAGReps adjusted free cash flow adjusted ebitda margin free cash flow conversion $4.50 $4.00 $3.00 $2.50 $3.30 $3.56 $4.17 2019 2020 2021 $1,600 $1,450 $1,300 $1,150 $1,000 $1,174 $1,236 $1,515 2019 2020 2021 30% 29% 28% 27% 26% 28.1% 29.4% 30% 2019 2020 2021 38% 40% 42% 44% 46% 40.6% 41.3% 44.8% 2019 2020 2021 3-year eps cagr of 14% Adjusted Free Cash Flow(1) 3-Year FCF CAGR11% 3year fcf cagr of 10% Adjusted EBITDA Margin(1) Continuedcontinued margin expansion Free Cash Flow Conversion(1) Continued FCFcontinued fcf conversion improvement (1) | See “Reconciliation of GAAP to Non-GAAP Financial Measures” in the Annex on page 97.See “Reconciliation of GAAP to Non-GAAP Financial Measures” in the Annex on page 98. For comparative purposes, prior year amounts have been reclassified to conform to current year presentation.
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50 | Republic Services, Inc. 2021 Proxy Statement
Focused Capital Allocation Strategy to Increase Shareholder Value Creation Our balanced capital allocation practices prioritize reinvesting into the business and then returning cash to shareholders while maintaining an investment-grade credit rating. 
Improved FCF Return of Capitalcapital & Accelerated M&A Business Growth Continueaccelerated m&a improved fcf business growth continue balanced approach to capital allocation Accelerated Maccelerated m&A Organicorganic growth Tuck-ins New platforms Improvedtuck-ins improved market vertical mix Differentiatingdifferentiating capabilities Commitmentcommitment to FCFfcf conversion
Performance | Republic Services, Inc. 2022 Proxy Statement | | | 49 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Performance Metrics Used and Why We Use Them We believe the performance metrics we use for our executive compensation program are strongly aligned with shareholder interests and support our business strategy. For the past several years, our executive compensation program has used an EPS measure (“EPS Measure”) and a FCF measure (“FCF Measure”) as metrics for our annual cash incentive plan, and return on invested capital (“ROIC”), cash flow value creation (“CFVC”), and relative total shareholder return (“RTSR”) as metrics for our long-term incentive (“LTI”) plan. Our shareholders have told us that these metrics align well with their interests. The following graphic describes the performance metrics applied to both the annual incentive plan and LTI plan in 20202021 as well as how they align with our strategic goals: 20202021 Metrics and Alignment with Strategy(1)(1)
ANNUAL CASH INCENTIVE PERFORMANCE-BASED LTI AWARD EPS MeasureAnnual cash incentive performance-based lti award eps measure 50% FCF Measurefcf measure 50% Ourreturn on invested capital 40% cash flow value creation 40% relative total shareholder return 20% our annual incentive metrics are designed to encourage profitable growth and are widely accepted by the investment community as important performance metrics. Return On Invested Capital 40% Cash Flow Value Creation 40% Relative Total Shareholder Return 20%performance. Our LTllti metrics are designed to grow our business with an emphasis on cash flow while maximizing investment returns and aligning interestsinterest between our executives and shareholders.
(1) | CFVCCFVCandROICareadjustedtoexclude net gainsorlossesondivestitures, impairments of goodwill and ROIC are adjusted to exclude net gains or losses on divestituresother costs and impairments losses recorded on the extinguishmentresulting from exiting a business,lossesrecordedontheextinguishmentofdebtinstruments,costs associatedwithwithdrawalfromorterminationofmulti-employerpensionplans, material changes caused by new accounting rules or new interpretations of debt instruments,previous accounting rules and costs associated with withdrawal fromother similar events or termination of multi-employer pension plans.circumstances.
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| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 51 |
Annual incentive metrics are designed to encourage profitably growing the business, and are widely accepted by the investment community as two important ways to measure a company’s worth. They are: focused on growth drivers that management can control or influence; and computed on a per-share basis, which incorporates the dilutive impact to shareholders from issuing equity. emphasizes the quality of earnings; and incorporates the level of capital expenditures deployed to generate future growth. ESG Adjustment (beginning in 2022): additional adjustment, up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals. Long term incentive compensation metrics are designed to grow our capacity to generate future earnings rather than “harvesting the business.” This is accomplished by focusing on three-year goals rather than short-term gains as follows:based on the following metrics: emphasizes maximizing investment returns; focuses management on cost controls and margin expansion; and incentivizes management to make better use of existing assets. CFVC – a measure of economic value added (40% in 2020)2021): focuses on building the business with an emphasis on cash flow; includes a capital charge to promote disciplined capital spending; and ensures alignment of goals and objectives at all levels of the organization. aligned with the investment community; and a relative measure so management is not rewarded or penalized for broader market conditions. | | | | Beginning in 2022, the annual incentives for senior executives including our NEOs may also be adjusted up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals. | |
50 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Although the FCF Measure used for our annual incentive and the CFVC used for our LTIs may appear similar, the measures are discretedistinct and support different objectives. | | | | | | | | | | FREE CASH FLOW | | CASH FLOW VALUE CREATION | | | | Calculation | | FCF = Cash Flow from Operations – Net Capital Expenditures | | CFVC = Net Operating Profit After Tax – (Average Net Assets x Capital Charge) | | | | Rationale for Use as
Performance Metric | | • Reflects strength of the Company’s cash
flows on an annual basis and quality of the Company’s earnings • Measures the Company’s ability to generate
cash flow in excess of capital
expenditures | | • Includes a capital charge on net assets to promote business growth through disciplined investments • Reflects creation of value over the long term |
Please refer to the Annex on page 98 for details regarding the calculation of our actual results for 2018, 2019, 2020, and 20202021 for the EPS Measure, FCF Measure, CFVC, and ROIC.
Setting Robust Performance Targets We develop rigorous performance metrics on a bottom-up basis – reflecting both management initiatives and the impact of external factors. To align management incentives, our metrics and performance targets focus on factors that management can impact rather than on external factors not under management’s control or ability to mitigate. The performance metrics used in the annual incentive plan and the PSUs (other than the RTSR metric used for the PSUs and weighted at 20%) are directly tied to management’s ability to increase shareholder value. In setting performance targets for the annual incentive plan and for the three-year PSU performance cycle, the Talent & Compensation Committee considers the macro-economic environment, industry-specific conditions, prior-year actual performance, tax conditions and changes in regulations and laws. The Talent & Compensation Committee also considers recent trends and developments in the business that are expected to impact financial results. It confirms that performance targets align with our published earnings guidance, which assures that they are transparent and reward management only if management is successful in achieving financial results that align with the expectations we communicate externally. Based on this due diligence, the Talent & Compensation Committee sets rigorous, but reasonable, performance goals for the business. We haveDespite the potential adverse impacts arising from the COVID-19 pandemic over the past two years, the Talent & Compensation Committee determined not adjustedto adjust the performance period, performance metrics or performance targets for the annual incentive plan or for any PSU performance cycle to account for any potential adverse impacts arising fromcycle. Moreover, the COVID-19 pandemic. Moreover, theTalent & Compensation Committee did not employ upward discretion to increase any annual incentive payments or PSUsPSU performance results to account for COVID-19 impacts.
52 | Republic Services, Inc. The Talent & Compensation Committee did believe it was important to provide incentive for our NEOs to achieve metrics that due to the pandemic were naturally more challenging to achieve than when they were originally set. The Talent & Compensation Committee determined the best option to do this was through a modestly higher 2021 Proxy Statement
The following table sets forthPSU grant for our NEOs, while maintaining the process for settinghighly rigorous performance targets that are aligned closely with shareholder value creation.
MANAGEMENT INITIATIVES Profitable Revenue Growth Controllable Operating Expenses Capital Investment M&A (Tuck-in) SELECTED EXTERNAL FACTORS Volume/Macroeconomic Environment CPI Impact on Pricing Diesel/Other Commodity Prices RegulatoryCVFC and Tax Law Changes FINANCIAL RESULTS EPS Free Cash Flow Cash Flow Value Creation ROIC VALUE CREATION Stock Price Appreciation Shareholder Return Our compensation program is focused on achieving key financial results that support shareholder value creation.targets.
Progress towards our sustainability goals is included within each of our management initiatives. As a result, there is already a direct line from our ESG initiatives to our business results, our culture and strategy and thus, to our performance based executive compensation program. In addition, beginning in 2022, the annual incentives for senior executives including our NEOs may also be adjusted up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals. | Republic Services, Inc. 2022 Proxy Statement | | | 51 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
The following table sets forth the process for setting rigorous performance targets that are aligned closely with shareholder value creation. 
Engagement and retention program profitable revenue growth controllable operating expenses capita investment m&a (tuck-in) selected external factors volume/ macroeconomic environment cpi impact on pricing diesel/other commodity prices regulatory and tax law changes results eps free cash flow cash flow value creation roic esg value creation stock price appreciation shareholders return our compensation program is focused on achieving key financial result that support shareholders value creation The following tables compare targeted metrics with actual outcomes for each performance measure in the 20182019 through 20202021 NEO compensation program.
| | | LINKING PAY TO MANAGEMENT PERFORMANCE | | | |
• Republic’s financial performance is driven by both management performance and external factors • We use performance metrics that ensure alignment between management and shareholders by primarily focusing on value-creating measures within management’s control • Majority of each NEO’s total compensation is performance-based • Our goal is to create shareholder value, regardless of the business environment | | | |
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| | | | | GOAL SETTING PROCESS | | | | | • Metrics with proven record of driving shareholder value are selected for annual and long-term incentive plans, including EPS, FCF, ROIC, CFVC and RTSR • Budget, strategy, long-term performance history, macro-economic and other external factors are considered in setting each year’s targets • InputThe Talent & Compensation Committee considers input from shareholders, the Compensation Committee,Board and management is considered in setting incentive performance targets and ranges | | | |
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The annual incentive for our NEOs paid out at 140% of target in 2019, 125% of target in 2020 and 200% of target in 2021. Performance Shares for our NEOs paid out at 103.9% of target for 2017-2019, 99.0% of target for 2018-2020, and 94.3% of target for 2019 – 2021. Please refer to the Annex on page 98 for details regarding the calculation of our actual results for 2019, 2020 and 2021 for the EPS Measure, FCF Measure, CFVC and ROIC. | | 2019 | 2020 | 2021 | | | | | | | | | EPS MEASURE TARGET | | $3.25 | $3.53 | $3.76 | | | | | | | | | | | | | | | | EPS MEASURE ACTUAL | | $3.33 | $3.58 | $4.10 | | | | | | | | | | | | | | | | FCF MEASURE TARGET | | $1,130 | $1,146 | $1,385 | | | | | | | | | | | | | | | | FCF MEASURE ACTUAL | | $1,173 | $1,262 | $1,515 | | | | | | | | | | | | | | | | ANNUAL INCENTIVE PAYOUT | | 140% | 125% | 200% | | | | | | | | |
| The annual incentive for our NEOs paid out at 125% of target in 2018, 140% of target in 2019 and 125% of target in 2020. Please refer to the Annex on page 98 for details regarding the calculation of our actual results for 2018, 2019 and 2020 for the EPS Measure, FCF Measure, CFVC and ROIC. |
| | | | | | | | | | | | | | | | | | | | | | | 2018 | | 2019 | | 2020 | EPS MEASURE TARGET | | $3.08 | | $3.25 | | $3.53 | EPS MEASURE ACTUAL | | $3.13 | | $3.33 | | $3.58 | | | $1,065 | | $1,130 | | $1,146 | FCF MEASURE TARGET | FCF MEASURE ACTUAL | | $1,152 | | $1,173 | | $1,262 | |
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ANNUAL INCENTIVE PAYOUT | | 125% | | 140% | | 125% |
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| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
ANNUAL CASH INCENTIVE
Annual cash incentive target actual EPS Measuremeasure FCF Measuremeasure ($M) PERFORMANCE BASED2020 2021 $3.53 $3.58 $3.76 $4.10 2020 2021 $1,146 $1,262 $1.385 $1,515 performance-based LTI AWARD Cash Flow Value Creationaward target actual cash flow value creation ($M) Returnreturn on Invested Capital (3-year Average) Relative Total Shareholder Returninvested capital (3year avg.) relative total shareholders returns 2018-2020 $3,724 $3,578 2019-2021 $3,995 $3,823 2018-2020 8.5% 8.4% 2019-2021 8.8% 8.5% 2018-2020 56 TH 70 TH 2019-2021 56 TH 67TH
Shareholder Engagement and Board Consideration of 20202021 Shareholder Vote on Executive Compensation Republic has an active shareholder outreach program and regularly engages with shareholders on a number of matters, including executive compensation, governance sustainability and in 2020, our COVID-19 pandemic response.sustainability. The Board continues to consider feedback received from shareholders on executive compensation when designing and reviewing our compensation program. The Board was pleased that our 20202021 non-binding advisory vote on named executive officer compensation (“say-on-pay vote”) received support from 94.8%91.9% of the shares voted. This Fall, we continued our shareholder outreach program to seek shareholders’ views on various executive compensation, governance and sustainability issues, especially as they related to the effects of the COVID-19 pandemic. Throughout 2020, we engaged directly with shareholders representing approximately 52% of shares outstanding, as well as one proxy advisor. Members of our Board actively participated in this outreach, including an independent member of our Compensation Committee and an independent member of our Sustainability & Corporate Responsibility Committee. Specific areas of discussion included our sustainability goals, COVID-19 pandemic response and effects, human capital management, and our executive compensation practices. Our shareholders, both via the say-on-pay vote at the 20202021 Annual Meeting and in our engagement sessions, spoke favorably of both our overall compensation program and of the changes we have previously made as a direct result of prior shareholder feedback. After incorporating This past year, following engagement discussions in which the feedbacktopic of best practices around incorporation of ESG metrics into compensation was discussed, and deliberating,deliberation among the Talent & Compensation Committee members, our Board decided not to make further changesadded an ESG component to the structure ofCompany’s annual incentive plan for 2022. With the compensation program in 2021.change, annual incentives for senior executives including our NEOs may be adjusted up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals. The Board continues to seek shareholder input on our compensation program to ensure that it is well-designed to incentivize our management team to drive shareholder value. 
COMMITTED TO SERVE My Neighbors Helping neighbors
Sustainability action Jeremy W. educating the next generation being a leader isn’t easy. It requires a commitment not just in needhow we operate, but how be involve the community it takes dedicated employees like Jeremy E., who met with more than 100 fourth grade students at the Gehrig academy of science and technology in lays vegas to teach them about the importance of recycling and sustainability. Knowledge and understanding are the keys to building a sustainable Future and republic services is in our DNA, andcommitted to lead the commitment to serve from our employees was steadfast even before the pandemic. Answering the call to do something impactful in her neighborhood, Vanessa is helping the immunocompromised elderly in her community by delivering much needed medicine and groceries through a local program. Her selfless work is appreciated and helps prevent the vulnerable people in this pandemic from getting sick. Vanessa, recycling Coordinator Daly City, Californiaway | Republic Services, Inc. 2022 Proxy Statement | | | 53 |
54 | Republic Services, Inc. 2021 Proxy Statement
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Key Compensation Governance Practices The Talent & Compensation Committee independently governs the executive compensation program with the support of an independent compensation consultant and management. Our compensation program demonstrates strong governance through the following principles and characteristics: | | | | | | | | COMPENSATION PRACTICE | | | | REPUBLIC POLICY | | | | Pay-for-Performance | 
|
| | A significant percentage of both the target total direct compensation opportunity and the LTI opportunity is performance-based. | | | | | | | | | Relevant Performance
Metrics | | 
| | Annual incentive awards and LTI awards are based on value-driving financial metrics and are capped. | | | | | | | | | Benchmarking | 
|
| | The Talent & Compensation Committee uses a well-structured Peer Group, consisting of companies with which Republic competes for business or key executive talent. | | | | | | | | | Stock Ownership
Guidelines
| 
|
| | We have stock ownership guidelines of 5x salary for our CEO 4x salary for our President, and 3x salary for other NEOs. | | | | | | | | | Annual Shareholder
Say-on-Pay Vote | 
|
| | We value our shareholders’ input on our named executive officer compensation program. Our Board seeks an annual non-binding advisory vote from shareholders to approve the named executive officer compensation program disclosed in our CD&A. | | | | | | | | | Annual Risk Assessment
of Compensation Programs | 
|
| | The Talent & Compensation Committee annually reviews our compensation program, including our incentive program, to ensure that they do not encourage excessive or inappropriate risk-taking. | | | | | | | | | Independent
Compensation Consultant | | 
| | The Talent & Compensation Committee retains an independent compensation consultant to advise on the executive compensation program and practices. | | | | | | | | | Compensation Recoupment
(Clawback) Policy | | 
| | Our revised clawback policy allows recovery of certain incentive cashshort- and equity compensation that is performance-basedlong-term incentives and bonuses, stock options, PSUs, RSUs and other stock and stock-based awards if it isthey are earned based on inaccurate financial statements. | | | | | | | | statements or upon a covered event, which includes, without limitation certain criminal and other conduct, material violations of policies and breaches of duties. | Double Trigger Provisions | 
|
| | We have double trigger provisions for all severance and equity awards following a change in control. | | | | | | | | | Consideration of Shareholder
Dilution and Burn Rates | | 
| | We consider overall dilution and burn rates when determining annual equity awards to manage the impact of dilution on our shareholders. | | | | | | | | | No Dividends on
Unearned PSUs | 
|
| | We do not pay dividends on unearned PSU awards. | | | | | | | | | Modest Use of Perquisites | 
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| | Our NEOs and other executives receive the same benefits as other employees, with a limited exception for airplane use for the CEO. | | | | | | | | | No Excise Tax Gross-Up | 
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| | We do not provide a gross-up for excise tax payments made in the event of a change in control. | | | | | | | | | No Hedging, Pledging
or Short
Sales of Republic Stock | | 
| | Our Insider Trading Policy prohibits all directors, officers and employees, and their immediate family members, from engaging in the following transactions related to Republic securities (or derivatives): purchasing or selling puts or calls, short sales, placing standing orders (other than under an approved 10b5-1 plan), short-term trading, and holding Republic securities (or derivatives) in a margin account or pledging them. | | | | | | | | | No Repricing or Exchange
of Underwater Options | | 
| | Our Stock Incentive Plan does not permit the repricing or exchange of underwater options without shareholder approval. |
| | No Change in Control
Severance Provisions | 
| | | We do not have excessive change in control provisions in executive severance agreements. |
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| | Our strong compensation governance structure helps ensure management and Board accountability while encouraging long-term value creation.
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54 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
EXECUTIVE COMPENSATION GOALS AND OBJECTIVESExecutive Compensation Goals and Objectives Our executive compensation philosophy and practices reflect our strong commitment to paying for performance — both short-term and long-term. A primary component ofour human resources strategypeople and talent agenda is to identify, recruit, place, develop and retain key management talent to help ensure that we have the highest caliber leadership. The Talent & Compensation Committee and the executive management team believe that a critical aspect of being able to successfully execute this strategy is maintaining a comprehensive, integrated and well-balanced executive compensation program. We believe such a program provides competitive and differentiated levels of pay based on corporate performance and aligns executives’ interests with shareholders’ interests. EXECUTIVE COMPENSATION PROGRAM EXECUTIVE COMPENSATION PROGRAM GOALS
| | | | | | | | | | | | | | | | | | | | | | ATTRACT
AND RETAIN
EXECUTIVES
| | Attract and retain the highest caliber executives by providing compensation opportunities comparable to those offered by other companies with which we compete for business and talent
| | | | | | We define performance as the achievement of results against our challenging internal financial targets, which take into account industry and market conditions.
Our executive compensation program has an integrated focus on short- and long-term financial metrics and provides an effective framework by which progress against strategic goals may be appropriately measured and rewarded.
The Compensation Committee continues to place great emphasis on performance indicators that executive management can influence or control, including profitability and sound financial management of our capital, to drive sustained shareholder value creation and reward executives when they are successful.
| ACHIEVE BUSINESS
GOALS
| | Communicate, support and drive achievement of our business strategies and goals
| | | | | MOTIVATE
PERFORMANCE
| | Motivate strong performance from executive management in an incentive-driven culture by delivering greater rewards for superior performance and reduced rewards for underperformance
| | | | | REWARD
ACHIEVEMENT
| | Reward achievement of both short-term results and long-term shareholder value creation
| | | | | ALIGN INTERESTS
| | Closely align executives’ interests with our shareholders’ interests and foster an equity-based ownership environment
| | | | |
ATTRACT AND RETAIN EXECUTIVES Attract and retain the highest caliber executives by providing compensation opportunities comparable to those offered by other companies with which we compete for business and talent We define performance as the achievement of results against our challenging internal financial targets and ESG goals, which take into account industry and market conditions. ACHIEVE BUSINESS GOALS Communicate, support and drive achievement of our business strategies and goals MOTIVATE PERFORMANCE Motivate strong performance from executive management in an incentive-driven culture by delivering greater rewards for superior performance and reduced for underperformance Our executive compensation program has an integrated focus on short-and long-term financial metrics and provides an effective framework by which progress against strategic goals may be appropriately measured and rewarded. The Talent & Compensation Committee continues to place great emphasis on performance indicators that executive management can influence or control, including profitability and sound financial management of our capital, to drive sustained shareholder value creation and reward executives when they are successful. REWARD ACHIEVEMENT Reward achievement of both short-term results and long-term shareholder value creation ALIGN INTERESTS Closely align executives’ interests with our shareholders’ interests and foster an equity-based ownership environment Structural Alignment of Pay and Performance In 2020,In 2021, we compensated each NEO using three key forms of compensation:
annual cash incentive based on target; and long-term incentive awards based on target (PSUs and RSUs). The annual and long-term incentives are variable and the amount realized is based on achieving specific performance objectives or on the performance of Republic’s stock. 56 | Republic Services, Inc. 2021 Proxy Statement
Components of Executive Compensation For 2020,2021, the target total direct compensation (“Target TDC”), comprised of annualized base salary, annual incentive and LTI awards (consisting of PSUs and RSUs), but not including retirement contributions, for Republic’s current NEOs was as follows: 14% 19% CEO(4) 67% Base salary Annual incentive(1) Long-term(2) 21% 18% 61% Other NEOs(Avg.)(3) | | |  | 
| (1)Variable annual incentive target award for 2021 (2)PSU target award for performance cycle beginning in 20202021 and target value of RSU awards excluding one-time awards granted to (3)For Other NEOs, not including Mr. DelGhiaccio in connection with his promotion to Executive Vice President, Chief Financial Officer in June 2020, as approved by the Compensation Committee. (2) Variable annual incentive target award for 2020.
(3) For Ms. Ellingsen and Messrs. Serianni, Stuart and Vander Ark,Slager, the percentages reflect their 20202021 Target TDCs, as approved by the Talent & Compensation Committee. The percentages forCommittee
(4)CEO data is based on Mr. DeiGhiaccioVander Ark’s Target TDC following his promotion to President and CEO on June 25, 2021 |
| Republic Services, Inc. 2022 Proxy Statement | | | 55 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Base Salary We believe a competitive base salary attracts and retains high-caliber executive talent while providing a fixed level of compensation commensurate with the position’s responsibilities and level. The Talent & Compensation Committee annually reviews each NEO’s base salary to determine if any adjustment is warranted. This review consists of a comparison of the compensation paid to incumbents in comparable positions in our Peer Group, taking into account individual qualifications and responsibilities, internal salary levels, and individual and Company performance. Base salary levels may be adjusted when the Talent & Compensation Committee believes there is a competitive need to do so, in light of an individual’s promotion or taking into account an individual’s performance. In 2021, increases to base salaries for each of the NEOs were based on Peer Group benchmarking as well as individual performance. Mr. Vander Ark’s base salary increase was a result of his promotion to Chief Executive Officer on June 25, 2021. The table below shows the annual base salary for each NEO in 2020 and 2021, as approved by the Talent & Compensation Committee, which may be different from the amounts reflected in the Summary Compensation Table in the “Salary” column. NAME | 2020 BASE SALARY | 2021 BASE SALARY | Jon Vander Ark (1) | $800,000 | | $1,000,000 | | Brian M. DelGhiaccio | $550,000 | | $570,000 | | Catharine D. Ellingsen | $535,000 | | $545,000 | | Jeffrey A. Hughes | $525,000 | | $535,000 | | Timothy E. Stuart | $650,000 | | $665,000 | | Donald W. Slager | $1,205,000 | | $1,241,150 | |
(1) | Amounts reflect hisMr. Vander Ark’s base salary paid, prorated annual incentive target, and target valueat the end of PSUs and RSUs granted in 2020, excluding one-time awards grantedeach year. In January 2021, Mr. Vander Ark’s base salary was increased to him in$820,000. In connection with his promotion to Executive Vice President, Chief FinancialExecutive Officer in June 2020.2021, Mr. Vander Ark’s base salary was increased to $1,000,000. |
56 | | | Republic Services, Inc. 2022 Proxy Statement | |
The Compensation Committee set Mr. Slager’s Target TDC significantly below the median of his peers when he was promoted to CEO in 2011. The Compensation Committee has increased Mr. Slager’s Target TDC over time to reflect his strong performance and increasing tenure in the position. For 2020, Mr. Slager’s Target TDC was at the 72nd percentile when compared to his peers. The Compensation Committee believes that Mr. Slager has done an excellent job since he became CEO, and has managed his Target TDC to provide award opportunities relative to the external market that are appropriate for his tenure and performance.
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Variable and Performance-BasedPerformance-Based Compensation Overview The annual incentive and LTI awards link the majority of compensation to management’s performance against the financial metrics set by the Talent & Compensation Committee and the performance of Republic stock over the vesting periods of the equity-based awards. The performance metrics for the annual incentives and the PSUs and the range of opportunity relative to target payouts are consistent for all NEOs, including the CEO. These programs have both minimum performance thresholds below which no payments will be made and capped maximum payments. Each year, management recommends that the Board approve financial performance targets that are challenging and, if achieved, can deliver superior value to shareholders. Consistent with the setting of ambitious performance targets, Republic looks to have its aggregate total Target TDC for its NEOs near or at the median of our Peer Group, taking into account experience, tenure and overall position responsibility. The Talent & Compensation Committee believes it is appropriate to reward the executive management team with compensation above the target opportunity with respect to performance-based awards if the rigorous financial targets associated with the variable pay programs are exceeded. Conversely, if those targets are not met, awards are paid at levels that result in variable compensation below target. Thus, our NEOs generally may be paid above the median of our Peer Group only if the targets are exceeded. Long-Term Incentive (Performance-Based and Equity) Awards
The Compensation Committee strongly believes in using LTI compensation to reinforce key objectives that drive financial progress and sustained shareholder value creation:
focus on the importance of shareholder returns;
promote the achievement of long-term performance goals;
encourage executive retention; and
promote meaningful levels of Republic stock ownership by executives.
To determine the overall opportunity and appropriate mix of LTI awards, the Compensation Committee considers a variety of factors, including competitive market positioning against comparable executives in the Peer Group, Peer Group LTI award practices, potential economic value realized, timing of vesting, and taxation. The key components of our LTI program are an annual RSU grant and PSU grant that reward financial successes over a three-year performance period.
Equity Compensation
The Compensation Committee believes that long-term, stock-based incentive compensation contributes to our ability to attract and retain high-caliber executive talent and motivates executives to sustain our long-term financial performance and increase shareholder value. We also believe that equity awards offer significant motivation to our executives and other employees and align their interests with shareholders’ interests. Beginning in 2015, our LTI awards for NEOs consist of (1) an RSU grant that vests ratably over four years and (2) a PSU grant that vests based on performance over a three-year period and is payable half in cash and half in shares of common stock.
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Restricted Stock Units
In February 2020, the Compensation Committee approved equity awards to our NEOs in the form of RSUs that vest ratably over four years. The full grant date fair value of RSUs granted to each NEO during 2020 is shown in the Summary Compensation Table on page 68. Additional information, including the number of shares subject to each award, is shown in the Grants of Plan-Based Awards in 2020 table on page 70.
Generally, our executives and other employees who receive grants of RSUs receive dividend equivalents for any dividends we declare on our common stock following the date on which they are granted RSUs. The dividend equivalents are in the form of additional RSUs with a value equal to the value of dividends they would have received on the shares of the common stock underlying the RSUs they hold on the dividend record date.
Performance Shares
PSUs are performance-based because the number of shares of common stock ultimately earned depends on performance against pre-determined goals over a three-year period and the value of the PSUs fluctuates based on our stock price. The opportunity to earn PSUs is based on two key financial metrics — CFVC and ROIC — plus the addition of RTSR as a third metric.
The Compensation Committee previously established the performance and payout targets for PSU grants for the 2018-2020, 2019-2021 and 2020-2022 performance periods. We believe that the CFVC and ROIC targets for these performance periods are rigorous and appropriately reflect the Compensation Committee’s consideration of the business, and operational and regulatory environment as it existed when the targets were set. Additionally, we believe the RTSR target established by the Compensation Committee ensures that management is not rewarded or penalized for broader market conditions. Each of the components align all NEOs to performance against the financial metrics and to increasing shareholder value. Additional information, including the threshold, target, and maximum awards payable to each of the NEOs for the 2020-2022 performance period, is shown in the Grants of Plan-Based Awards in 2020 table on page 70.
Dividends on PSUs are accrued but not earned and granted to the executives until the shares of common stock underlying the PSUs are earned, if at all, based on the achievement of the performance metrics as determined following the end of the three-year performance period.
In connection with Mr. DelGhiaccio’s promotion in 2020, Mr. Vander Ark’s promotion in 2018 and Ms. Ellingsen’s promotion in 2016, each was granted long-term cash incentives (“Supplemental LTIP”) in addition to their PSUs to increase their target awards for such periods to take into account their time in their new roles for a portion of the applicable performance periods. The Supplemental LTIPs were granted as if each award was granted under the Executive Incentive Plan and had the same performance measures as the PSUs for the applicable performance period.
The target award value for RSUs and PSUs granted to each NEO in 2020, as approved by the Compensation Committee, are shown below and may be different from the amounts reflected in the Summary Compensation Table in the “Stock Awards” column.
| | | | | | | | | | | | | | | EXECUTIVE NAME | | RSU AWARDS(1) TARGET VALUE | | PSU AWARDS(2) TARGET VALUE | | | | Donald W. Slager | | | | $2,885,000 | | | | | $6,075,000 | | | | | | | | | | | | | | | | Brian M. DelGhiaccio(3) | | | | $460,000 | | | | | $390,000 | | | | | | | | | | | | | | | | Catharine D. Ellingsen | | | | $560,000 | | | | | $775,000 | | | | | | | | | | | | | | | | Charles F. Serianni | | | | $640,000 | | | | | $940,000 | | | | | | | | | | | | | | | | Timothy E. Stuart | | | | $750,000 | | | | | $1,400,000 | | | | | | | | | | | | | | | | Jon Vander Ark | | | | $800,000 | | | | | $1,700,000 | | | | | | | | | | | | |
(1) | The target value of RSUs will differ from the grant date fair value of RSUs shown in the Summary Compensation Table, as we do not grant fractional shares.
|
(2) | The target value of PSUs will differ from the grant date fair value of PSUs shown in the Summary Compensation Table. A portion of the grant date fair value of PSUs shown in the Summary Compensation Table reflects total shareholder return relative to the S&P 500, and is based on a Monte Carlo valuation model.
|
(3) | For Mr. DelGhiaccio, the amounts include RSUs with a grant date fair value of $260,000 and PSUs with a target value of $390,000 on February 14, 2020. In connection with his promotion to Executive Vice President, Chief Financial Officer, Mr. DelGhiaccio was granted a one-time RSU award with a grant date fair value of $200,000 on June 1, 2020.
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58 | Republic Services, Inc. 2021 Proxy Statement
The chart below shows the performance targets and the potential payouts for PSUs granted in 2018 with a performance period of 2018–2020, for performance above and below target. It also shows the actual performance of CFVC and ROIC during the performance period of $3,578 million and 8.4%, respectively. Because our actual CFVC was below the target, and our actual ROIC was slightly below target, the resulting payout based on CFVC and ROIC was 91.5% of the target payout amount. We will disclose the performance targets, potential payouts, and actual results for the 2019–2021 and 2020–2022 performance periods once the applicable performance period has concluded.
2018-2020 CFVC/ROIC EARNED PERCENTAGE
| | | | | | | | | | | | | | | | | | | | | | | T = Target level for 100% payout | A = Actual results for 2018-2020 Performance Period
CUMULATIVE 3-YEAR CFVC ($ IN MILLIONS) $4,283 or greater $3,724 (T) $3,165 <$3,165 75% 50% 25% 0% < 7.2% AVERAGE ROIC% 100% 75% 50% 25% 7.2% 125% 91.5% (A); CFVC $3,578; ROIC: 8.4% 100% 75% 50% 8.5% (T) 150% 125% 100% 75% 9.8%
|
| | | | | | | | Twenty percent of the PSU payout is based on the RTSR performance to
target. In 2018, the Compensation Committee set the RTSR performance
target for the 2018 – 2020 performance period at the 56th percentile.
The chart to the right shows the performance target and the
potential payouts for performance above and below target. It
also shows the actual performance of RTSR during the
performance period of 70th percentile. Because our actual
performance was above the target level of performance,
consistent with our pay-for-performance philosophy, the
resulting payout based on RTSR was 128.8% of the target
payout amount.
| | 2018-2020 RTSR EARNED PERCENTAGE
| | RTSR ATTAINED DURING
THE PERFORMANCE
PERIOD
| | RTSR EARNING
PERCENTAGE
| | Less than 20th Percentile
| | 0%
| | 20th Percentile
| | 25%
| | 40th Percentile
| | 67%
| | 56th Percentile (T)
| | 100%
| | 60th Percentile
| | 108%
| | 70th Percentile
| | 128.8%(A)
| | 80th Percentile or higher
| | 150%
| | T = Target level for 100% payout
A = Actual results for 2018-2020 Performance Period
|
Taking into consideration the combined performance of CFVC, ROIC and RTSR for the 2018-2020 performance period, the combined PSU payout was 99.0% of target. The actual payout amounts are reflected in the Option Exercises and PSUs and RSUs Vested in 2020 table on page 75.
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 59 |
Annual Cash Incentive Republic maintains an annual incentive program for its NEOs and certain other members of management. This reflects our pay-for-performance philosophy by linkingphilosophy by linking a significant portion significant portion of the NEOs’ compensation to Company performance. Actual annual incentive awards earned are a function of the NEOs’ compensation to Company performance. Actual annual incentive awards earned are a function of performance relative to Compensation Committee-approved financial targets. The Compensation Committee may apply (and in some years has performance relative to Talent & Compensation Committee-approved financial targets. The Talent & Compensation Committee may apply (and in some years has applied) negative discretion to adjust actual performance downward if it believes negative discretion to adjust actual performance downward if it believes that actual results reflect the benefit of matters that actual results reflect the benefit of matters that, although valuable , although valuable to Republic are not the type of benefit the annual , are not the type of benefit the annual incentive plan was designed to plan was designed to reward. The annual incentive program rewards the NEOs based on performance relative to predetermined targets for the EPS Measure and the FCF Measure. For 20202021 compensation purposes, we defined the EPS Measure, which is not a measure determined in accordance with GAAP, as our reported EPS, adjusted to remove the impact of: (a) the loss on extinguishment of debt; (b) gains or losses (or related impairments) from divestitures, netimpairments of tax;goodwill and other costs and impairments resulting from exiting a business; (c) costs associated with withdrawal from or termination of multi-employer pension plans; and (d) restructuring charges.charges; and (e) similar events or circumstances. We defined the FCF Measure, which is not a measure determined in accordance with GAAP, as cash provided by operating activities, less property and equipment received in 2020,2021, plus proceeds from sales of property and equipment, adjusted to remove the impact of: (1) cash taxes arising from debt extinguishment; (2) tax payments related to business unit divestitures;divestitures, impairments of goodwill and other costs and impairments resulting from exiting a business; (3) costspayments associated with withdrawal from or termination of multi-employer pension plans; and (4) restructuring payments, net of tax.tax; and (5) similar events or circumstances. The tables below illustrate our 20202021 targets, threshold and maximum awards for the annual incentive. incentive. For performance at and below target, the two measures are equally weighted and a participant may earn a percentage of the target award for each measure based on performance for that measure. If the EPS Measure target is exceeded, and the FCF Measure at least meets target, the annual incentive award earned may be increased above target (up to a maximum of 200% of the target amount), based on the extent to which the EPS Measure target is exceeded. No additional amount above target will be earned based on exceeding the FCF Measure target. 2020
| Republic Services, Inc. 2022 Proxy Statement | | | 57 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
2021 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF EITHER MEASURE IS LESS THAN TARGET | 
| ≥ $1,385 (T) | 50% | 62.5% | 75% | 87.5% | 100% | $1,316 | 37.5% | 50% | 62.5% | 75% | 87.5% | $1,246 | 25% | 37.5% | 50% | 62.5% | 75% | $1,177 (threshold) | 12.5% | 25% | 37.5% | 50% | 62.5% | < $1,177 | 0% | 12.5% | 25% | 37.5% | 50% | | | ≤ $3.56 (threshold) | $3.61 | $3.66 | $3.71 | ≥ $3.76 (T) | | | EPS Measure (per share) | | | T = Target level for 100% payout | | | Actual results for both measures in 2021 were above Target and therefore the table above did not govern the payout determination. |
| | | | | | | | | | | | | | | | | | | | T = Target level for 100% payout | | | (Actual results for both measures in 2020 were above Target and therefore the table above did not govern the payout determination.)
FCF MEASURE ($ IN MILLIONS)? $1,146 (T) $1,089 $1,031 $974 (threshold) < $974 50% 37.5% 25% 12.5% 0%? $3.33 (threshold) 62.5% 50% 37.5% 25%12.5% $3.38 75% 62.5% 50% 37.5% 25% $3.43 87.5% 75% 62.5% 50% 37.5% $3.48 100% 87.5% 75% 62.5% 50% ? $3.53 (T) EPS MEASURE (PER SHARE) FCF MEASURE ($ IN MILLIONS) >$1,146 (T) $1,089 $1,031 $974 (threshold) < $974 50% 37.5% 25% 12.5% 0% >$3.33 (threshold) 62.5% 50% 37.5% 25%12.5% $3.38 75% 62.5% 50% 37.5% 25% $3.43 87.5% 75% 62.5% 50% 37.5% $3.48 100% 87.5% 75% 62.5% 50% >$3.53 (T) EPS MEASURE (PER SHARE)
|
20202021 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF BOTH MEASURES ARE AT OR ABOVE TARGET
| | | | | | | | | | | | | FCF MEASURE ($ IN MILLIONS) | | ³$1,146 (T) | | 100% | | 125% (A) | | 150% | | 175% | | 200% | | | | | | | | | | | | | | | | | | $3.53 (T) | | $3.58 | | $3.63 | | $3.68 | | $3.73 (maximum) | | | | | | | | | | | | | | | | | | | | EPS MEASURE (PER SHARE) | | | T = Target level for 100% payout | A = Actual achievement in 2020 FCF Measure was $1,262 million and EPS Measure was $3.58 per share |
| | | | | | | | | | | | FCF Measure ($ in millions) | ≥$1,385 (T) | 100% | 125% | 150% | 175% | 200% | 200% (A) | | | $3.76 (T) | $3.81 | $3.86 | $3.91 | $3.96 (maximum) | $4.10 | | | | | EPS Measure (per share) | | | T = Target level for 100% payout | A = Actual achievement in 2021 FCF Measure was $1,515 million and EPS Measure was $4.10 per share |
For 2020,2021, the actual EPS Measure performance was $3.58$4.10 per share against a target of $3.53$3.76 per share. The actual FCF Measure performance was $1,262$1,515 million against a target of $1,146$1,385 million. The above target performance on both the EPS Measure and the FCF Measure resulted in the NEOs receiving anan annual incentive payment of 125%200% of target. Please refer to the Annex on page 98 for details regarding the calculation of our actual results for 2018, 2019, 2020 and 20202021 for the EPS Measure and the FCF Measure. The following table shows the NEOs’ 20202021 annual incentive opportunity as a percentage of salary at various performance levels and the actual payout as a percentage of salary and in dollars. The payout amount is also reflected in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” Further, the annual cash incentive payouts that would have been earned if the minimum, target and maximum performance level were achieved are reflected in the “Grants of Plan-Based Awards in 2020 Table the 2021” table on page 70 under the column titled “Estimated Future Payouts under Non-Equity Incentive Plan Awards” and associated footnotes. 58 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
60 | Republic Services, Inc. 2021 Proxy Statement
20202021 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | Below Threshold Performance Level | | At Threshold Performance Level | | At Target Performance Level | | At Maximum Performance Level | | Actual Annual Incentive
Payout as a Percentage of Salary (1) | | Actual Annual Incentive Payout in $ | | | | | | | | Donald W. Slager | | 0% | | 16.9% | | 135% | | 270% | | 169% | | | | 2,033,438 | | | | | | | | | | | | | | | | | | | | | | | | | Brian M. DelGhiaccio | | 0% | | 10.0% | | 80% | | 160% | | 101% | | | | 502,083 | (2) | | | | | | | | | | | | | | | | | | | | | | | | Catharine D. Ellingsen | | 0% | | 10.0% | | 80% | | 160% | | 100% | | | | 535,000 | | | | | | | | | | | | | | | | | | | | | | | | | Charles F. Serianni | | 0% | | 10.0% | | 80% | | 160% | | 100% | | | | 630,000 | | | | | | | | | | | | | | | | | | | | | | | | | Timothy E. Stuart | | 0% | | 10.6% | | 85% | | 170% | | 106% | | | | 690,625 | | | | | | | | | | | | | | | | | | | | | | | | | Jon Vander Ark | | 0% | | 11.9% | | 95% | | 190% | | 119% | | | | 950,000 | | | | | | | | | | | | | | | | | |
NAME | | Below Threshold Performance Level | At Threshold Performance Level | At Target Performance Level | At Maximum Performance Level | Actual Annual Incentive Payout as a Percentage of Salary (1) | | Actual Annual Incentive Payout in $(2) | | | | | | | | | | | | Jon Vander Ark | | 0% | 16.9% | 135% | 270% | 240% | | 2,191,780 | | Brian M. DelGhiaccio | | 0% | 10.0% | 80% | 160% | 160% | | 912,000 | | Catharine D. Ellingsen | | 0% | 10.0% | 80% | 160% | 160% | | 872,000 | | Jeffrey A. Hughes | | 0% | 10.0% | 80% | 160% | 160% | | 856,000 | | Timothy E. Stuart | | 0% | 11.25% | 90% | 180% | 180% | | 1,197,000 | | Donald W. Slager | | 0% | 16.9% | 135% | 270% | 270% | | 3,351,105 | |
(1) | Except for Mr. DelGhiaccio,Vander Ark, the percentageiscalculatedutilizingbasesalaryasoftheendofthefiscalyear. For Mr. DelGhiaccio,Vander Ark, the percentage is calculated utilizing base salary paid in the year. |
(2) | In connection with his promotion to Executive Vice President, Chief FinancialExecutive Officer in June 2020,2021, Mr. DelGhiaccio’sVander Ark’s actual annual incentive payout for the 20202021 performance period was prorated based on his base salary for his time in each role during the year. |
For 2021,2022, the annual incentive plan design remains very similar to prior years with the measures again consisting of the EPS Measure and the FCF Measure. Fixed Compensation and Benefits
Base Salary
We believe a competitive base salary attracts and retains high-caliber executive talent while providing a fixed level of compensation commensurate with the position’s responsibilities and level. The Compensation Committee annually reviews each NEO’s base salary to determine if any adjustment is warranted. This review consists of a comparison of the compensation paid to incumbents In addition, beginning in comparable positions in2022, annual incentives for senior executives including our Peer Group, taking into account individual qualifications and responsibilities, internal salary levels, and individual and Company performance. Base salary levelsNEOs may be adjusted up or down by up to 10% based on the Company’s interim performance on safety, talent and climate leadership goals.
Long-Term Incentive Awards The Talent & Compensation Committee strongly believes in using LTI compensation to reinforce key objectives that drive financial progress and sustained shareholder value creation: focusontheimportanceofshareholderreturns; promotetheachievementoflong-termperformancegoals; encourageexecutiveretention;and promotemeaningfullevelsofRepublicstockownershipbyexecutives. To determine the overall opportunity and appropriate mix of LTI awards, the Talent & Compensation Committee considers a variety of factors, including competitive market positioning against comparable executives in the Peer Group, Peer Group LTI award practices, potential economic value realized, timing of vesting, and taxation. Our compensation program is highly performance-based, and the mix of LTI awards that are granted aligns with our target pay mix philosophy that indicates 50% or more of long-term incentive awards should be performance based. Taking this into consideration, the Talent & Compensation Committee awarded 70% of Mr. Vander Ark’s total equity in the form of PSUs and, on average, 61% of our other NEO’s (excluding Mr. Slager) total equity in the form of PSUs with the remaining in the form of RSUs. Our LTI awards for NEOs consist of (1) an RSU grant that vests ratably over four years and (2) a PSU grant that vests based on performance over a three-year period and is payable half in cash and half in shares of common stock. RestrictedStock Units In February 2021, the Talent & Compensation Committee approved equity awards to our NEOs in the form of RSUs that vest ratably over four years. The full grant date fair value of RSUs granted to each NEO during 2021 is shown in the Summary Compensation Table on page 68. Additional information, including the number of shares subject to each award, is shown in the “Grants of Plan-Based Awards in 2021” table on page 70. Generally, our executives and other employees who receive grants of RSUs receive dividend equivalents for any dividends we declare on our common stock following the date on which they are granted RSUs. The dividend equivalents are in the form of additional RSUs with a value equal to the value of dividends they would have received on the shares of the common stock underlying the RSUs they hold on the dividend record date. | Republic Services, Inc. 2022 Proxy Statement | | | 59 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Performance Shares PSUs are performance-based because the number of shares of common stock ultimately earned depends on performance against predetermined goals over a three-year period and the value of the PSUs fluctuates based on our stock price. The opportunity to earn PSUs is based on two key financial metrics — CFVC and ROIC — plus the addition of RTSR as a third metric. The Talent & Compensation Committee established the performance and payout targets for the 2021-2023 performance periods in February 2021. We believe that the CFVC and ROIC targets for these performance periods are rigorous and appropriately reflect the Talent & Compensation Committee’s consideration of the business, and operational and regulatory environment as it existed when the targets were set. Additionally, we believe the RTSR target established by the Talent & Compensation Committee believes thereensures that management is a competitive neednot rewarded or penalized for broader market conditions. Each of the components align all NEOs to do so, in light of an individual’s promotion or taking into account an individual performance. In 2020, increasesperformance against the financial metrics and to base salaries forincreasing shareholder value. Additional information, including the threshold, target, and maximum awards payable to each of the NEOs werefor the 2021-2023 performance period, is shown in the “Grants of Plan-Based Awards in 2021” table on page 70. Dividends on PSUs are accrued but not earned and granted to the executives until the shares of common stock underlying the PSUs are earned, if at all, based on Peer Group benchmarkingthe achievement of the performance metrics as well as individual performance.determined following the end of the three-year performance period. In connection with Mr. DelGhiaccio’s base salarypromotion in 2020, he was granted long-term cash incentives (“Supplemental LTIP”) in addition to his PSUs to increase his target awards for such periods to take into account his time in his new role for a portion of the applicable performance periods. The Supplemental LTIP was a result of his promotiongranted as if the award was granted under the Executive Incentive Plan and had the same performance measures as the PSUs for the applicable performance period. The award value for RSUs and PSUs granted to Executive Vice President, Chief Financial Officer on June 1, 2020. The table below shows the annual base salary for each NEO in 2019 and 2020,2021, as approved by the Talent & Compensation Committee, whichare shown below and may be different from the amounts reflected in the Summary Compensation Table in the “Salary”“Stock Awards” column. | | | | | | | | | NAME | | 2019 BASE SALARY | | 2020 BASE SALARY | | | | Donald W. Slager | | $1,170,000 | | $1,205,000 | | | | | | | | | | Brian M. DelGhiaccio(1) | | $425,000 | | $550,000 | | | | | | | | | | Catharine D. Ellingsen | | $515,000 | | $535,000 | | | | | | | | | | Charles F. Serianni | | $615,000 | | $630,000 | | | | | | | | | | Timothy E. Stuart | | $625,000 | | $650,000 | | | | | | | | | | Jon Vander Ark | | $775,000 | | $800,000 | | | | | | |
EXECUTIVE NAME | | RSU AWARDS(1) VALUE | PSU AWARDS(2) VALUE | | | | | | | Jon Vander Ark (3) | | $1,400,000 | | $3,265,000 | | Brian M. DelGhiaccio | | $575,000 | | $931,500 | | Catharine D. Ellingsen | | $575,000 | | $920,000 | | Jeffrey A. Hughes | | $530,000 | | $856,750 | | Timothy E. Stuart | | $750,000 | | $1,656,000 | | Donald W. Slager | | $2,970,000 | | $7,199,000 | |
(1) | Amounts reflectThevalueofRSUswilldifferfromthegrantdatefairvalueofRSUsshownintheSummaryCompensationTable,aswedonotgrant fractionalshares.
|
(2) | ThevalueofPSUswilldifferfromthegrantdatefairvalueofPSUsshownintheSummaryCompensationTable.Aportionofthegrantdate fairvalueofPSUsshownintheSummaryCompensationTablereflectstotalshareholderreturnrelativetotheS&P500,andis basedonaMonte Carlovaluationmodel. |
(3) | For Mr. DelGhiaccio’s base salary atVander Ark, the endamounts include RSUs with a February 23, 2021 grant date fair value of each year. In 2020, Mr. DelGhiaccio’s base salary was increased to $435,000.$1,000,000 and PSUs with a target value of $2,415,000. In connection with his promotion to Chief Executive Vice President, Chief Financial Officer, inMr. Vander Ark was granted an additional RSU award with a grant date fair value of $400,000 and PSUs with a target value of $850,000 on June 2020, Mr. DelGhiaccio’s base salary was increased to $550,000.25, 2021. |
The chart below shows the performance targets and the potential payouts for PSUs granted in 2019 with a performance period of 2019–2021, for performance above and below target. It also shows the actual performance of CFVC and ROIC during the performance period of $3,823 million and 8.5%, respectively. Because our actual CFVC was below the target, and our actual ROIC was slightly below target, the resulting payout based on CFVC and ROIC was 87.1% of the target payout amount. We will disclose the performance targets, potential payouts, and actual results for the 2020–2022 and 2021–2023 performance periods once the applicable performance period has concluded. 60 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 61 |
| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
2019-2021 CFVC/ROICEARNED PERCENTAGE 
| $4,594 or greater | 75% | 100% | 125% | 150% | | | | 87.1% (A); CFVC $3,823; ROIC: 8.5% | | | $3,995 (T) | 50% | | | | 75% | 100% | 125% | $3,396 | 25% | 50% | 75% | 100% | < $3,396 | 0% | 25% | 50% | 75% | | < 7.5% | 7.5% | 8.8% (T) | 10.1% | | AVERAGE ROIC% | | T = Target level for 100% payout | A = Actual results for 2019-2021 Performance Period |
Twenty percent of the PSU payout is based on the RTSR performance to target. In 2019, the Talent & Compensation Committee set the RTSR performance target for the 2019 - 2021 performance period at the 56th percentile. The chart to the right shows the performance target and the potential payouts for performance above and below target. It also shows the actual performance of RTSR during the performance period of 67th percentile. Because our actual performance was above the target level of performance, consistent with our pay-for-performance philosophy, the resulting payout based on RTSR was 123.3% of the target payout amount. 2019-2021 RTSR EARNED PERCENTAGE RTSR ATTAINED DURING THE PERFORMANCE PERIOD | | RTSR EARNING PERCENTAGE | | | | | | | Less than 20th Percentile | | 0% | | | | 20th Percentile | | 25% | | | | 40th Percentile | | 67% | | | | 56th Percentile (T) | | 100% | | | | 60th Percentile | | 108% | | | | 67th Percentile | | 123.3% | (A) | | | 80th Percentile or higher | | 150% | | | |
T = Target level for 100% payout A = Actual results for 2019-2021 Performance Period Taking into consideration the combined performance of CFVC, ROIC and RTSR for the 2019-2021 performance period, the combined PSU payout was 94.3% of target. The actual payout amounts are reflected in the “Option Exercises and PSUs and RSUs Vested in 2021” table on page 73. Other Benefits Republic makes available medical, dental and vision insurance, life insurance and short- and long-term disability insurance programs for our employees. The NEOs are eligible to participate in these programs on the same basis and with the same level of financial subsidy as our general employee population (other than those employees who are subject to different terms under a collective bargaining agreement). Like our other employees, our NEOs may participate in our 401(k) plan and may defer a portion of their base salary and annual incentive compensation, to the maximum defined level specified by the IRS, which in 20202021 was $19,500 plus an additional $6,500 for those age 50 and above. Republic matches 100% of the first three percent of pay contributed and 50% of the next two percent of pay contributed by an employee. Republic’s matching contributions into the 401(k) plan for the NEOs who participated are reported in the “All Other Compensation for 20202021” table on page 69.
| Republic Services, Inc. 2022 Proxy Statement | | | 61 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Deferred Compensation Plan and Deferred Compensation Savings Program DeferredCompensationPlanandDeferredCompensationSavingsProgramContributions
Eligible employees are limited by federal law as to the amount they may contribute to their 401(k) accounts. Accordingly, we have established a Deferred Compensation Plan (“DCP”) that permits certain participants, including the NEOs, to defer additional amounts of compensation, including RSUs and PSUs, in a tax efficient manner for retirement savings. Under the DCP, most participants are eligible for matching contributions. The matching contribution under the DCP is equal to the lesser of two percent of the participant’s eligible compensation over the established 401(k) limit ($285,000290,000 in 2020)2021) or 50% of the participant’s annual deferrals, excluding deferred RSUs and stock-settled PSUs. In addition, we make discretionary retirement contributions to certain of our senior executives’ accounts in the DeferredDeferred Compensation Plan (“DCSP Contributions”). The Talent & Compensation Committee reviews the DCSP Contributions annually and may change the amounts or discontinue the contributions at any time. Each DCSP Contribution is a fixed dollar amount that depends on the participant’s title and position in the organization, among other considerations. Unless otherwise specified, DCSP Contributions vest in one of four ways: (1) upon a participant satisfying the age and service requirements necessary to qualify for retirement; (2) in the event of death or disability, the retirement contributions vest immediately; (3) if a participant’s employment is terminated “without cause,” the retirement contributions vest immediately but are not available to the participant until the earlier of the fifth anniversary of the termination date or the date the participant would have become eligible for retirement; or (4) if we complete a transaction that is deemed a change in control, all retirement contributions vest immediately and may be paid out depending upon the original election of the participant. Ms. Ellingsen and Messrs. Serianni, Stuart and Vander Ark, Hughes and Ms. EllingsenStuart each received a contribution of $65,000 in each of 2018, 2019, 2020 and 2020.2021. Mr. DelGhiaccio received a contribution of $55,000 in each of 2018 and 2019, and $65,000 in 2020. Mr. Slager did not receive a DCSP Contribution in 2020. He is, however, entitled to a Supplemental Retirement Benefit, which was preserved in his employment agreement with Republic from previous agreements with the Companyeach of 2020 and which requires us to pay him a specified amount after termination of his employment for any reason. This payment is an amount equal to $2,287,972, increased at an annual rate of 6%, compounded annually from December 5, 2008 until his date of termination. In 2020, the Supplemental Retirement Benefit increased by $261,659. As of December 31, 2020, Mr. Slager’s Supplemental Retirement Benefit equaled $4,622,639.2021.
The individual contributions of the participating NEOs, including earnings on those contributions and total account balances as of the end of 2020,2021, are shown in the “Nonqualified Deferred Compensation in 20202021” table on page 76.73. Republic’s matching contributions and the DCSP contributions are shown in the “All Other Compensation for 20202021” table on page 69. Modest Perquisites With the exception of (1) certain gross-up payments pursuant to our relocation policy that is applicable to all eligible employees, (2) a stipend to cover a portion of monthly health club dues that is offered on the same terms to all employees at our corporate office, and (3) concierge medical services available to vice presidents, senior vice presidents, and executive vice presidents in our corporate office for a nominal charge paid by the Company, Republic generally does not offer perquisites or other personal benefits other than the aircraft usage discussed below. All associated relocation expenses, if any, are reported in the “All Other Compensation for 20202021” table on page 69. We Except as provided, below, we also do not provide any additional cash compensation to any of the NEOs to reimburse them for income tax liability as a result of the receipt of any cash or equity compensation, benefit or perquisite. As special perquisite arrangement with Mr. Slager under his transition agreement, we provided a payment to Mr. Slager to make him whole for the additional self-employment (1.45%) Medicare tax, net of any allowable income tax deduction, incurred with respect to the independent contractor payments made to Mr. Slager for his consulting, transition services and future cooperation during the period beginning June 25, 2021 and ending December 31, 2021. We also reimbursed Mr. Slager for his reasonable legal expenses incurred in connection with the preparation of his transition agreement. Our CEO may use our airplane for personalnon-business travel. Other NEOs may use our airplane for personal use non-business travel if the CEO is aboard. On a quarterly basis, the Audit Committee reviews the personalnon-business use of our airplane by our CEO and other NEOs for reasonableness. The amount reflected in the “All Other Compensation for 20202021” table as “Perquisites and Other Personal Benefits” includes the incremental cost of providing aircraft to an NEO for personalnon-business travel. 62 | | | Republic Services, Inc. 2022 Proxy Statement | |
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62 | Republic Services, Inc. 2021 Proxy Statement
Other Compensation Policies Stock Ownership Guidelines The Board recognizes the importance of equity ownership by our executives to further link their interests with shareholders’ interests. Accordingly, the Board maintains stock ownership guidelines for all senior management employees (defined as President and CEO, President, Chief Operating Officer, CFO,Chief Financial Officer, Chief Legal Officer, Executive Vice President, Senior Vice President, Vice President, Area President, and Market Vice President). The guidelines require that senior management employees achieve compliance with the ownership guidelines within five years of becoming a covered employee and maintain their ownership level thereafter. SharesShares included in the calculation to assess compliance with the ownership guidelines include shares owned outright, shares held in the 401(k) plan, and vested stock equivalents held in the DCP. | | | | | | | | | | | | | | NAME | | | MULTIPLE OF SALARY REQUIRED | | IN COMPLIANCE OR ON TRACK | | | | | Jon Vander Ark | | 5x | Yes | Brian M. DelGhiaccio | | 3x | Yes | Catharine D. Ellingsen | | 3x | Yes | Jeffrey A. Hughes | | 3x | Yes | Timothy E. Stuart | | 3x | Yes | Donald W. Slager(1) | | 5xN/A | | Yes | | | | Brian M. DelGhiaccio | | 3x | | Yes | | | | Catharine D. Ellingsen | | 3x | | Yes | | | | Charles F. Serianni | | 3x | | Yes | | | | Timothy E. Stuart | | 3x | | Yes | | | | Jon Vander Ark | | 4x | | YesN/A |
(1) | Mr. Slager retired effective June 25, 2021 and is no longer required to maintain equity ownership. |
Securities Trades by SecuritiesTradesbyEmployees
Executive management and the Board take seriously their responsibilities and obligations to exhibit the highest standards of behavior relative to buying and selling Republic stock. All transactions by any director or NEOofficer as defined by Section 16 of the Exchange Act (“Insiders”) must be pre-cleared by the Chief Legal Officer. Further, Insiders and other Company representatives are prohibited from trading any Republic stock while in possession of material non-public information and are generally are prohibited from trading any Republic stock during quarterly blackout periods or while in possession of material non-public information.periods. Additionally, our insider trading policy prohibits all Insiders, and members of their immediate family, from engaging in the following transactions relating to Republic securities or derivatives of Republic securities: purchasing or selling puts or purchasingorsellingputsorcalls; placing standing placingstandingorders other than under approved 10b5-1 ,otherthanunderapproved10b5-1plans; engaging in short-term or “in-and-out” engaginginshort-termor“in-and-out”trading; holding Republic securities or derivatives of Republic securities in holdingRepublicsecuritiesorderivativesofRepublicsecuritiesina margin marginaccount; and pledging Republic securities or derivatives of Republic pledgingRepublicsecuritiesorderivativesofRepublicsecurities. REVISED Compensation Recoupment (Clawback) Policy Our Board has established a Clawback Policy to encourage sound financial reporting and increase individual accountability.accountability and updated it earlier this year to expand the triggering events to include additional Covered Events. As more fully described in theour revised Clawback Policy, which was filed is available on our website on the Investors page under Corporate Governance: thepolicyappliestoRepublic’sofficersas an exhibit to the Form 8-K filed with the SEC on October 30, 2014: the policy applies to Republic’sdefined by Section 16 officersof the Exchange Act and the regulations promulgated thereunder (“Covered CoveredOfficers”);
thepolicyappliestoallshort- and long-term incentives and bonuses, stock options, PSUs, RSUs and other stock and stock-based awards (“Incentive Compensation”) thepolicyistriggeredbyanaccountingrestatementwemustmakeduetomaterialnoncompliancewithanyfinancialreportingrequirementunderthesecuritieslaws(a“Restatement”) or another defined “Covered Event”, which includes conviction of certain crimes, a material violation of Company policies, rules, or guidelines, a breach of fiduciary duty or violation of a restrictive covenant and other conduct by a Covered Officer that exposes Republic to serious actual or potential injury; ifaRestatementoccurs,the Talent &CompensationCommitteegenerallymustseektoclawbackvestedandunvestedIncentive Compensation, includinggainsonequity,duringthe3-yearperiodprecedingtheRestatementdatetotheextenttheyexceedwhatwouldhavebeenpaidtothe policy applies to all cashCoveredOfficerundertherestatedfinancialstatements; Thisclawbackappliesifeither(1)theapplicableCoveredOfficerengagedinfraudorintentionalmisconductthatmateriallycontributedtothe needfortheRestatementor(2)futureSECorNYSErulesrequireRepublictoseekforfeiture; and equity-based awards that are performance-based; the policy is triggered by an accounting restatement we must make due to material noncompliance with any financial reporting requirement under the securities laws (a “Restatement”);
ifIf a RestatementCovered Event occurs, the Talent & Compensation Committee generally mustmay review all Incentive Compensation, and seek to claw back bothrequire the forfeiture or repayment of the award, vesting or amount of Incentive Compensation, in whole or in part, vested andor unvested performance-based awards,and including gains on equity, during the 3-year period preceding the Restatement date to the extent they exceed what would have been paid to the Covered Officer under the restated financial statements; andEvent. | Compensation Process •
| | this clawback applies if either (1) the applicable Covered Officer engaged in fraud or intentional misconduct that materially contributed to the need for the Restatement or (2) future SEC or NYSE rules require Republic to seek forfeiture. |
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COMPENSATION PROCESS
Peer Group and Competitive Benchmarking The Talent & Compensation Committee, in consultation with its independent compensation consultant, annually reviews the composition of the Peer Group used as a reference for executive compensation decisions to ensure that the companies included are comparable in terms of business mix and complexity, revenue market , market capitalization geographic , geographic footprint assets and number of employees. The following table reflects the Peer , assets and number of employees. The following table reflects the Peer Group used by the Compensation Committee to establish 2020 used by the Talent & Compensation Committee to establish 2021 compensation. | Republic Services, Inc. 2022 Proxy Statement | | | 63 |
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| | Air Products and Chemicals, Inc. | | Norfolk SouthernFedEx Corporation
| American Electric Power Company, Inc. | J.B. Hunt Transport Services, Inc. | Canadian National Railway Company | | Ryder System, Inc.Norfolk Southern Corporation
| | | Canadian Pacific Railway Limited | | Stericycle,Ryder System, Inc.
| Cintas Corporation | Sysco Corporation | CSX Corporation | | Sysco CorporationW.W. Grainger, Inc.
| | | FedEx CorporationEcolab Inc.
| | Waste Connections, Inc. | | | W.W. Grainger, Inc.Entergy Corporation
| | Waste Management, Inc. | | | J.B. Hunt Transport Services, Inc.Fastenal Company
| | |
The Talent & Compensation Committee considers data and analyses prepared by its independent compensation consultant based on our current and prior performance, and the historical NEO pay and the appropriateness of that compensation compared to the NEO compensation in the Peer Group. The Talent & Compensation Committee also considers general compensation surveys compiled by external consulting firms and takes into account recommendations of our CEO for executives other than himself. The Talent & CompensationCommittee uses the Peer Group and other surveys as a reference but does not target a specified percentile of compensation to be paid. After taking into account all data, and factors such as Company performance and an individual’s contribution, experience and potential, the Talent & Compensation Committee makes compensation decisions. Based on the independent consultant’s analysis, our CEO’s 20202021 Target TDC placed 5th outwas positioned near the 25th percentile of 14 companies in the Peer Grouppeer group which is consistent with our approach of increasing pay over time commensurate with performance and was at the 72nd percentile.experience. Evaluating Company and Executive Performance The Talent & Compensation Committee, after consulting with the Board and management, has established a process for evaluating Republic’s performance, as well as the performance of each of the NEOs.our executive officers. Each year, the Talent & Compensation Committee approves strategic, financialand financial ESG objectives for the NEOsexecutive officers for the upcoming year and for the long term. It also reviews and evaluates the performance against these strategic and financial objectives for the prior It also reviews and evaluates the performance against these strategic and financial objectives for the prior year and reviews the interim and reviews the interim progress onon all open three-year performance periods under the PSUs. Our CEO provides his assessment of the performance against the strategic objectives and on the individual contributions of the NEOs.executive officers. The Talent & Compensation Committee considers all of these factors in reaching its compensation decisions. The Talent & Compensation Committee routinely meets in executive session without the presence of any management when considering compensation matters. EVALUATING COMPANY
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EVALUATING COMPANY AND EXECUTIVE PERFORMANCE 
COMPENSATION COMMITTEE ApprovesCompensation committee ceo compensation committee approves strategic and financial objectives Reviewsreviews and evaluates performance from prior year Reviewsreviews interim progress on open 3-year3 year performance periods under the PSUs CEO Providesprovides assessment of NEO performance against strategic objectives and individual contributions COMPENSATION COMMITTEE Considerscompensation committee considers all factors when making compensation decisions Makesmakes final compensation decisions
64 | Republic Services, Inc. 2021 Proxy Statement
Role of the Independent Compensation Consultant and Other Advisors Since 2003, the Talent & Compensation Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to assist with its review of compensation for the NEOs and other related matters. The Talent & Compensation Committee retains Pearl Meyer directly, supervises all work done by Pearl Meyer, and reviews and approves all work invoices. While Pearl Meyer provides data and analyses and makes recommendations on the form and amount of compensation, the Talent & Compensation Committee makes all decisions regarding the compensation of our NEOs. During 2020,2021, Pearl Meyer advised the Talent & Compensation Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, Peer Group benchmarking and other related matters. Pearl Meyer reports directly to the Talent & Compensation Committee, participates in meetings as requested and communicates with the Talent & Compensation Committee chair between meetings, as necessary. Pearl Meyer also provides advice to the Governance Committee and its chair regarding director compensation. Pearl Meyer did not provide any other services during 20202021 and is considered independent and free from conflict under the Dodd-Frank Wall Street Reform and Consumer Protection Act and associated standards set forth by the SEC and NYSE. The Talent & Compensation Committee also may use market data provided by Equilar and Aon for benchmarking and other purposes. In 2020, management also engaged Semler Brossy ConsultingThis benchmarking data consists of information that is generally available to provide executive compensation adviceother Aon, Mercer, and consulting services to management.Willis Tower Watson clients. None of these consulting firms made recommendations to the Talent & Compensation Committee or management on peer group composition or on the form, amount or design of executive or director compensation in 2020.2021. 
Sustainability in action Gretchen c charting the course in a world where the desire to live a more sustainable lifestyle outpaces the practice, Gretchen c has found her calling for the past five years Gretchen has worked to narrow that gap by helping spread the word about recycling composting and sustainability as a recycling and organics coordinator gretchens mission is to educate customers on how to become better stewards of the environment by training employees on state regulations regarding recycled materials in addition to helping them avoid making waste in the first place | Republic Services, Inc. 2022 Proxy Statement | | | 65 |
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| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
OTHER CONSIDERATIONSOther Considerations
Employment Agreements and Executive Separation Policy Except in limited circumstances, Republic does not enter into employment agreements. Mr. Slager had an employment agreement that terminated with his retirement on June 25, 2021. Mr. Hughes has an employment agreement, which the Board and the Talent & Compensation Committee believe isare in the best interest of Republic and its shareholders given, among other things, his importance to Republic and the fact that he had a legacy agreement with the Company before the Republic/Allied merger insince December 2008. This agreement clarifies Mr. Slager’s employment rights and responsibilities, imposes certain post-employment limitations on his right to compete with us or solicit our customers or employees and has ensured Mr. Slager’s continued leadership over the years. Ms. Ellingsen and Messrs. Vander Ark, DelGhiaccio Serianni,and Stuart and Vander Ark do not have employment agreements but instead are eligible to participate in the Executive Separation Policy. They also have non-competition and non-solicitation agreements with Republic. For more information regarding the employment agreements and Executive Separation Policy, see “Executive Compensation — Employment Agreements and Post-Employment Compensation.” Annual Risk Assessment Management conducted a risk assessment of Republic’s policies and programs relating to the compensation of employees, including those that apply to our executive officers. In particular, management considered the following factors of our compensation policies, practices and programs: the Talent & Compensation Committee’s robust governance controls; our balanced mix of long-term and short-term programs; our use of objective standards that are applied consistently from year to year; peer group benchmarking for stock performance; caps on PSU awards and annual incentives to limit windfalls; and clawback provisions designed to recoup compensation if earned based on inaccurate financial statements.in circumstances set forth in the Company’s clawback policy. Management discussed the findings of the risk assessment with the Talent & Compensation Committee. Based on the assessment, we believe that our compensation policies and practices create an appropriate balance between our base salary compensation, short-term incentive compensation and long-term incentive compensation, thereby reducing the possibility of imprudent risk-taking and that itsour compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Republic. Equity Usage (Burn Rate and Dilution) Under our Amended and Restated 20072021 Stock Incentive Plan, as approved by our shareholders in May 20132020 (the “SIP”), the total number of shares of equity-based awards granted in 20202021 was approximately 0.16%0.15% of the diluted weighted average number of shares outstanding for the year and within the limitations set by the SIP. As of December 31, 2020,2021, the total number of shares that could be issued under the SIP, and all predecessor plans, was approximately 4.0%3.9% of the diluted weighted average number of shares outstanding for the year.Republic’s diluted EPS reflects all potentially dilutive shares. All shares available for issuance under the SIP were transferred to our 2021 Stock Incentive Plan, as approved by our shareholders in May 2020, which became effective on January 1, 2021. Tax Considerations Beginning in 2018, Section 162(m) of the Internal Revenue Code limited the federal income tax deduction for annual individual compensation to $1 million for the NEOs, subject to a transition rule for written binding contracts in effect on November 2, 2017 and not materially modified after that date. In the past, Section 162(m)’s deduction limit included an exception for “performance-based” compensation. Certain elements of the Company’s compensation programs were generally designed to qualify for this performance-based exception. To accomplish this, the Company previously asked shareholders to approve equity and incentive compensation plans that included limitations and provisions required to be included under Section 162(m). Now that the performance-based compensation exception is no longer available, the Company will no longer include Section 162(m)-related limitations or provisions or request shareholder approval for this purpose, and may not generally attempt to meet the requirements previously included in our plans related to the exception; however, the Company intends to comply with the transition rule for written binding contracts in effect on November 2, 2017 as long as the Talent & Compensation Committee determines that to be in the Company’s best interest. However, given the ambiguities and uncertainties as to the application of that rule, no assurances can be made that compensation, including compensation that was previously intended to satisfy the requirements for deductibility, would, in fact, be deductible. Management Development
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Talent & Compensation Committee Interlocks and Insider Participation Messrs. Handley, Larson Snee and TraniSnee and Mses. Pegula and Weymouth served as members of the Talent & Compensation Committee during 2020.2021. No member of the Talent & Compensation Committee is, or has ever been, an officer or employee of Republic. During 2020,2021, none of our named executive officersNEOs served as a member of the Talent & Compensation Committee (or other board committee performing equivalent functions) or as a director of another entity where an executive officer of such entity served either on our Board or on our Talent & Compensation Committee. 66 | Republic Services, Inc. 2021 Proxy Statement
Management DevelopmentTalent & Compensation Committee Report
The following statement made by the Talent & Compensation Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and shall not otherwise be deemed filed under either of these Acts. The Talent & Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Talent & Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement. Submitted by the Talent & Compensation Committee as of April 6, 2021: March 15, 2022: Thomas W. Handley (Chair) Michael Larson Kim S. Pegula James P. Snee Katharine B. Weymouth 
Sustainability in action Chris s. When the mission matches the mandate in California, a new law requires diverting organic waste from landfills. That mandate dovetailed perfectly with Republic Services’ mission and the opening of the Otay Compost Facility in Chula Vista. Chris S. manages the facility, utilizing solar power to process up to 100 tons of food waste and organic materials from the San Diego Region each day and turn it into compost, with plans to double the capacity within a year. | Republic Services, Inc. 2022 Proxy Statement | | | 67 |
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| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
20202021 Summary Compensation Table
The following Summary Compensation Table shows information about the compensation we paid to our CEO, CFO and other named executive officers during 2021, 2020 2019 and 2018.2019. We refer to the individuals shown in the table below as the NEOs. named executive officers (“NEOs”). In addition, under SEC rules we are required to report the compensation received by Mr. Serianni,Slager, who was our CFOCEO until June 1, 2020,25, 2021, when he gave the Company his notice of intent to retire from the Company effective June 1, 2021 and he transitioned to Special Adviser to the CEO.retired. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME AND PRINCIPAL 2020 POSITIONS | | Year | | | Salary ($)(1) | | | Bonus ($) | | Stock Awards ($)(2) | | | Options Awards ($)(2) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | | | | | | | | | Donald W. Slager Chief Executive Officer | | | 2020 | | | | 1,204,058 | | | — | | | 9,159,438 | | | — | | 2,033,438 | | 540,229 | | 12,937,163 | | | | 2019 | | | | 1,169,192 | | | — | | | 8,652,410 | | | — | | 2,211,300 | | 584,392 | | 12,617,294 | | | | 2018 | | | | 1,134,327 | | | — | | | 8,319,389 | | | — | | 1,915,313 | | 477,720 | | 11,846,749 | | | | | | | | | | Brian M. DelGhiaccio(5) Executive Vice President, Chief Financial Officer | | | 2020 | | | | 497,212 | | | — | | | 862,926 | | | — | | 601,083 | | 91,230 | | 2,052,451 | | | | 2019 | | | | — | | | — | | | — | | | — | | — | | — | | — | | | | 2018 | | | | — | | | — | | | — | | | — | | — | | — | | — | | | | | | | | | | Catharine D. Ellingsen Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | | | 2020 | | | | 534,462 | | | — | | | 1,360,545 | | | — | | 535,000 | | 116,791 | | 2,546,798 | | | | 2019 | | | | 514,192 | | | — | | | 1,144,792 | | | — | | 576,800 | | 95,206 | | 2,330,990 | | | | 2018 | | | | 479,423 | | | — | | | 892,959 | | | — | | 692,510 | | 98,661 | | 2,163,553 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Charles F. Serianni Former Executive Vice President, Chief Financial Officer | | | 2020 | | | | 629,596 | | | — | | | 1,610,916 | | | — | | 630,000 | | 111,014 | | 2,981,526 | | | | 2019 | | | | 614,654 | | | — | | | 1,512,826 | | | — | | 688,800 | | 109,140 | | 2,925,420 | | | | 2018 | | | | 599,038 | | | — | | | 1,507,305 | | | — | | �� 600,000 | | 106,581 | | 2,812,924 | | | | | | | | | | Timothy E. Stuart(6) Executive Vice President, Chief Operating Officer | | | 2020 | | | | 649,327 | | | — | | | 2,196,069 | | | — | | 690,625 | | 98,619 | | 3,634,640 | | | | 2019 | | | | 596,385 | | | | | | 1,393,308 | | | | | 715,983 | | 93,693 | | 2,799,369 | | | | 2018 | | | | — | | | — | | | — | | | — | | — | | — | | — | | | | | | | | | | Jon Vander Ark(7) President | | | 2020 | | | | 799,327 | | | — | | | 2,555,906 | | | — | | 950,000 | | 113,890 | | 4,419,123 | | | | 2019 | | | | 746,731 | | | — | | | 2,088,516 | | | — | | 1,326,517 | | 105,813 | | 4,267,577 | | | | 2018 | | | | 623,077 | | | — | | | 1,808,044 | | | — | | 982,730 | | 103,185 | | 3,517,036 |
NAME AND PRINCIPAL 2021 POSITIONS | | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($) | Total ($) | | | | | | | | | | | | | | | | | | | | | | | | Jon Vander Ark(5) | | 2021 | | 906,539 | | | | 4,665,286 | | | | 2,191,780 | | | | 161,803 | | | | 7,925,408 | | | President and Chief Executive | | 2020 | | 799,327 | | | | 2,555,906 | | | | 950,000 | | | | 113,890 | | | | 4,419,123 | | | Officer | | 2019 | | 746,731 | | | | 2,088,516 | | | | 1,326,517 | | | | 105,813 | | | | 4,267,577 | | | Brian M. DelGhiaccio(4) | | 2021 | | 569,308 | | | | 1,506,538 | | | | 1,132,033 | | | | 94,760 | | | | 3,302,639 | | | Executive Vice President, | | 2020 | | 497,212 | | | | 862,926 | | | | 601,083 | | | | 91,230 | | | | 2,052,451 | | | Chief Financial Officer | | 2019 | — | | | — | | | — | | | — | | | — | | | Catharine D. Ellingsen | | 2021 | | 544,654 | | | | 1,495,062 | | | | 872,000 | | | | 100,268 | | | | 3,011,984 | | | Executive Vice President, Chief Legal Officer, Chief | | 2020 | | 534,462 | | | | 1,360,545 | | | | 535,000 | | | | 116,791 | | | | 2,546,798 | | | Ethics & Compliance Officer and Corporate Secretary | | 2019 | | 514,192 | | | | 1,144,792 | | | | 576,800 | | | | 95,206 | | | | 2,330,990 | | | Jeffrey A. Hughes(6) | | 2021 | | 534,654 | | | | 1,386,797 | | | | 856,000 | | | | 101,322 | | | | 2,878,773 | | | Executive Vice President, | | 2020 | — | | | — | | | — | | | — | | | — | | | Chief Administrative Officer | | 2019 | | 514,654 | | | | 1,144,792 | | | | 576,800 | | | | 103,402 | | | | 2,339,648 | | | Timothy E. Stuart | | 2021 | | 664,481 | | | | 2,406,101 | | | | 1,197,000 | | | | 98,529 | | | | 4,366,111 | | | Executive Vice President, | | 2020 | | 649,327 | | | | 2,196,069 | | | | 690,625 | | | | 98,619 | | | | 3,634,640 | | | Chief Operating Officer | | 2019 | | 596,385 | | | | 1,393,308 | | | | 715,983 | | | | 93,693 | | | | 2,799,369 | | | Donald W. Slager | | 2021 | | 643,192 | | | | 10,167,107 | | | | 3,351,105 | | | | 1,028,657 | | | | 15,190,061 | | | Former Chief Executive Officer | | 2020 | | 1,204,058 | | | | 9,159,438 | | | | 2,033,438 | | | | 540,229 | | | | 12,937,163 | | | | | 2019 | | 1,169,192 | | | | 8,652,410 | | | | 2,211,300 | | | | 584,392 | | | | 12,617,294 | | |
(1)(1)
| Amounts reflect base salary paid in the year. |
(2) | Included in the Stock Awards column are the grant date fair values of RSU and PSU awards granted in 2021, 2020 2019 and 2018,2019, determined in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Form 10-K for the fiscal year ended December 31, 20202021 for a discussion of the relevant assumptions used in calculating grant date fair value. The amounts shown in the table above reflect grant date fair value and may not correspond to the actual value that will be realized by the NEOs. For purposes of calculating the grant date fair value of PSU awards, we have assumed that we will achieve target performance levels. |
(3) | The amounts shown for each of the years reflect the annual cash incentive earned for the year and, if applicable, the three-year long-term cash incentive earned for the performance cycle that ended in that year. In connection with her promotion to Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary in June 2016, Ms. Ellingsen was granted a long-term cash incentive (“Supplemental LTIP”) for the 2016-2018 performance period as if the award was granted under the Executive Incentive Plan and had the same performance measures as PSUs for the 2016-2018 performance period. At the time of his promotion to Executive Vice President, Chief Operating Officer in January 2018, Mr. Vander Ark was granted a Supplemental LTIP awardsaward for the 2016-2018 and 2017-2019 performance periods.period. In connection with Mr. Vander Ark’s promotion to President and Mr. Stuart’s promotion to Executive Vice President, Chief Operating Officer in May 2019, Mr. Vander Ark and Mr. Stuart were each granted an annual cash incentive award (“Supplemental Annual Incentive”) as if the award was granted under the Executive Incentive Plan and had the same performance measures as the 2019 annual cash incentive. The Supplemental LTIP and Supplemental Annual Incentive awards were granted in addition to their PSU and annual cash incentive awards for the applicable performance periods and increased their target awards for such periods to take into account their time in their new roles for a portion of the applicable performance periods. At the time of his promotion to Executive Vice President, Chief Financial Officer in June 2020, Mr. DelGhiaccio was granted Supplemental LTIP awards for the 2018-2020, 2019-2021, and 2020-2022 performance periods. The Supplemental LTIP award was granted in addition to his PSU and annual cash incentive awards for the applicable performance periods and increased his target awards for such periods to take into account his time in his new role for a portion of the applicable performance periods. |
(4) | The amounts shown for each NEO for 2018 have been revised to reflect the incremental cost of providing Company-owned aircraft for personal travel and inclusion of perquisites and personal benefits received by a NEO, to the extent that the total value of such perquisites and personal benefits was at least $10,000, in a manner consistent with the current year. See “All Other Compensation for 2020” table for more information regarding amounts shown in this column for 2020.
|
68 | Republic Services, Inc. 2021 Proxy Statement
(5)(4)
| Mr. DelGhiaccio was named Executive Vice President, Chief Financial Officer on June 1, 2020. He was not an NEO for 2019 or 2018.2019. |
(6)(5)
| Mr. Stuart was named Chief Operating Officer, effective May 1, 2019. Mr. Stuart was not an NEO for 2018.
|
(7) | Mr. Vander Ark served as Chief Operating Officer from January 1, 2018 – April 30, 2019, and was named President, effective May 1, 2019.2019 and was named President and Chief Executive Officer effective June 25, 2021. |
(6) | As previously announced, Mr. Hughes will retire from the Company effective, April 1, 2022. He was not an NEO in 2020. |
The non-equity incentive plan compensation amounts earned by each of the NEOs for 20202021 are shown below: | | | NAME | | 2020 ANNUAL CASH INCENTIVE ($) | | 2018 – 2020 SUPPLEMENTAL LTIP ($) | | 2021 ANNUAL CASH INCENTIVE ($) | 2019 – 2021 SUPPLEMENTAL LTIP ($) | | | | | | | | | | Jon Vander Ark | | | | 2,191,780 | | | – | | | Brian M. DelGhiaccio | | | | 912,000 | | | | 220,033 | | | Catharine D. Ellingsen | | | | 872,000 | | | – | | | Jeffrey A. Hughes | | | | 856,000 | | | – | | | Timothy E. Stuart | | | | 1,197,000 | | | – | | | | Donald W. Slager | | | 2,033,438 | | | | | – | | | | 3,351,105 | | | – | | | | | | | | Brian M. DelGhiaccio | | | 502,083 | | | | | 99,000 | | | | | | | | Catharine D. Ellingsen | | | 535,000 | | | | | – | | | | | | | | Charles F. Serianni | | | 630,000 | | | | | – | | | | | | | | Timothy E. Stuart | | | 690,625 | | | | | – | | | | | | | | Jon Vander Ark | | | 950,000 | | | | | – | | |
68 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
All Other Compensation for 20202021 | | | NAME | | Matching Contribution to 401(k) Plan ($) | | Matching Contribution to
Deferred Compensation Plan ($) | | Retirement Contribution to
Deferred Compensation Plan ($) | | Value of Life Insurance Premiums ($) | | Perquisites and
Other Personal
Benefits ($)(2) | | Total ($)(3) | Matching Contribution to 401(k) Plan ($) | Matching Contribution to Deferred Compensation Plan ($) | Retirement Contribution to Deferred Compensation Plan ($) | Value of Life Insurance Premiums ($) | Perquisites and Other Personal Benefits ($)(2) | Total ($)(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Donald W. Slager | | | 11,400 | | | | | 158,684 | | | | | 261,659 | (1) | | | | 676 | | | | | 107,810 | | | | | 540,229 | | | | | | | Jon Vander Ark | | | 11,600 | | | | 48,968 | | | | 65,000 | | | | 676 | | | | 35,559 | | | | 161,803 | | | Brian M. DelGhiaccio | | | 11,400 | | | | | 14,362 | | | | | 65,000 | | | | | 468 | | | | | — | | | | | 91,230 | | | 11,600 | | | | 17,608 | | | | 65,000 | | | | 552 | | | | — | | | | 94,760 | | | | | | | Catharine D. Ellingsen | | | 11,400 | | | | | 23,640 | | | | | 65,000 | | | | | 509 | | | | | 16,242 | | | | | 116,791 | | | 11,600 | | | | 23,143 | | | | 65,000 | | | | 525 | | | | — | | | | 100,268 | | | | | | | Charles F. Serianni | | | 11,400 | | | | | 34,011 | | | | | 65,000 | | | | | 603 | | | | | — | | | | | 111,014 | | | | | | | Jeffrey A. Hughes | | | 11,600 | | | | 24,208 | | | | 65,000 | | | | 514 | | | | — | | | | 101,322 | | | Timothy E. Stuart | | | 11,400 | | | | | 21,606 | | | | | 65,000 | | | | | 613 | | | | | — | | | | | 98,619 | | | 11,600 | | | | 21,302 | | | | 65,000 | | | | 627 | | | | — | | | | 98,529 | | | | | | | Jon Vander Ark | | | 11,400 | | | | | 36,817 | | | | | 65,000 | | | | | 673 | | | | | — | | | | | 113,890 | | | Donald W. Slager (4) | | | 11,600 | | | | 131,514 | | | | 132,695 | | (1) | | 338 | | | | 92,189 | | | | 1,028,657 | |
(1) | Per the provisions of his employment agreement (which terminated upon his retirement on June 25, 2021), Mr. Slager will receivereceived a benefit, payable to him following the 6-month anniversary of his termination of employment for any reason.retirement. This contractual payment is $2,287,972, increased at an annual rate of 6% compounded annually, from December 5, 2008 until the date of his termination.June 25, 2021. The amount shown for him in this column reflects the annual increase to the the payment. |
(2) | Includes perquisites and personal benefits received by aan NEO, to the extent that the total value of such perquisites and personal benefits was at least $10,000. The amountamounts shown for Mr. Vander Ark and Mr. Slager reflectsreflect the incremental cost of providing Company-owned aircraft for personalnon-business travel. This valuation differs from the valuation under applicable tax guidelines. Aggregate incremental cost includes the cost of in-flight catering, landing and ground handling fees, hangar or parking costs, and fuel costs based on the average annual cost of fuel per hour flown. Fixed costs that do not change based on usage are not included. The amount shown for Ms. Ellingsen reflects a grossed-up restorative payment to correct a 2020 administrative tax withholding error that the Company made associated with the vesting of contributions credited to Ms. Ellingsen’s DCP account. The error was unique to Ms. Ellingsen, and Ms. Ellingsen neither caused nor influenced the error or the correction. |
(3) | NEOs and other executives are entitled to participate in a concierge medical services program at an estimated cost per participant of $162. The cost is paid by the Company on behalf of the participant and it is not included in the table shownis paid by the Company on behalf of the participant and it is not included in the table shown above. |
(4) | For Mr. Slager, All Other Compensation for 2021 includes the following payments associated with his transition agreement: $644,443 for consulting, transition services and future cooperation, $9,344 for the self-employment Medicare tax associated with his independent contractor payments, and $6,534 for the employer portion of his health & welfare benefits. |
| Republic Services, Inc. 2022 Proxy Statement | | | 69 |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 69 |
| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Grants of Plan-BasedPlan-Based Awards in 20202021 The following table sets forth information concerning each grant of an award to an NEO during the year ended December 31, 20202021 under the Executive Incentive Plan or the SIP. Information regarding our awards under these plans also is included in our Compensation Discussion and Analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | Award Type(1) | | Grant Date | | Estimated Future Payouts Under Non Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | All Other Stock Awards: Number of
Shares of Stock or Units (#) | | Grant Date Fair
Value of Stock and Option Awards ($) | | Threshold ($)(2) | | Target ($) | | Maximum ($)(3) | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | | | Donald W. Slager | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,727 | | | | | 2,885,053 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 3,025 | | | | | 60,490 | | | | | 90,735 | | | | | | | | | | 6,274,385 | | | Annual Cash Incentive | | | | | | 40,669 | | | | | 1,626,750 | | | | | 3,253,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian M. DelGhiaccio | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,589 | | | | | 260,013 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 194 | | | | | 3,884 | | | | | 5,826 | | | | | | | | | | 402,875 | | | RSUs(5) | | 6/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,352 | | | | | 200,038 | | | Annual Cash Incentive | | | | | | 10,042 | | | | | 401,666 | | | | | 803,332 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2018-2020 Supp. LTIP(6) | | | | | | 5,000 | | | | | 100,000 | | | | | 150,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019-2021 Supp. LTIP(6) | | | | | | 11,667 | | | | | 233,333 | | | | | 350,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020-2022 Supp. LTIP(6) | | | | | | 17,646 | | | | | 352,917 | | | | | 529,376 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Catharine D. Ellingsen | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,577 | | | | | 560,098 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 386 | | | | | 7,717 | | | | | 11,576 | | | | | | | | | | 800,447 | | | Annual Cash Incentive | | | | | | 10,700 | | | | | 428,000 | | | | | 856,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Charles F. Serianni | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,373 | | | | | 640,040 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 468 | | | | | 9,360 | | | | | 14,040 | | | | | | | | | | 970,876 | | | Annual Cash Incentive | | | | | | 12,600 | | | | | 504,000 | | | | | 1,008,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Timothy E. Stuart | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,468 | | | | | 750,011 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 697 | | | | | 13,941 | | | | | 20,912 | | | | | | | | | | 1,446,058 | | | Annual Cash Incentive | | | | | | 13,813 | | | | | 552,500 | | | | | 1,105,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jon Vander Ark | | RSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,966 | | | | | 800,025 | | | PSUs | | 2/14/2020 | | | | | | | | | | | | | | | | | | | 846 | | | | | 16,928 | | | | | 25,392 | | | | | | | | | | 1,755,881 | | | Annual Cash Incentive | | | | | | 19,000 | | | | | 760,000 | | | | | 1,520,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Estimated Future Payouts Under Non-Equity | | | Estimated Future Payouts Under Equity Incentive | | | All Other Stock Awards: Number of | | Grant Date Fair Value | | | | | | | | Incentive Plan Awards | | | Plan Awards(4) | Shares of | | of Stock | | NAME | | Award Type (1) | | Grant Date | | Threshold ($)(2) | | | Target ($) | | | Maximum ($)(3) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Stock or Units (#) | | and Option Awards ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 2/23/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,242 | | | 1,000,088 | | | | PSUs | | 2/23/2021 | | | | | | | | | | | | | | | 1,357 | | | | 27,148 | | | | 40,722 | | | | | | | 2,415,086 | | Jon | | RSUs | | 6/25/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,677 | | | 400,058 | | Vander Ark | | PSUs | | 6/25/2021 | | | | | | | | | | | | | | | 391 | | | | 7,813 | | | | 11,720 | | | | | | | 850,054 | | | | Annual Cash Incentive | | | | | 33,750 | | | | 1,350,000 | | | | 2,700,000 | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 2/23/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,464 | | | 575,037 | | Brian M. | | PSUs | | 2/23/2021 | | | | | | | | | | | | | | | 524 | | | | 10,471 | | | | 15,707 | | | | | | | 931,500 | | DelGhiaccio | | Annual Cash Incentive | | | | | 11,400 | | | | 456,000 | | | | 912,000 | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 2/23/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,464 | | | 575,037 | | Catharine D. | | PSUs | | 2/23/2021 | | | | | | | | | | | | | | | 517 | | | | 10,342 | | | | 15,513 | | | | | | | 920,024 | | Ellingsen | | Annual Cash Incentive | | | | | 10,900 | | | | 436,000 | | | | 872,000 | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,958 | | | 530,024 | | Jeffrey A. | | PSUs | | | | | | | | | | | | | | | | | 482 | | | | 9,631 | | | | 14,447 | | | | | | | 856,774 | | Hughes | | Annual Cash Incentive | | | | | 10,700 | | | | 428,000 | | | | 856,000 | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 2/23/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,431 | | | 750,022 | | Timothy E. | | PSUs | | 2/23/2021 | | | | | | | | | | | | | | | 931 | | | | 18,616 | | | | 27,924 | | | | | | | 1,656,079 | | Stuart | | Annual Cash Incentive | | | | | 14,963 | | | | 598,500 | | | | 1,197,000 | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 2/23/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,386 | | | 2,970,019 | | Donald W. | | PSUs | | 2/23/2021 | | | | | | | | | | | | | | | 4,046 | | | | 80,925 | | | | 121,388 | | | | | | | 7,199,088 | | Slager(5) | | Annual Cash Incentive | | | | | 41,889 | | | | 1,675,553 | | | | 3,351,106 | | | | | | | | | | | | | | | | | | | | |
(1) | All equity awards granted in 20202021 were granted under the SIP. For all NEOs, the annualthe annual cash incentiveincentive award was granted granted under the Executive Incentivethe Executive Incentive Plan. For further details regarding further details regarding annual compensation, see “Executive Compensation — Components of Executive of Executive Compensation.” The RSU awards shown aboveshown above are scheduled to vest in equal annual installments over four years, beginning on the first anniversary of the grant date. The PSU awards shown above are scheduled to vest at the end of the three-year performance period based on performance for the 2020-20222021-2023 period. |
(2) | This column shows the annualThis column shows the annual cash incentive payouts that incentive payouts that would have been earned if the minimumbeearned if the minimum performance levellevel were achieved. IfIf at least the minimum level ofthe minimum level of performance was not is not achieved, no payout would bepayout is made.
|
(3) | If the maximum level of performance had beenis achieved under the annualannual cash incentive incentive plan the, the maximum payout would have been 200% ofpayout would be 200% of target. |
(4) | Represents the potential number of shares earned based on achievement ofachievement of performance criteria for PSUPSU awards granted granted under our SIP. Except for Mr. DelGhiaccio, the earned number ofSIP. The earned number of shares is payable is payable half inin cash and half inand half in shares |
70 | Republic Services, Inc. 2021 Proxy Statement
| for all NEOs. For Mr. DelGhiaccio, the earned number of shares is payable 100% in shares as he was granted performance shares prior to becoming an NEO. NoNo exercise price or other consideration is paid by the NEOs withis paid by the NEOs with respect to PSUPSU awards. The PSUPSU award measurement period is the three-year period beginning January 1, 20202021 and ending December 31, 2022.2023. PSUs accrue dividend equivalents, which are paid out based on the number of shares actuallyactually earned, if if any, at the end of thethe end of the performance period. Ifperiod. If at least the minimum level ofthe minimum level of performance is not is not achieved no , no payout would will be made. See “Executive Compensation — Components of Executive Compensation”Executive Compensation” for further details regardingfurther details regarding PSUs. |
(5) | In connection with his promotion to Executive Vice President, Chief Financial Officer in June 2020, Mr. DelGhiaccio was granted a one-time RSU award on June 1, 2020. For additional details, see “Executive Compensation – Employment Agreements and Post-Employment Compensation”.
|
(6) | In connection with his promotion to Executive Vice President, Chief Financial Officer in June 2020, Mr. DelGhiaccio was granted Supplemental LTIP awards for the 2018-2020, 2019-2021, and 2020-2022 performance periods to increase his target awards to account for his time in his new role for the applicable performance periods.
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70 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 71 |
| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
(5) | In accordance with his employment agreement, Mr. Slager became fully vested in his outstanding RSUs and PSUs without proration upon his retirement, provided that his PSUs remain subject to actual satisfaction of the applicable performance criteria through the end of the performance periods applicable to such awards, as determined by the Compensation Committee. |
Outstanding Equity Awards at Fiscal Year End The following table reflects RSU and PSU awards granted to the NEOs that were outstanding as of December 31, 2020.2021. | | | | | | | | | | | | | | | | | | | | | STOCK AWARDS(1)(2) | | | | | | NAME | | Grant Date | | Number of Shares or Units of Stock that Have Not Vested | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | | | | Donald W. Slager | | | | 2/18/2017 | | | | | 11,520 | | | | | 1,109,376 | | | | | 2/18/2018 | | | | | 21,856 | | | | | 2,104,733 | | | | | 2/8/2019 | | | | | 28,297 | | | | | 2,725,001 | | | | | 2/8/2019 | | | | | 79,498 | | | | | 7,655,657 | | | | | 2/14/2020 | | | | | 29,149 | | | | | 2,807,049 | | | | | 2/14/2020 | | | | | 61,378 | | | | | 5,910,701 | | | | | | Brian M. DelGhiaccio | | | | 2/18/2017 | | | | | 665 | | | | | 64,040 | | | | | 2/18/2018 | | | | | 1,216 | | | | | 117,101 | | | | | 2/8/2019 | | | | | 1,617 | | | | | 155,717 | | | | | 2/8/2019 | | | | | 2,777 | | | | | 267,425 | | | | | 7/26/2019 | | | | | 1,757 | | | | | 169,199 | | | | | 2/14/2020 | | | | | 2,628 | | | | | 253,076 | | | | | 2/14/2020 | | | | | 3,941 | | | | | 379,518 | | | | | 6/1/2020 | | | | | 2,374 | | | | | 228,616 | | | | | | Catharine D. Ellingsen | | | | 2/18/2017 | | | | | 1,553 | | | | | 149,554 | | | | | 2/18/2018 | | | | | 3,238 | | | | | 311,819 | | | | | 2/8/2019 | | | | | 5,053 | | | | | 486,604 | | | | | 2/8/2019 | | | | | 8,759 | | | | | 843,492 | | | | | 2/14/2020 | | | | | 5,659 | | | | | 544,962 | | | | | 2/14/2020 | | | | | 7,831 | | | | | 754,125 | | | | | | Charles F. Serianni | | | | 2/18/2017 | | | | | 2,437 | | | | | 234,683 | | | | | 2/18/2018 | | | | | 5,020 | | | | | 483,426 | | | | | 2/8/2019 | | | | | 6,265 | | | | | 603,320 | | | | | 2/8/2019 | | | | | 12,126 | | | | | 1,167,734 | | | | | 2/14/2020 | | | | | 6,467 | | | | | 622,772 | | | | | 2/14/2020 | | | | | 9,500 | | | | | 914,850 | | | | | | Timothy E. Stuart | | | | 2/18/2017 | | | | | 2,327 | | | | | 224,090 | | | | | 4/7/2017 | | | | | 51,150 | | | | | 4,925,745 | | | | | 2/18/2018 | | | | | 4,249 | | | | | 409,179 | | | | | 2/8/2019 | | | | | 5,661 | | | | | 545,154 | | | | | 2/8/2019 | | | | | 11,319 | | | | | 1,090,020 | | | | | 2/14/2020 | | | | | 7,577 | | | | | 729,665 | | | | | 2/14/2020 | | | | | 14,147 | | | | | 1,362,356 | | | | | | Jon Vander Ark | | | | 2/18/2017 | | | | | 2,326 | | | | | 223,994 | | | | | 4/7/2017 | | | | | 85,249 | | | | | 8,209,479 | | | | | 2/18/2018 | | | | | 5,061 | | | | | 487,374 | | | | | 2/8/2019 | | | | | 6,821 | | | | | 656,862 | | | | | 2/8/2019 | | | | | 19,200 | | | | | 1,848,960 | | | | | 2/14/2020 | | | | | 8,083 | | | | | 778,393 | | | | | 2/14/2020 | | | | | 17,178 | | | | | 1,654,241 | |
STOCK AWARDS(1)(2) | | | | | | | | | | | | | | | | | | | | NAME | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan: Market or Payout Value of Unearned Shares, Units or Rights that Have Not Vested ($) | | | | | | | | | | | | | | | | | | | | Jon Vander Ark | 4/7/2017 | | | 86,614 | | | | 12,078,322 | | | | — | | | | — | | | | 2/18/2018 | | | 2,570 | | | | 358,387 | | | | — | | | | — | | | | 2/8/2019 | | | 4,621 | | | | 644,398 | | | | — | | | | — | | | | 2/14/2020 | | | 6,160 | | | | 859,012 | | | | 17,514 | | | | 2,442,327 | | | | 2/23/2021 | | | 11,371 | | | | 1,585,686 | | | | 27,556 | | | | 3,842,684 | | | | 6/25/2021 | | | 3,704 | | | | 516,523 | | | | 7,897 | | | | 1,101,237 | | | Brian M. DelGhiaccio | 2/18/2018 | (3) | | 617 | | | | 86,041 | | | | — | | | | — | | | | 2/8/2019 | (4) | | 1,095 | | | | 152,698 | | | | — | | | | — | | | | 2/14/2020 | | | 2,002 | | | | 279,179 | | | | 4,018 | | | | 560,310 | | | | 6/1/2020 | | | 1,810 | | | | 252,405 | | | | — | | | | — | | | | 2/23/2021 | (5) | | 6,538 | | | | 911,724 | | | | 10,629 | | | | 1,482,214 | | | Catharine D. Ellingsen | 2/18/2018 | | | 1,646 | | | | 229,535 | | | | — | | | | — | | | | 2/8/2019 | | | 3,423 | | | | 477,337 | | | | — | | | | — | | | | 2/14/2020 | | | 4,312 | | | | 601,308 | | | | 7,985 | | | | 1,113,508 | | | | 2/23/2021 | | | 6,537 | | | | 911,585 | | | | 10,498 | | | | 1,463,946 | | | Jeffrey A. Hughes | 2/18/2018 | | | 2,056 | | | | 286,709 | | | | — | | | | — | | | | 2/8/2019 | | | 3,423 | | | | 477,337 | | | | — | | | | — | | | | 2/14/2020 | | | 4,004 | | | | 558,358 | | | | 7,416 | | | | 1,034,161 | | | | 2/23/2021 | | | 6,026 | | | | 840,326 | | | | 9,775 | | | | 1,363,124 | | | Timothy E. Stuart | 4/7/2017 | (6) | | 51,970 | | | | 7,247,217 | | | | — | | | | — | | | | 2/18/2018 | | | 2,159 | | | | 301,073 | | | | — | | | | — | | | | 2/8/2019 | | | 3,835 | | | | 534,791 | | | | — | | | | — | | | | 2/14/2020 | | | 5,774 | | | | 805,184 | | | | 14,423 | | | | 2,011,287 | | | | 2/23/2021 | | | 8,527 | | | | 1,189,090 | | | | 18,896 | | | | 2,635,047 | | | Donald W. Slager | 2/14/2020 | | | — | | | | — | | | | 62,582 | | | | 8,727,060 | | | | 2/23/2021 | | | — | | | | — | | | | 82,141 | | | | 11,454,562 | | |
(1) | The values of the RSUs and PSUs are based on $96.30 per The values of the RSUs and PSUs are based on $139.45per share which was the closing price of Republic’s stock on December , which was the closing price of Republic’s stock on December 31 2020, the , 2021, the last trading day of our fiscal trading day of our fiscal year.
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(2) | Includes PSUs for the 2019-2021 and 2020-2022 performance periods. Subsequent to the end of a performance period, PSU payouts are generally made in February of the succeeding year after the Compensation Committee has determined the achievement of performance metrics. The PSUs for 2018-2020 performance period are not included in the table as they are considered vested as of December 31, 2020 for proxy statement disclosure purposes; instead, such PSUs are included in the “Option Exercises and Stock Vested In 2020” table.
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(2) | Includes PSUs for the 2020-2022and 2021-2023performance periods. Subsequent to the end of a performance period, PSU payouts are generally made in February of the succeeding year after the Talent & Compensation Committee has determined the achievement of performance metrics. The PSUs for 2019-2021performance period are not included in the table as they are considered vested as of December 31, 2021for proxy statement disclosure purposes; instead, such PSUs are included in the “Option Exercises and Stock Vested In 2021” table. |
(3) | Mr. DelGhiaccio deferred 100% of his RSU award granted in 2018. |
(4) | Mr. DelGhiaccio deferred 100% of his RSU award granted in 2019. |
(5) | Mr. DelGhiaccio deferred 50% of his RSU award granted in 2021. |
(6) | Mr. Stuart deferred 25% of his RSU award granted in 2017. |
| Republic Services, Inc. 2022 Proxy Statement | | | 71 |
72 | Republic Services, Inc. 2021 Proxy Statement
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
The vesting dates and number of shares vesting for the RSUs and PSUs are shown in the following table. | | RSUs | | PSUs | | NAME | | Vesting Date | Shares Vesting | | Vesting Date | Shares Vesting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | PSUs | 2/8/2022 | | 2,310 | | 12/31/2022 | | 17,514 | | | | 2/14/2022 | | 2,052 | | 12/31/2023 | | 35,453 | | | NAME | | Vesting Date | | Shares Vesting | | Vesting Date | | Shares Vesting | | | | 2/18/2022 | | 2,570 | | | | | | | | 2/23/2022 | | 2,842 | | | | | | | | 4/7/2022 | | 86,614 | | | | | | Jon Vander Ark | | 6/25/2022 | | 925 | | | | | | | | 2/8/2023 | | 2,310 | | | | | | | | 2/14/2023 | | 2,053 | | | | | | | | 2/23/2023 | | 2,842 | | | | | | | | 6/25/2023 | | 925 | | | | | | | | 2/14/2024 | | 2,053 | | | | | | | | 2/23/2024 | | 2,843 | | | | | | | | 6/25/2024 | | 926 | | | | | | | | 2/23/2025 | | 2,843 | | | | | | | | 6/25/2025 | | 927 | | | | | | | | 2/8/2022 | | 547 | | 12/31/2022 | | 4,018 | | | | 2/14/2022 | | 666 | | 12/31/2023 | | 10,629 | | | | 2/18/2022 | | 617 | | | | | | | | 2/23/2022 | | 1,635 | | | | | | | | 6/1/2022 | | 603 | | | | | | | | 2/8/2023 | | 547 | | | | | | Brian M. DelGhiaccio (1) | | 2/14/2023 | | 667 | | | | | | | | 2/23/2023 | | 1,635 | | | | | | | | 6/1/2023 | | 603 | | | | | | | | 2/14/2024 | | 667 | | | | | | | | 2/23/2024 | | 1,635 | | | | | | | | 6/1/2024 | | 603 | | | | | | | | 2/23/2025 | | 1,635 | | | | | | | | 2/8/2022 | | 1,711 | | 12/31/2022 | | 7,985 | | | | 2/14/2022 | | 1,437 | | 12/31/2023 | | 10,498 | | | | 2/18/2022 | | 1,646 | | | | | | | | 2/23/2022 | | 1,634 | | | | | | Catharine D. Ellingsen | | 2/8/2023 | | 1,711 | | | | | | | | 2/14/2023 | | 1,437 | | | | | | | | 2/23/2023 | | 1,634 | | | | | | | | 2/14/2024 | | 1,438 | | | | | | | | 2/23/2024 | | 1,634 | | | | | | | | 2/23/2024 | | 1,635 | | | | | | | | 2/8/2022 | | 1,711 | | 12/31/2022 | | 7,416 | | | | 2/14/2022 | | 1,334 | | 12/31/2023 | | 9,775 | | | | 2/18/2022 | | 2,056 | | | | | | | | 2/23/2022 | | 1,505 | | | | | | Jeffrey A. Hughes | | 2/8/2023 | | 1,711 | | | | | | | | 2/14/2023 | | 1,334 | | | | | | | | 2/23/2023 | | 1,506 | | | | | | | | 2/14/2024 | | 1,336 | | | | | | | | 2/23/2024 | | 1,507 | | | | | | | | 2/23/2025 | | 1,507 | | | | | | | | 2/8/2022 | | 1,917 | | 12/31/2022 | | 14,423 | | | | 2/14/2022 | | 1,924 | | 12/31/2023 | | 18,896 | | | | 2/18/2022 | | 2,159 | | | | | | | | 2/23/2022 | | 2,131 | | | | | | | | 4/7/2022 | | 51,970 | | | | | | Timothy E. Stuart (2) | | 2/8/2023 | | 1,917 | | | | | | | | 2/14/2023 | | 1,924 | | | | | | | | 2/23/2023 | | 2,131 | | | | | | | | 2/14/2024 | | 1,925 | | | | | | | | 2/23/2024 | | 2,131 | | | | | | | | | 2/23/2025 | | 2,133 | | | | | | Donald W. Slager | | 2/8/2021 | | 9,432 | | 12/31/2021 | | 79,498 | | | | | 12/31/2022 | | 62,582 | | | 2/14/2021 | | 7,287 | | 12/31/2022 | | 61,378 | | | 2/18/2021 | | 11,520 | | | | | | | 2/18/2021 | | 10,928 | | | | | | | 2/8/2022 | | 9,432 | | | | | | | 2/14/2022 | | 7,287 | | | | | | | 2/18/2022 | | 10,928 | | | | | | | 2/8/2023 | | 9,433 | | | | | | | 2/14/2023 | | 7,287 | | | | | | | 2/14/2024 | | 7,288 | | | | | | | | | | | | | 12/31/2023 | | 82,141 | | Brian M. DelGhiaccio | | 2/8/2021 | | 539 | | 12/31/2021 | | 4,534 | | | 2/14/2021 | | 657 | | 12/31/2022 | | 3,941 | | | 2/18/2021 | | 665 | | | | | | | 2/18/2021 | | 608 | | | | | | | 6/1/2021 | | 593 | | | | | | | 2/8/2022 | | 539 | | | | | | | 2/14/2022 | | 657 | | | | | | | 2/18/2022 | | 608 | | | | | | | 6/1/2022 | | 594 | | | | | | | 2/8/2023 | | 539 | | | | | | | 2/14/2023 | | 657 | | | | | | | 6/1/2023 | | 593 | | | | | | | 2/14/2024 | | 657 | | | | | | | 6/1/2024 | | 594 | | | | | | | | | | Catharine D. Ellingsen | | 2/8/2021 | | 1,684 | | 12/31/2021 | | 8,759 | | | 2/14/2021 | | 1,414 | | 12/31/2022 | | 7,831 | | | 2/18/2021 | | 1,553 | | | | | | | 2/18/2021 | | 1,619 | | | | | | | 2/8/2022 | | 1,684 | | | | | | | 2/14/2022 | | 1,415 | | | | | | | 2/18/2022 | | 1,619 | | | | | | | 2/8/2023 | | 1,685 | | | | | | | 2/14/2023 | | 1,415 | | | | | | | 2/14/2024 | | 1,415 | | | | | | | | | | Charles F. Serianni | | 2/8/2021 | | 2,088 | | 12/31/2021 | | 12,126 | | | 2/14/2021 | | 1,616 | | 12/31/2022 | | 9,500 | | | 2/18/2021 | | 2,437 | | | | | | | 2/18/2021 | | 2,510 | | �� | | | | | 2/8/2022 | | 2,088 | | | | | | | 2/14/2022 | | 1,617 | | | | | | | 2/18/2022 | | 2,510 | | | | | | | 2/8/2023 | | 2,089 | | | | | | | 2/14/2023 | | 1,617 | | | | | | | 2/14/2024 | | 1,617 | | | | | |
72 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 73 |
| | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
(1) | | Mr. DelGhiaccio has deferral arrangements for his awards with the following vesting dates: 2/8/22: Deferred 100%; 2/18/22: Deferred 100%; 2/23/22: Deferred 50%; 2/8/23: Deferred 100%; 2/23/23: Deferred 50%; 2/23/24: Deferred 50%;2/23/25: Deferred 50% |
| | | | | | | | | | | | | | | | | | | | | | | | RSUs | | PSUs | | | | | | | NAME | | Vesting Date | | Shares Vesting | | Vesting Date | | Shares Vesting | | | | | | Timothy E. Stuart | | 2/8/2021 | | 1,887 | | 12/31/2021 | | 11,319 | | 2/14/2021 | | 1,894 | | 12/31/2022 | | 14,147 | | 2/18/2021 | | 2,327 | | | | | | 2/18/2021 | | 2,124 | | | | | | 2/8/2022 | | 1,887 | | | | | | 2/14/2022 | | 1,894 | | | | | | 2/18/2022 | | 2,125 | | | | | | 4/7/2022 | | 51,150 | | | | | | 2/8/2023 | | 1,887 | | | | | | 2/14/2023 | | 1,894 | | | | | | 2/14/2024 | | 1,895 | | | | | | | | | | Jon Vander Ark | | 2/8/2021 | | 2,273 | | 12/31/2021 | | 19,200 | | 2/14/2021 | | 2,020 | | 12/31/2022 | | 17,178 | | 2/18/2021 | | 2,326 | | | | | | 2/18/2021 | | 2,530 | | | | | | 2/8/2022 | | 2,274 | | | | | | 2/14/2022 | | 2,021 | | | | | | 2/18/2022 | | 2,531 | | | | | | 4/7/2022 | | 85,249 | | | | | | 2/8/2023 | | 2,274 | | | | | | 2/14/2023 | | 2,021 | | | | | | 2/14/2024 | | 2,021 | | | | |
(2) | Mr. Stuart deferred 25% of his RSU award scheduled to vest on 4/7/22. |
74 | Republic Services, Inc. 2021 Proxy Statement
Option Exercises and PSUs and RSUs Vested in 20202021
The following table reflects stock options exercised and the vesting of previously granted RSUs and PSUs for each of the NEOs during the year ended December 31, 2020.2021. The value realized upon exercise of the options and the shares represented by the vesting of the RSUs or PSUs is based on the closing price of our stock on the exercise date and the vesting date, respectively. OPTION EXERCISES AND PSUs AND RSUs VESTED IN 2020date.
| | | | OPTION AWARDS | | STOCK AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | | Number of Shares Acquired on Exercise | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting | | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | | | | | | | | | | | | Donald W. Slager | | | 176,057 | | | | | 10,203,990 | | | | | 138,678 | | | | | 12,945,147 | | | | | | | Jon Vander Ark | | | 27,653 | | | | 3,060,908 | | | Brian M. DelGhiaccio | | | — | | | | | — | | | | | 8,704 | | | | | 823,846 | | | 7,233 | | | | 528,548 | | | | | | | Catharine D. Ellingsen | | | — | | | | | — | | | | | 13,870 | | | | | 1,296,811 | | | 14,720 | | | | 1,589,228 | | | | | | | Charles F. Serianni | | | 18,685 | | | | | 1,156,932 | | | | | 24,550 | | | | | 2,308,179 | | | | | | | Jeffrey A. Hughes | | | 20,141 | | | | 2,086,489 | | | Timothy E. Stuart | | | 5,282 | | | | | 246,141 | | | | | 21,554 | | | | | 2,014,252 | | | 19,151 | | | | 2,065,450 | | | | | | | Jon Vander Ark | | | — | | | | | — | | | | | 34,391 | | | | | 3,245,408 | | | Donald W. Slager(2) | | | 202,363 | | | | 24,472,262 | |
(1) | The amounts reflected in this table include the vesting in 20202021 of PSUs granted for the 2018-20202019-2021 performance period. For Ms. Ellingsen and Messrs. Slager, SerianniVander Ark, Hughes and Vander Ark,Slager, upon vesting, 50% of the PSU awards settled in cash on February 11, 2021,8, 2022, and 50% of the PSU awards settled in shares on February 23, 2021.11, 2022. For Messrs. DelGhiaccio and Stuart, upon vesting, 100% of the PSU awards settled in shares on February 23, 2021.11, 2022. |
(2) | In accordance with his employment agreement, Mr. Slager became fully vested in his outstanding RSUs without proration upon his retirement. | | | | | |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 75 |
Nonqualified Deferred Compensation in 20202021 The following table reflects information concerning the participation of our NEOs in our nonqualified Deferred Compensation Plan and Mr. Slager’s Supplemental Retirement Benefit for the year ended December 31, 2020.Plan. For a description of that plan, and his benefit, see “Executive Compensation — Compensation Discussion and Analysis — Components of Executive Compensation — Fixed Compensation and Benefits — Deferred Compensation Plan and Deferred Compensation Savings Program Contributions.” | | NAME | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($)(2) | | Aggregate Earnings in Last Fiscal Year ($)(3) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($)(4) | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last Fiscal Year End ($)(4) | | | | | | | | | | | | | | | | | | | | | | | | Jon Vander Ark | | | 100,472 | | | | 113,969 | | | | 836,239 | | | | — | | | | 3,837,704 | | Brian M. DelGhiaccio | | | 213,589 | | | | 82,608 | | | | 1,098,235 | | | | (208,290 | ) | | | 4,768,585 | | Catharine D. Ellingsen | | | 89,845 | | | | 88,143 | | | | 1,172,091 | | | | — | | | | 4,277,420 | | Jeffrey A. Hughes | | | 646,379 | | | | 89,208 | | | | 3,564,351 | | | | — | | | | 14,217,847 | | Timothy E. Stuart | | | 101,215 | | | | 86,302 | | | | 912,862 | | | | — | | | | 4,298,066 | | | Donald W. Slager | | | 1,919,542 | | | | | 420,343 | | | | | 1,148,866 | | | | | — | | | | | 18,303,157 | | | 1,682,704 | | | | 264,209 | | | | 1,544,128 | | | | (21,662,685 | ) | | | 131,514 | | | | | | | Brian M. DelGhiaccio | | | 633,943 | | | | | 79,362 | | | | | 62,909 | | | | | — | | | | | 3,582,529 | | | | | | | | Catharine D. Ellingsen | | | 117,362 | | | | | 88,640 | | | | | 333,723 | | | | | — | | | | | 2,877,342 | | | | | | | | Charles F. Serianni | | | 1,022,319 | | | | | 99,011 | | | | | 671,227 | | | | | — | | | | | 11,213,576 | | | | | | | | Timothy E. Stuart | | | 105,574 | | | | | 86,606 | | | | | 309,759 | | | | | — | | | | | 3,194,780 | | | | | | | | Jon Vander Ark | | | 77,041 | | | | | 101,817 | | | | | 273,779 | | | | | — | | | | | 2,738,055 | | |
(1) | Executive contributionsAll amounts contributed to the DCP of base salary areby the NEOs in 2021 have been included in the Salary column in the Summary Compensation Table annual cash and long-term cash incentive compensation are included in theas Salary, Stock Awards or Non-Equity Incentive Plan Compensation column of the Summary Compensation Table, and RSUs and PSUs are included in the Stock Awards column of the Summary Compensation Table. The following contributions are rounded to the nearest whole dollar and approximate: (i) cash deferred ($1,919,542 for Mr. Slager, $92,400 for Mr. DelGhiaccio, $79,059 for Ms. Ellingsen, $338,993 for Mr. Serianni, $48,119 for Mr. Stuart and $77,041 for Mr. Vander Ark); (ii) RSUs deferred ($452,260 for Mr. DelGhiaccio, $38,303 for Ms. Ellingsen and $57,455 for Mr. Stuart); and (iii) stock-settled PSUs deferred ($89,282 for Mr. DelGhiaccio and $683,326 for Mr. Serianni).Compensation.
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(2) | This column includes retirement contributions of $65,000 for each of Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark, DelGhiaccio, Hughes and Stuart that were made by Republic to the plan on behalf of the executive. These amounts vest in accordance with the terms of the plan described in the Compensation Discussion and Analysis. Per the provisions of his employment agreement, Mr. Slager will receivereceived a benefit, payable to himwhich was paid following the 6-month anniversary of his termination of employment for any reason.retirement. This contractual payment is $2,287,972, increased at an annual rate of 6%, compounded annually from December 5, 2008 until the date of his termination.through June 25, 2021. The amount set forth in the table above includes the annual increase to the payment. All other amounts in this column relate to matching contributions made by Republic during 20212022 that are attributable to 20202021 executive contributions. |
| Republic Services, Inc. 2022 Proxy Statement | | | 73 |
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(3) | For deferrals of RSUs and stock-settled PSUs, earnings are calculated based on the change in the price of our common stock during 2020.2021. For cash deferrals, earnings are calculated based on the performance of the measurement funds selected by the participants. |
(4) | IncludesFor Ms. Ellingsen and Messrs. Vander Ark and Stuart, these amounts include the following amounts reported as compensation in 2019 and 2020 in the Summary Compensation Table: Mr. Vander Ark: $278,520; Ms. Ellingsen: $220,183; and Mr. Stuart: $183,144. For Mr. DelGhiaccio, it includes $633,943 that was reported as compensation in the 2020 in the Summary Compensation Table, and for Mr. Hughes, it includes $243,637 that was reported as compensation for 2020, 2019 or 2018: Mr. Slager: $456,465 in 2020, $898,316 in 2019 and $781,669 in 2018; Mr. DelGhiaccio: $79,362 in 2020; Ms. Ellingsen: $110,019 in 2020, $166,924 in 2019, and $159,186 in 2018; Mr. Serianni: $251,021 in 2020, $551,021 in 2019, and $544,791 in 2018; Mr. Stuart: $106,086 in 2020 and $128,502 in 2019; and Mr. Vander Ark: $125,797 in 2020, $169,452 in 2019 and $155,874 in 2018.the Summary Compensation Table.
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Employment Agreements and Post-Employment Compensation Employment Agreements We havehad an employment agreement with Mr. Slager that provides for,expired upon his retirement on June 25, 2021. Mr. Slager’s employment agreement was superseded by a transition agreement that was entered into as of March 26, 2021 and is described below. Mr. Hughes’ employment agreement, among other things, provides for consideration to be paid to Mr. Slagerhim upon termination of employment, as described below. This employment agreementIt contains post-termination restrictive covenants, including a covenant not to compete and not to solicit customers and employees that lastslast for two years, except that if his employment is terminated by us without cause or if he has a termination for good reason within six months before or two years after a change in control, his restrictions last three years. The agreement provides for a minimum base salary and eligibility to participate in our performance-based annual and LTI plans. It also provides for accelerated vesting of equity-based awards and annual incentive awards in certain circumstances and continued coverage under certain welfare plans for a specified period of time. We do not have employment agreements with Ms. Ellingsen or Messrs. Vander Ark, DelGhiaccio Serianni, Stuart and Vander Ark.Stuart. Mr. Slager Under Mr. Slager’s transition agreement, he is obligated to provide certain transition and consulting services to the Company as an independent contractor, and to assist and cooperate with the Company concerning matters about which he possesses relevant knowledge and information. In addition, certain provisions of his employment agreement, including the restrictive covenant, confidentiality, nondisparagement and future cooperation provisions, remain in effect. In connection with his retirement from the Company, and as consideration for the further services and cooperation to be provided by Mr. Slager, Mr. Slager received or is due to receive the following payments under his employment agreement and the transition agreement. Mr. Slager received his base salary earned, as well as earned but unused vacation, under his employment agreement through his retirement date of June 25, 2021. He also received (or is entitled to receive) all accrued and Republicvested benefits under the Company’s employee benefit plans, and reimbursements of business expenses incurred through June 25, 2021 in accordance with the Company’s policies. Mr. Slager received payment for his transition and consulting services and his future cooperation equal to the base salary that he would have received as an employee under his employment agreement, through December 31, 2021. In addition, as noted under “Modest Perquisites” on page 62, the Company paid to Mr. Slager an amount to make him whole for the additional self-employment Medicare tax, net of any allowable income tax deduction for such tax, with respect to such payment. Mr. Slager received his 2021 annual incentive award which was fully vested and paid without proration, as determined by the Talent & Compensation Committee and noted in the “2021 Annual Incentive Opportunity” table on page 59 and the 2021 Summary Compensation Table on page 68. In accordance with his employment agreement, and as noted in the “PSUs and RSUs Vested in 2021” table on page 73 and in the 2021 Summary Compensation Table on page 68, Mr. Slager became fully vested in his outstanding RSUs and PSUs without proration upon his retirement, provided that his PSUs remain subject to actual satisfaction of the applicable performance criteria through the end of the performance periods applicable to such awards, as determined by the Talent & Compensation Committee. Mr. Slager received a distribution of his account balance in the Deferred Compensation Plan, as well as a lump sum distribution of his Supplemental Retirement Benefit, as described in his employment agreement, as noted in the “Nonqualified Deferred Compensation in 2021” table on page 73 and in the 2021 Summary Compensation Table on page 68. As noted under “Modest Perquisites” on page 62, the Company reimbursed the legal fees incurred by Mr. Slager in connection with the preparation of the transition agreement. Mr. Hughes Mr. Hughes entered into an employment agreement on October 29, 2013, whichthat was amended oneffective December 23, 2014, by the First Amendment to the Employment Agreement (as so amended, the “Slager5, 2008 (the “Hughes Agreement”). The SlagerHughes Agreement, together with the applicable plans and awardsaward agreements, provide that Mr. SlagerHughes will be compensated as follows upon the occurrence of each respective scenario:
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Death: Upon Mr. Slager’sHughes’ death: the Company will pay his base salary earned, but not yet paid, and unused vacation; the Company will pay his Supplemental Retirement Benefit;the employer contributions to the DCP made on Mr. Hughes’ behalf and earnings on those amounts; his annual cash incentive awards will vest and be payable at target, except that any awards determined to be earned prior to death will be payable following the end of the applicable performance period at the actual amount to be determined; his vested but unexercised stock optionsoutstanding equity awards will remain exercisable for the lesser of five years from the termination date or the remaining term of the option, all unvested stock options and RSUs are forfeited, and immediately vest; his earned PSUs will vest on a prorated schedule; and 76 | Republic Services, Inc. 2021 Proxy Statement
all amounts credited or eligible to be credited under the Deferred Compensation Plan will vest; and
his familyqualified beneficiaries will receive continued coverage under certain welfare plans until eligible for benefits from another employer or the government.a specified period of time in accordance with our benefit continuation policy under COBRA. Disability:Disability: If Mr. Slager’sHughes’ employment is terminated due to disability:
he will receive his base salary earned, but not yet paid, and unused vacation; he will receive his Supplemental Retirement Benefit; his base salary will be continued for three years, mitigatedthe employer contributions to the extent payments areDCP made to him pursuant to any disability insurance policies paid for by the Company;on Mr. Hughes’ behalf and earnings on those amounts;
his annual cash incentive awards will vest and be payable on a prorated basis in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period, except that any awards determined to be earned prior to any disability willshall be payable following the end of the applicable performance period at the actual amount to be determined; hisall outstanding equity that would otherwise vest in the year of terminationawards will vest immediately and his stock options will remain exercisable for the lesser of five years from the termination date or the remaining term of the option;vest; his earned PSUs will vest on a prorated schedule; and all amounts credited or eligible to be credited under the Deferred Compensation Planhe and his qualified beneficiaries will vest; and he will continue to receive continued coverage under certain welfare plans until he becomes eligible for benefits from another employer or the government.a specified period of time in accordance with our benefit continuation policy under COBRA.
Without Cause by the Company or by Mr. Slager for Good Reason:Company: If Mr. Slager’sHughes’ employment is terminated without cause or by Mr. Slager for good reason (as such terms areterm is defined in the SlagerHughes Agreement): the Companyhe will payreceive his base salary earned, but not yet paid, and unused vacation; the Company will pay his Supplemental Retirement Benefit;
he will continue to receive his base salary for three years;one year; he will receive outplacement services for upthe employer contributions to one year, with such benefit not to exceed $50,000;the DCP made on Mr. Hughes’ behalf and earnings on those amounts; hisall annual cash incentive awards will vest and be payable on a prorated basis in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period; his outstanding equity that would otherwisewill continue to vest in thefor up to one year of termination will vest immediately, and his stock options will remain exercisable for the lesser of three years from the termination date or the remaining term of the option;following termination; his earned PSUs will vest on a prorated schedule; and all amounts credited or eligible to be credited under the Deferred Compensation Plan will vest;he his qualified beneficiaries will receive continued coverage under certain welfare plans until Mr. Slager becomes eligible for benefits from another employer or the government.up to one year.
Without Cause by the Company or by Mr. SlagerHughes for Good Reason – Change in Control: If Mr. Slager’sHughes’ employment is terminated without cause or by Mr. SlagerHughes for good reason in connection with a change in control:control (as such terms are defined in the Hughes Agreement): he will receive his base salary earned, but not yet paid, and unused vacation; he will receive his Supplemental Retirement Benefit;the employer contributions to the DCP made on Mr. Hughes’ behalf and earnings on those amounts; he will receive outplacement services for up to one year, with such benefit not to exceed $50,000;
he will receive a lump sum payment equal to threein the amount of two times the sum of his current base salary and his target annual cash and long-term incentive awards, based on the target award amounts for the performance periods endingyear in the year prior to the year ofwhich termination occurs, payable within six months following his terminationtermination; all annual cash awards outstanding as of employment;the change in control will vest and become payable at target no later than ten days following the change in control; his outstanding equity will immediately vest and his vested options will continue to be exercisable for the lesser of three years from the termination date or the remaining term of the option, and immediately; all performance share awards outstanding as of histhe termination date will vest and become payable at target and without proration; and all amounts credited or eligible to be credited under the Deferred Compensation Plan will vest;he his qualified beneficiaries will receive continued coverage under certain welfare plans until he becomes eligible for benefits from another employer or the government.up to one year.
For Cause by the Company or byif Mr. SlagerHughes Resigns Without Good Reason: If Mr. SlagerHughes is terminated for cause or terminates his employmentresigns without good reason: he will receive his base salary earned, but not yet paid, and unused vacation; he will receive payment ofthe employer contributions to the DCP made on his Supplemental Retirement Benefit;behalf and earnings on those amounts; and for termination other than for cause, he and his qualified beneficiaries will receive continued coverage under certain welfare plans until he becomes eligible for benefits from another employer or the government.in accordance with our benefit continuation policy under COBRA. In each circumstance above in which Mr. Slager is entitled to continued welfare coverage, the estimated value of the benefit was approximately $70,000 as of December 31, 2020. However, as noted above, the benefit continues only to the extent Mr. Slager does not become eligible for benefits from a third party. As a result, the actual benefit could be zero.
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Executive Separation Policy The Talent & Compensation Committee adopted our Executive Separation Policy (the “Separation Policy”) in 2010 to ensure we are able to attract and retain the most qualified and capable professionals to serve in key executive positions to maximize the value of Republic for the benefit of our shareholders. The Separation Policy is in effect for the President & CEO, President, Chief Operating Officer, Chief Financial Officer, Chief Legal Officer, and each Executive Vice President, Senior Vice President, Vice President and Area President who do not have an employment agreement with us.President. The Talent & Compensation Committee may, in its discretion, make the Separation Policy applicable to other members of management. Ms. Ellingsen and Messrs. Vander Ark, DelGhiaccio, Serianni,and Stuart and Vander Ark (collectively, the “Covered Executives”) are our NEOs that participate in our Separation Policy. Severance benefits under the Separation Policy are payable only if they:subject to the following requirements: (1) signhaving an agreement containing non-solicitation, confidentiality and arbitration provisions and, if appropriate, a non-competition provision (which each has done); (2) executeexecuting a separation agreement containing a full release of legal claims; (3) refrainrefraining from disparaging Republic following their employment with us; and (4) provideproviding reasonable cooperation and assistance concerning legal or business matters as requested by Republic following their employment. Under the Separation Policy, together with the applicable plans and award agreements, the Covered Executive will receive the following compensation for each respective scenario: Death: UpontheCoveredExecutive’sdeath: Death: Upon the Covered Executive’s death:theCompanywillpayallbasesalaryearned,butnotyetpaid;
theCompanywillpaytheemployercontributionstotheDCPmadeontheCoveredExecutive’sbehalfandearningsonthoseamounts; theCoveredExecutive’sannualcashincentiveawardswillvestandbepayableattarget,exceptthatanyawardsdeterminedtobeearnedprior todeathwillbepayablefollowingtheendoftheapplicableperformanceperiodattheactualamounttobedetermined; theCoveredExecutive’soutstandingequityawardswillimmediatelyvest; the Company will pay all base salary earned, but not yet paid, and unused vacation; | Republic Services, Inc. 2022 Proxy Statement | | | 75 |
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the Company will pay the employer contributions to the DCP made on the Covered Executive’s behalf and earnings on those amounts;theCoveredExecutive’searnedPSUswillvestonaproratedschedule; forMr.DelGhiaccio,theSupplementalLTIPawardwillvestonproratedschedule;and theCoveredExecutive’ s qualified beneficiaries willreceivecontinuedcoverageundercertainwelfareplansinaccordancewithourbenefitcontinuationpolicyunderCOBRA. Disability: IftheCoveredExecutive’s annual cash incentive awards will vest and be payable at target, except that employmentisterminatedduetodisability: theCompanywillpayallbasesalaryearned,butnotyetpaid; theCompanywillpaytheemployercontributionstotheDCPmadeontheCoveredExecutive’sbehalfandearningsonthoseamounts; theCoveredExecutive’sannualcashincentiveawardswillvestandbepayableonaproratedbasisinanamountdeterminedbythe Talent & CompensationCommittee,basedonactualCompanyperformance,payablefollowingtheendoftheperformanceperiod,exceptthatany awards determined to be earned prior to death will be payable following the end of the applicable performance period at the awardsdeterminedtobeearnedpriortoanydisabilitywillbepayablefollowingtheendoftheapplicableperformanceperiodattheactual amount to be amounttobedetermined; the Covered Executive’s outstanding equity awards will immediately vest,theCoveredExecutive’soutstandingequityawardswillimmediatelyvest; theCoveredExecutive’searnedPSUswillvestonaproratedschedule; forMr.DelGhiaccio,theSupplementalLTIPawardwillvestonproratedschedule;and theCoveredExecutive and his or her stock options will remain exercisablequalified beneficiaries willreceivecontinuedcoverageundercertainwelfareplansinaccordancewithourbenefitcontinuationpolicyunderCOBRA. Without Cause by the Company: IftheCoveredExecutive’semploymentisterminatedwithoutcause(assuchtermisdefinedinthe SeparationPolicy): theCompanywillpayallbasesalaryearned,butnotyetpaid; theCompanywillpaytheemployercontributionstotheDCPmadeontheCoveredExecutive’sbehalfandearningsonthoseamounts; theCoveredExecutivewillreceivecontinuedbasesalaryfortwoyears (provided that Mr. Vander Ark would receive continued base salary plus target annual bonus for the lesser of five years from the termination date or the remaining term of the option;two years); the Covered Executive’s earned PSUs will vest on a prorated schedule;
except for Mr. DelGhiaccio, the Supplemental LTIP Vander Ark, allannualcashincentiveaward will vest on prorated schedule; andswillvestandbepayableonaproratedbasisinanamountdeterminedbythe Talent & CompensationCommittee,based onactualCompanyperformance,payablefollowingtheendoftheperformanceperiod; the Covered Executive will receive continued coverage under certain welfare plans in accordance with our benefit continuation policy under COBRA.
Disability: If the Covered Executive’s employment is terminated due to disability:
the Company will pay all base salary earned, but not yet paid,theCoveredExecutive’soutstandingequityawardswillcontinuetovestforuptooneyearfollowingtermination,withtheexceptionof Messrs. Stuart’s and unused vacation;VanderArk’sretentionRSUawardsgrantedonApril7,2017thatwillvestonaproratedschedule;
the Company will pay the employer contributions to the DCP made on the Covered Executive’s behalf and earnings on those amounts;theCoveredExecutive’searnedPSUswillvestonaproratedschedule; the Covered Executive’s annual cash incentive awards will vest forMr.DelGhiaccio,theSupplementalLTIPawardwillvestonproratedschedule;and be payable on a prorated basis in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period, except that any awards determined to be earned prior to any disability will be payable following the end of the applicable performance period at the actual amount to be determined; the Covered Executive’s outstanding equity awards will immediately vest,theCoveredExecutive and his or her stock options will remain exercisable for the lesser of five years from the termination date or the remaining term of the option;qualified beneficiaries willreceivecontinuedcoverageundercertainwelfareplansforuptotwoyears. the Covered Executive’s earned PSUs will vest on a prorated schedule;
for Mr. DelGhiaccio, the Supplemental LTIP award will vest on prorated schedule; and
the Covered Executive will receive continued coverage under certain welfare plans in accordance with our benefit continuation policy under COBRA.
Without Cause by the Company: If the Covered Executive’s employment is terminated without cause (as such term is defined in the Separation Policy):
the Company will pay all base salary earned, but not yet paid, and unused vacation;
the Company will pay the employer contributions to the DCP made on the Covered Executive’s behalf and earnings on those amounts;
the Covered Executive will receive continued base salary for two years;
all annual cash incentive awards will vest and be payable on a prorated basis in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period;
the Covered Executive’s outstanding equity awards will continue to vest for up to one year following termination, with the exception of Messrs. Stuart’s and Vander Ark’s retention RSU awards granted on April 7, 2017 that will vest on a prorated schedule, and his or her vested stock options will be exercisable for up to one year plus 90 days following termination, but not beyond the original term;
the Covered Executive’s earned PSUs will vest on a prorated schedule;
for Mr. DelGhiaccio, the Supplemental LTIP award will vest on prorated schedule; and
the Covered Executive will receive continued coverage under certain welfare plans for up to two years.
Without Cause by the Company or by the Covered Executive for Good Reason – Change in Control:IftheCoveredExecutive’semploymentis terminatedwithoutcauseorbytheCoveredExecutiveforgoodreason (as (assuchtermsaredefinedintheSeparationPolicy)withinoneyearaftera changeincontrol,then: the Company will pay all base salary theCompanywillpayallbasesalaryearned but not yet paid, and unused vacation; the Company will pay the employer contributions to the DCP made on the Covered Executive’s behalf and earnings on those amounts;,butnotyetpaid;
78 | Republic Services, Inc. 2021 Proxy StatementtheCompanywillpaytheemployercontributionstotheDCPmadeontheCoveredExecutive’sbehalfandearningsonthoseamounts;
theCoveredExecutivewillreceivealumpsumpaymentintheamountoftwotimesthesumofthecurrentbasesalaryandthetargetannual cashincentiveawardfortheyearinwhichterminationoccurs,payablesixmonthsfollowingtermination; allannualcashawardsoutstandingasofthechangeincontrolwillvestandbecomepayableattargetnolaterthantendaysfollowingthe Covered Executive will receive a lump sum payment in the amount of two times the sum of the current base salary and the target annual cash incentive award for the year in which termination occurs, payable within six months following termination;changeincontrol; all annual cash awards outstanding as ofallPSUsoutstandingasoftheterminationdatewillvestandbecomepayableattargetandwithoutproration; theCoveredExecutive’soutstandingequitywillimmediatelyvest; forMr.DelGhiaccio, the change in control will vest and become payable SupplementalLTIPawardoutstandingasoftheterminationdatewillvestandbecomepayableat target no later than ten days following the change in control;targetandwithoutproration;and all PSUs outstanding as of the termination date will vest and become payable at target and without proration;
the Covered Executive’s outstanding equity will immediately vesttheCoveredExecutive and his or her vested options will qualified beneficiaries willreceivecontinue to be exercisable for up to one year following termination, but not beyond the original term;dcoverageundercertainwelfareplansforuptotwoyears. for Mr. DelGhiaccio, the Supplemental LTIP award outstanding as of the termination date will vest and become payable at target and without proration; and
the Covered Executive will receive continued coverage under certain welfare plans for up to two years.
For Cause by the Company or if the Covered Employee Resigns Without Good Reason:IftheCoveredExecutiveisterminatedforcauseby Republicorresignswithoutgoodreason: theCoveredExecutivewillreceiveallbasesalaryearned,butnotyetpaid; theCoveredExecutivewillreceivetheemployercontributionstotheDCPmadeontheCoveredExecutive’sbehalfandearningsonthose amountsiftheCoveredExecutivemeetsthedefinitionof“retirement”,asdefinedbytheDCP;and theCoveredExecutive and his or resigns without good reason: the Covered Executive will receive all base salary earned, but not yet paid, and unused vacation;
the Covered Executive will receive the employer contributions to the DCP made on the Covered Executive’s behalf and earnings on those amounts if the Covered Executive meets the definition of “retirement”, as defined by the DCP; and
the Covered Executive will receive continued coverage under certain welfare plans in accordance with our benefit her qualified beneficiaries willreceivecontinuedcoverageundercertainwelfareplansinaccordancewithourbenefitcontinuation policy under policyunderCOBRA.
The Talent & Compensation Committee may use its discretion to make post-termination payments to executive officers that may not be required pursuant to the terms of their employment agreements or the Separation Policy if such payments are determined to be in Republic’s best interests. Retirement Upon satisfying Republic’s definition of “retirement” and providing proper notice to the Company: theNEOwillreceiveallbasesalaryearned,butnotyetpaid; theNEO’soutstandingequitywillimmediatelyvest; theNEO’searnedPSUswillvestinfull; and the NEO will receive all base salary earned, but not yet paid; for Mr. Slager, his annual cash incentive awards will fully vest without proration and be payable in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period. For Covered Executives, all annual cash awards will vest and become payable on a pro rata basis in an amount determined by the Compensation Committee, based on actual Company performance, payable following the end of the performance period;
the NEO’s outstanding equity will immediately vest,Executive and his or her stock optionsqualified beneficiaries will remain exercisable for the lesser of three years from the retirement date or the remaining term of the option; and
the NEO’s earned PSUs will vest in full.
Additionally, for Mr. Slager, Republic will pay his Supplemental Retirement Benefit, and he will continue to receive coverage under certain welfare plans until he becomes eligible for benefits from another employer or the government. For Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark, Republic will pay the employer contributions to the DCP made on the executive’s behalf and earnings on those amounts if the executive meets the definition of “retirement”, as defined by the DCP, and will provide continuedcontinuation coverage under certain welfare plans in accordance with our benefit continuation policy under COBRA.
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Additionally,forMs.EllingsenandMessrs.VanderArk, DelGhiaccio, Hughes and Stuart,RepublicwillpaytheemployercontributionstotheDCPmadeontheexecutive’sbehalfandearningsonthoseamountsiftheexecutive meetsthedefinitionof“retirement”,asdefinedbytheDCP,andwillprovidecontinuedcoverageundercertainwelfareplansinaccordancewithour benefitcontinuationpolicyunderCOBRA. Potential Payments upon Termination Described below is the post-employment consideration payable to Ms. Ellingsen and Messrs. Slager, DelGhiaccio, Serianni, Stuart and Vander Ark, DelGhiaccio, Hughes and Ms. EllingsenStuart under their respective agreements or policies, as applicable, in the event of a covered termination, and assuming the specified events occurred on December 31, 2020.2021. We have not quantified the estimated welfare benefits payable because we do not believe any estimates would be meaningful. We can terminate an NEO’s employment without cause at any time. In general, Mr. Slager can terminate his employment for good reason at any time if: (a) his duties and responsibilities are materially reduced; (b) we breach the employment agreement and do not timely cure the breach; (c) we terminate or reduce his participation in one or more Company-sponsored benefit plans and such termination or reduction does not apply to the other NEOs; (d) we relocate his office outside of Maricopa County, Arizona; (e) we terminate the continuation of his rolling employment period; or (f) he resigns from the Board or his term as a director expires, in either case only if such event occurs as a result of his failure to receive the required votes by our shareholders to be re-elected to the Board. Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark , DelGhiaccio, Hughes and Stuart can terminate their employment for good reason during the one-year period following a change in control if we reduce their salary, incentive opportunity or title. For purposes of the calculations in the following table related to our common stock, the value of RSUs and the value of PSUs for the 2019-20212020-2022 and 2020-2022 2021-2023 performance periods is based on a price of $96.30,$139.45, the closing price of our stock on December 31, 2020,2021, the last trading day of our 20202021 fiscal year, and the value of stock options is based on the spread between that closing price and the exercise price of the options.year. Also, because actual payouts for the 2019-20212020-2022 and 2020-2022 2021-2023 PSUs performance periods have not yet been determined, calculations based on actual payouts of such performance periods assume that payouts will be at target. The balance of Company contributions to the DCP that were not previously vested will become vested and payable in accordance with the terms of the DCP. The following table does not include amounts contributed by the executives into their DCP accounts. | Republic Services, Inc. 2022 Proxy Statement | | | 77 |
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POTENTIAL PAYMENTS UPON TERMINATION
POTENTIAL PAYMENTS UPON TERMINATION TABLE(15) | | | NAME | | DEATH | | DISABILITY | | COMPANY TERMINATION W/O CAUSE OR FOR GOOD REASON(6) | | CHANGE IN CONTROL(10) | | RETIREMENT(15) | | DEATH | | DISABILITY | | COMPANY TERMINATION W/O CAUSE OR FOR GOOD REASON(5) | | CHANGE IN CONTROL(8) | | RETIREMENT(12) | | | | | | | | | | | | | | | | | | | | | | Donald W. Slager | | | | | | | | | | | | | | | | | | | | Jon Vander Ark | | | | | | | | | | | | | | | | | | | | | Severance | | | $ | — | | | | $ | 3,615,000 | (4) | | | $ | 3,615,000 | (4) | | | $ | 24,553,500 | (11) | | | $ | — | | | — | | | | — | | | | 4,700,000 | (7) | | | 4,700,000 | (11) | | | — | | | | | Stock Awards | | | | 15,345,182 | (1) | | | | 15,345,182 | (1) | | | | 15,345,182 | (7) | | | | 31,199,467 | (12) | | | | 30,583,694 | (16) | | 21,599,587 | (1) | | | 21,599,587 | (1) | | | 12,685,803 | (6) | | | 26,158,449 | (9) | | | — | | | | | | Non Equity Incentive Plan | | | | 1,626,750 | (2) | | | | 2,033,438 | (5) | | | | 2,033,438 | (5) | | | | — | | | | | 2,033,438 | (17) | | 1,350,000 | (2) | | | 2,700,000 | (4) | | | — | | | | 1,350,000 | (10) | | | — | | | | | | Deferred Compensation | | | | 4,622,639 | (3) | | | | 4,622,639 | (3) | | | | 4,622,639 | (3) | | | | 4,622,639 | (3) | | | | 4,622,639 | (3) | | 1,013,620 | (3) | | | 1,013,620 | (3) | | | 1,013,620 | (3) | | | 1,013,620 | (3) | | | — | | | | | | Other | | | | — | | | | | — | | | | | 50,000 | (8) | | | | 50,000 | (8) | | | | — | | | | | | TOTAL COMPENSATION PAYABLE | | | | 21,594,571 | | | | | 25,616,259 | | | | | 25,666,259 | | | | | 60,425,606 | | | | | 37,239,771 | | | 23,963,207 | | | | 25,313,207 | | | | 18,399,423 | | | | 33,222,069 | | | | — | | | | | Brian M. DelGhiaccio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Severance | | | | — | | | | | — | | | | | 1,100,000 | (9) | | | | 1,903,333 | (14) | | | | — | | | — | | | | — | | | | 1,140,000 | (7) | | | 2,052,000 | (11) | | | — | | | | | Stock Awards | | | | 1,607,693 | (1) | | | | 1,607,693 | (1) | | | | 1,084,013 | (7) | | | | 2,063,516 | (12) | | | | — | | | 3,049,052 | (1) | | | 3,049,052 | (1) | | | 1,934,149 | (6) | | | 4,369,108 | (9) | | | — | | | | | Non Equity Incentive Plan | | | | 773,861 | (2) | | | | 874,278 | (5) | | | | 874,278 | (5) | | | | 1,087,917 | (13) | | | | — | | | 911,311 | (2) | | | 1,367,311 | (4) | | | 1,367,311 | (4) | | | 1,042,250 | (10) | | | — | | | | | Deferred Compensation | | | | 548,041 | (3) | | | | 548,041 | (3) | | | | 548,041 | (3) | | | | 548,041 | (3) | | | | — | | | 688,024 | (3) | | | 688,024 | (3) | | | 688,024 | (3) | | | 688,024 | (3) | | | — | | | | | TOTAL COMPENSATION PAYABLE | | | | 2,929,595 | | | | | 3,030,012 | | | | | 3,606,332 | | | | | 5,602,807 | | | | | — | | | 4,648,387 | | | | 5,104,387 | | | | 5,129,484 | | | | 8,151,382 | | | | — | | | | | Catharine D. Ellingsen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Severance | | | | — | | | | | — | | | | | 1,070,000 | (9) | | | | 1,926,000 | (14) | | | | — | | | — | | | | — | | | | 1,090,000 | (7) | | | 1,962,000 | (11) | | | — | | | | | Stock Awards | | | | 3,032,115 | (1) | | | | 3,032,115 | (1) | | | | 2,142,977 | (7) | | | | 3,870,201 | (12) | | | | 3,816,093 | (16) | | 4,438,578 | (1) | | | 4,438,578 | (1) | | | 3,115,198 | (6) | | | 5,778,669 | (9) | | | 5,573,841 | (13) | | | | | Non Equity Incentive Plan | | | | 428,000 | (2) | | | | 535,000 | (5) | | | | 535,000 | (5) | | | | 428,000 | (13) | | | | 535,000 | (17) | | 436,000 | (2) | | | 872,000 | (4) | | | 872,000 | (4) | | | 436,000 | (10) | | | 872,000 | (14) | | | | | Deferred Compensation | | | | 1,285,670 | (3) | | | | 1,285,670 | (3) | | | | 1,285,670 | (3) | | | | 1,285,670 | (3) | | | | 1,285,670 | (3) | | 1,871,326 | (3) | | | 1,871,326 | (3) | | | 1,871,326 | (3) | | | 1,871,326 | (3) | | | 1,871,326 | (3) | | | | | TOTAL COMPENSATION PAYABLE | | | | 4,745,785 | | | | | 4,852,785 | | | | | 5,033,647 | | | | | 7,509,871 | | | | | 5,636,763 | | | 6,745,904 | | | | 7,181,904 | | | | 6,948,524 | | | | 10,047,995 | | | | 8,317,167 | | | | | Charles F. Serianni | | | | | | | | | | | | | | | | | | | | Jeffrey A. Hughes | | | | | | | | | | | | | | | | | | | | | Severance | | | | — | | | | | — | | | | | 1,260,000 | (9) | | | | 2,268,000 | (14) | | | | — | | | — | | | | — | | | | 535,000 | (7) | | | 1,926,000 | (11) | | | — | | | | | Stock Awards | | | | 4,333,476 | (1) | | | | 4,333,476 | (1) | | | | 3,222,367 | (7) | | | | 5,429,779 | (12) | | | | 5,332,589 | (16) | | 4,347,099 | (1) | | | 4,347,099 | (1) | | | 3,105,576 | (6) | | | 5,805,443 | (9) | | | 5,600,615 | (13) | | | | | Non Equity Incentive Plan | | | | 504,000 | (2) | | | | 630,000 | (5) | | | | 630,000 | (5) | | | | 504,000 | (13) | | | | 630,000 | (17) | | 428,000 | (2) | | | 856,000 | (4) | | | 856,000 | (4) | | | 428,000 | (10) | | | 856,000 | (14) | | | | | Deferred Compensation | | | | 1,287,526 | (3) | | | | 1,287,526 | (3) | | | | 1,287,526 | (3) | | | | 1,287,526 | (3) | | | | 1,287,526 | (3) | | 1,204,098 | (3) | | | 1,204,098 | (3) | | | 1,204,098 | (3) | | | 1,204,098 | (3) | | | 1,204,098 | (3) | | | | | TOTAL COMPENSATION PAYABLE | | | | 6,125,002 | | | | | 6,251,002 | | | | | 6,399,893 | | | | | 9,489,305 | | | | | 7,250,115 | | | 5,979,197 | | | | 6,407,197 | | | | 5,165,674 | | | | 7,437,541 | | | | 7,660,713 | | | | | Timothy E. Stuart | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Severance | | | | — | | | | | — | | | | | 1,300,000 | (9) | | | | 2,405,000 | (14) | | | | — | | | — | | | | — | | | | 1,330,000 | (7) | | | 2,527,000 | (11) | | | — | | | | | Stock Awards | | | | 9,124,885 | (1) | | | | 9,124,885 | (1) | | | | 4,889,900 | (7) | | | | 10,494,678 | (12) | | | | — | | | 13,604,247 | (1) | | | 13,604,247 | (1) | | | 8,042,772 | (6) | | | 16,332,942 | (9) | | | — | | | | | Non Equity Incentive Plan | | | | 552,500 | (2) | | | | 690,625 | (5) | | | | 690,625 | (5) | | | | 552,500 | (13) | | | | — | | | 598,500 | (2) | | | 1,197,000 | (4) | | | 1,197,000 | (4) | | | 598,500 | (10) | | | — | | | | | Deferred Compensation | | | | 694,103 | (3) | | | | 694,103 | (3) | | | | 694,103 | (3) | | | | 694,103 | (3) | | | | — | | | 964,240 | (3) | | | 964,240 | (3) | | | 964,240 | (3) | | | 964,240 | (3) | | | — | | | | | TOTAL COMPENSATION PAYABLE | | | | 10,371,488 | | | | | 10,509,613 | | | | | 7,574,628 | | | | | 14,146,281 | | | | | — | | | 15,166,987 | | | | 15,765,487 | | | | 10,204,012 | | | | 17,895,682 | | | | — | | | | | Jon Vander Ark | | | | | | | | | | | | | | | | | | | | Severance | | | | — | | | | | — | | | | | 1,600,000 | (9) | | | | 3,120,000 | (14) | | | | — | | | | | | Stock Awards | | | | 13,881,409 | (1) | | | | 13,881,409 | (1) | | | | 7,416,501 | (7) | | | | 15,730,220 | (12) | | | | — | | | | | | Non Equity Incentive Plan | | | | 760,000 | (2) | | | | 950,000 | (5) | | | | 950,000 | (5) | | | | 760,000 | (13) | | | | — | | | | | | Deferred Compensation | | | | 816,579 | (3) | | | | 816,579 | (3) | | | | 816,579 | (3) | | | | 816,579 | (3) | | | | — | | | | | | TOTAL COMPENSATION PAYABLE | | | | 15,457,988 | | | | | 15,647,988 | | | | | 10,783,080 | | | | | 20,426,799 | | | | | — | | |
(1) | For Ms. Ellingsen and Messrs. Slager, DelGhiaccio, Serianni, Stuart and Vander Ark, amountsAmounts include the prorated vesting in a portion of earned PSUs for the 2019-20212020-2022 and 2020-20222021-2023 performance periods (calculated using target for purposes of the table
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80 | Republic Services, Inc. 2021 Proxy Statement
| above) and the vesting in the full number of earned PSUs for the 2018-20202019-2021 performance period (based on the closing prices of our stock of $91.29$126.95 on February 11, 20218, 2022 for cash-settled PSUs and $88.96$120.18 on February 23, 202111, 2022 for stock-settled PSUs). For Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark, amountsAmounts also include the immediate vesting of outstanding RSUs. |
(2) | For Ms. Ellingsen and Messrs. Slager, Serianni, Stuart and Vander Ark, Hughes and Stuart, amounts reflect the target 20202021 annual cash incentive award. For Mr. DelGhiaccio, amount reflects target 20202021 annual cash incentive award, actual Supplemental LTIP award for the 2018-20202019-2021 performance period and actual prorated Supplemental LTIP awards for the 2019-2021 and 2020-2022 performance periodsperiod (calculated using target for purposes of the table above). |
(3) | For Mr. Slager, this includes a specified amount that will be payable as a Supplemental Retirement Benefit. For Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark, thisThis includes the employer contributions to the DCP made on the executive’s behalf and earnings on those amounts. The amount will be paid to the executive’s beneficiary upon the executive’s death. This amount does not include amounts that have been previously earned and deferred by the executive, nor does it include any unvested RSUs or PSUs that the executive has elected to defer (the early vesting of which is reflected in the “Stock Awards” row for each respective executive).
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(4)78 | For Mr. Slager, this amount reflects continuation of his base salary for three years.|
| Republic Services, Inc. 2022 Proxy Statement | |
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(4) | For Ms. Ellingsen and Messrs. Slager, Serianni, Stuart and Vander Ark, Hughes and Stuart, amounts include the actual 20202021 annual cash incentive award. For Mr. DelGhiaccio, amount reflects actual 20202021 annual cash incentive award, actual Supplemental LTIP award for the 2018-20202019-2021 performance period and actual prorated Supplemental LTIP awardsaward for the 2019-2021 and 2020-2022 performance periodsperiod (calculated using target for purposes of the table above). |
(6)(5)
| Absent a change in control, no NEO other than Mr. Slager may terminate for “good reason”, and the consideration described in this column would only be provided in the event of a termination by the Company without cause. |
(7)(6)
| Under his employment agreement, Mr. Slager would receive immediate vesting of outstanding RSUs that would otherwise vest in the year of termination. Because his termination is deemed to have occurred on December 31, 2020, for purposes of this table, no outstanding RSUs would vest in connection with such termination. For Ms. Ellingsen and Messrs. DelGhiaccio, Serianni, Stuart and Vander Ark, DelGhiaccio, Hughes and Stuart, the table includes outstanding RSUs that will continue to vest for up to one year following termination, except for Messrs. Stuart’s and Vander Ark’s retention RSU awards granted on April 7, 2017 that will vest on a prorated schedule. For each of the NEOs, Stock Awards include amounts for the prorated vesting in a portion of earned PSUs for the 2019-20212020-2022 and 2020-20222021-2023 performance periods (calculated using target for purposes of the table above) and the vesting in the full number of earned PSUs for the 2018-20202019-2021 performance period (based on the closing price of our stock of $91.29$126.95 on February 11, 20218, 2022 for cash-settled PSUs and $88.96$120.18 on February 23, 202111, 2022 for stock-settled PSUs).
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(8)(7)
| The total compensationFor Mr. Vander Ark, the amount payable to Mr. Slager under this scenario includes $50,000reflects continued base salary plus target annual bonus for outplacement services.
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(9) | two years. For Ms. Ellingsen and Messrs. DelGhiaccio Serianni,and Stuart, and Vander Ark, the amounts reflect continued base salary for two years. For Mr. Hughes, the amount reflects continued base salary for one year. |
(10)(8)
| The payments set forth in this column assume a change in control and a termination without cause or a resignation for good reason occurring on December 31, 2020.2021. |
(11)(9)
| For Mr. Slager, the amount reflects a lump sum payment equal to three times the sum of his base salary and annual cash and long-term incentive awards, based on the target award amounts for the performance periods ending in the year prior to the year of termination, payable within six months following his termination of employment.
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(12) | Amounts reflect target PSU awards for the 2018-2020, 2019-2021, 2020-2022 and 2020-20222021-2023 performance periods and immediate vesting of outstanding RSU awards. |
(13)(10)
| For Ms. Ellingsen and Messrs. Serianni, Stuart and Vander Ark, Hughes and Stuart, amounts reflect target 20202021 annual cash incentive award. For Mr. DelGhiaccio, amount reflects target 20202021 annual cash incentive award and target Supplemental LTIP awards for the 2018-2020, 2019-2021, 2020-2022 and 2020-20222021-2023 performance periods. |
(14)(11)
| Amounts reflect a lump sum payment in the amount of two times the sum of current base salary and target annual cash incentive award for the year in which termination occurs, payable within six months following termination. |
(15)(12)
| As of December 31, 2020,2021, Ms. Ellingsen and Messrs. Slager and SerianniMr. Hughes have met the age and service requirements to be eligible for retirement, but haveretirement. Ms. Ellingsen has not yet met the notice requirement to be eligible for retirement. Mr. Hughes has met the notice requirement and will retire on April 1, 2022. The payments set forth in the table above assume that Ms. Ellingsen and Messrs. Slager and Serianni havehas also met the notice requirement as of December 31, 2020.2021. |
(16)(13)
| Amounts reflect vesting in the full number of earned PSUs for the 2018-20202019-2021 performance period (based on the closing price of our stock of $91.29$126.95 on February 11, 20218, 2022 for cash-settled PSUs and $88.96$120.18 on February 23, 202111, 2022 for stock-settled PSUs), vesting in the full number of earned PSUs for the 2019-20212020-2022 and 2020-20222021-2023 performance periods (calculated using target for purposes of the table above) and the immediate vesting of outstanding RSUs upon retirement. |
(17)(14)
| Amounts reflect actual 20202021 annual cash incentive award for Ms. Ellingsen and Messrs. Slager and Serianni.Mr. Hughes. |
(15) | Mr. Slager retired effective June 25, 2021 so is not included in this table. | | | | | |
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CEO Pay Ratio We determined that the 20202021 annual total compensation of the individual identified as our median compensated individualemployee was $65,475;$68,217; our CEO’s 20202021 annual total compensation was $12,937,163,$8,548,699, and the ratio of these amounts was 1-to-198.1-to-125. We note that the CEO’s annual total compensation used for this calculation differs from the Summary Compensation Table as Mr. Vander Ark was promoted to CEO during 2021. Pursuant to SEC rules, we annualized his total annual compensation by including the base salary and bonus opportunity that he would have received for all of 2021 as CEO. To identify our median employee for purposes of this analysis in 2020,2021, we made the following assumptions: We included all individuals (excluding our CEO) employed on December 31, 2018;2021 who had received a W-2 from the Company during 2021; Because we had an even number of employees for the calculation, our median employee fell between two employees. Of the two employees, we chose the employee who is most representative of our employee base; and
We utilized W-2, Box 5 payroll data for 20182021 as our consistently applied compensation measure, annualizing pay for those individuals employed less than a full calendar year. Absent significant changes in our employee population or compensation arrangements, SEC rules generally permit utilization of the same median employee for three years for purposes of the pay ratio analysis which we have done for 2020. However, the median identified employee in 2018 had a substantial change in compensation in 2020. As such, the rules permit us to replace the median employee with an employee whose compensation is substantially similar to that of the initially identified median employee in 2018. For our analysis in 2020, we chose a full-time employee whose compensation was substantially similar to that of the median-identified employee in 2018 and whose 2020 compensation is more representative of the median paid employee population.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 
| Republic Services, Inc. 2022 Proxy Statement | | | 79 |
Proposals Proposals
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82 | Republic Services, Inc. 2021 Proxy Statement
Proposals
PROPOSALS TO BE VOTED ON AT THE MEETING Proposal 1: Election of Directors The Board has nominated 1112 directors (the “Nominees”) based on the recommendation of the Board’s Governance Committee. If elected, each director will hold office until our next annual meeting or until his or her successor is elected and qualified to serve on the Board. Each Nominee has consented to be named in this Proxy Statement and has agreed to serve as a director if elected. | | The Board recommends a vote “FOR” the election of the 1112 Nominees listed below: |
| | | DIRECTOR NAME | | AGE | | DIRECTOR
SINCE | | PRINCIPAL OCCUPATION | AGE | DIRECTOR
SINCE | PRINCIPAL OCCUPATION | | | | | | Manuel Kadre (Chairman) | | 55 | | 2014 | | CEO, MBB Auto, LLC | 56 | 2014 | CEO, MBB Auto, LLC | | | | | | | Tomago Collins | | 49 | | 2013 | | Executive Vice President, Communications and Business Development, Kroenke Sports & Entertainment | 50 | 2013 | Executive Vice President, Communications and Business Development,
Kroenke Sports & Entertainment | | | | | | | Michael A. Duffy | | 51 | | 2020 | | CEO, FleetPride, Inc. | 52 | 2020 | CEO, FleetPride, Inc. | | | | | | | Thomas W. Handley | | 66 | | 2016 | | Chief Operating Officer for the investment operations of William H. Gates III | 67 | 2016 | Chief Operating Officer for the investment operations of William H. Gates III | | | | | | | Jennifer M. Kirk | | 46 | | 2016 | | Senior Vice President, Global Controller and Chief Accounting Officer, Medtronic | 47 | 2016 | Senior Vice President, Global Controller and Chief Accounting Officer, Medtronic | | | | | | | Michael Larson | | 61 | | 2009 | | Chief Investment Officer to William H. Gates III | 62 | 2009 | Chief Investment Officer to William H. Gates III | | | | | | | Kim S. Pegula | | 51 | | 2017 | | President and CEO of Pegula Sports & Entertainment | 52 | 2017 | President and CEO of Pegula Sports & Entertainment | | | | | | | James P. Snee | | 54 | | 2018 | | Chairman, President and CEO, Hormel Foods Corporation | 55 | 2018 | Chairman, President and CEO, Hormel Foods Corporation | | | | | | | Brian S. Tyler | | 54 | | 2021 | | CEO, McKesson Corporation | 55 | 2021 | CEO, McKesson Corporation | | | | | | | Sandra M. Volpe | | 53 | | 2016 | | Senior Vice President, Strategic Planning, Communications and Business Development Solutions, FedEx Ground | 54 | 2016 | Senior Vice President, Strategic Planning,
Communications and Business Development Solutions,
FedEx Ground | | | | | | | Jon Vander Ark | | 46 | 2021 | President and CEO of Republic Services, Inc. | Katharine B. Weymouth | | 54 | | 2018 | | Senior Advisor, DineXpert | 54 | 2018 | Chief Operating Officer, FamilyCare | |
The nominees who receive a majority of the votes cast by the holders of our common stock represented at the Annual Meeting, without giving effect to abstentions, will be elected directors. According to our Bylaws, “majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” that director’s election). Under our Bylaws, the number of directors is fixed from time to time by Board resolution and shall be not more than 13 (the majority of whom must be independent of Republic for purposes of the NYSE rules). Our Board currently consists of the 12 directors; however, since Mr. Slager is not standing for re-election, there are only 11 Nomineesnominees named above. The Board has adopted a resolution reducing the size of the Board to 11 directors effective upon the Annual Meeting date. Proxies cannot be voted for a greater number of persons than the number of nomineesNominees named in this Proxy Statement. 82 | | | Republic Services, Inc. 2022 Proxy Statement | |
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Proposal 2: Advisory Vote on Named Executive Officer Compensation In accordance with the requirements of Section 14A of the Exchange Act and the related SEC rules, we are asking our shareholders to cast a vote to approve the compensation of our NEOs. This proposal, commonly referred to as a “say-on-pay” proposal, gives you the opportunity to approve, not approve, or abstain from voting on our NEO compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation principles, policies, and practices described in this Proxy Statement. Section 14A requires that we submit a proposal to shareholders similar to this one at least every three years. Based on the recommendation of our shareholders, we intend to submit a proposal similar to this one to our shareholders every year. In considering your vote, you should review with care the information regarding our NEOs’ compensation appearing under the caption “Executive Compensation” on pages 4543 through 85,79, including the CD&A beginning on page 47.45. We have designed our executive compensation program to attract and retain our executives and to motivate them to increase shareholder value on both an annual and long-term basis primarily by improving our earnings and return on invested capital and generating increasing levels of free cash flow. The Talent & Compensation Committee believes our executive compensation program reflects a strong pay-for-performance philosophy and drives the alignment of shareholder and management interests. Accordingly, we are submitting the following resolution for shareholder vote at the Annual Meeting: “RESOLVED, that the shareholders of Republic approve, on an advisory basis, the compensation of Republic’s NEOs as disclosed in the proxy statement for the 20212022 Annual Meeting under the heading “Executive Compensation,” including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other tables and narrative disclosures set forth thereunder.” The affirmative vote of a majority of the holders represented at the Annual Meeting and entitled to vote is required to approve this proposal. Abstentions will have the effect of a vote against Proposal 2 and broker non-votes have no effect on the proposal. This vote is an advisory vote only, and the result will not be binding on us. Although the vote is non-binding, the Talent & Compensation Committee values shareholders’ opinions. Accordingly, the Talent & Compensation Committee will review the results of voting on this proposal, seek to determine the cause or causes of any significant negative voting results and consider those matters when making future NEO compensation decisions. | | The Board recommends a vote “FOR” approval of the compensation of our NEOs. |
| Republic Services, Inc. 2022 Proxy Statement | | | 83 |
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86 | Republic Services, Inc. 2021 Proxy Statement
Proposal 3: Ratification of Independent Registered Public Accounting Firm Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2022. This selection will be presented to the shareholders for ratification at the Annual Meeting. You may vote for, vote against, or abstain from voting with respect to this proposal. The affirmative vote of a majority of the holders represented at the Annual Meeting and entitled to vote is required to ratify the appointment. Abstentions will have the effect of a vote against Proposal 3 and broker non-votes have no effect on the proposal. If the shareholders do not ratify the appointment of Ernst & Young LLP, our Audit Committee may reconsider the selection of our independent registered public accounting firm. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm retained to audit our financial statements. The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2021.2022. Ernst & Young LLP has been retained as our independent registered public accounting firm continuously since June 2002. The Audit Committee is responsible for the audit fee negotiations associated with our retention of Ernst & Young LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and the chair of the Audit Committee are directly involved in the selection of Ernst & Young LLP’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent registered public accounting firm is in the best interests of the Company and our shareholders. Representatives of Ernst & Young LLP are expected to be present at our Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. | | The Board recommends a vote “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021.2022. |
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Proposal 4: Shareholder Proposal Regardingto Amend the IntegrationCompany’s Clawback Policy for Senior Executives The Board recommends a vote “AGAINST” the Shareholder Proposal to amend the Company’s clawback policy for senior executives. |
We received the following proposal from SOC Investment Group, 1900 L Street, NW, Suite 900, Washington, DC 20036, beneficial owner of at least $2,000 of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement (the “SOC Proposal”) in this Proxy Statement as they were submitted to us: RESOLVED: That shareholders of Republic Services, Inc. (“Republic” or the “Company”), urge the Board of Directors’ Management Development & Compensation Committee to amend Republic’s compensation clawback policy, as applied to senior executives, to add that the Committee will review and determine whether to seek recoupment of incentive compensation paid, granted or awarded to a senior executive if, in the Committee’s judgment, (a) a senior executive engaged in conduct that resulted in a violation of law or Republic’s policy, and that caused financial or reputational harm to the Company or (b) a senior executive failed in his or her responsibility to manage conduct or risks, and such failure contributed to financial or reputational harm to the Company, with Republic to disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment in those situations. “Recoupment” includes: recovery of compensation already paid and forfeiture, recapture, reduction or cancellation of future amounts awarded or granted over which Republic retains control. This policy should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation. SUPPORTING STATEMENT: As long-term shareholders, we believe compensation policies should promote sustainable value creation. We agree with former GE general counsel Ben W. Heineman Jr. that recoupment policies are “a powerful mechanism for holding senior leadership accountable to the fundamental mission of the corporation: proper risk taking balanced with proper risk management and the robust fusion of high performance with high integrity.”i Republic’s clawback policy allows a recoupment of certain incentive pay from a corporate officer if the corporate officer is determined to have engaged in fraud or intentional misconduct that materially contributed to the need for the restatement of if otherwise required by applicable SEC or NASDAQ rules. In our view, the recoupment policy – which requires “intentional misconduct” and conduct that “materially” contributed to a financial restatement -- is too limited in its assessment of executive conduct and the implications for long-term shareholder value. We view recoupment as an important remedy for other kinds of conduct that may not require a financial restatement, but nevertheless may affect financial results or harm Republic’s reputation and prospects, as well as its shareholders. This is particularly relevant in the waste industry given the hazardous nature of the job – sanitation is among the most dangerous occupations in the country – and the potential environmental impact of landfills on local communities. Environmental Socialjustice is of critical importance, and Governance (ESG) Metrics into Executivean enhanced clawback would assure investors that accountability for any adverse impacts of the company’s operations flows to the very top of the Company. Adopting this policy sends a strong, positive message about Republic’s corporate culture. i Ben W. Heineman, Jr. Making Sense of “Claw-Backs”. Harvard Law School Forum on Corporate Governance. August 13, 2010. Available at http//:blogs.law.harvard.edu/corpgov/2010/08/13/making-sense-out-of-clawbacks/. | Republic Services, Inc. 2022 Proxy Statement | | | 85 |
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The Board’s Statement Recommending a Vote AGAINST the SOC Proposal The Board has carefully considered this proposal but believes that our recently amended clawback policy already addresses the proponent’s concerns and further amendment is not necessary. As discussed in more detail on page 63 “Compensation Recoupment (Clawback) Policy,” the Board amended our clawback policy earlier this year. We believe our new policy is appropriate and aligns with the proponent’s proposal as well as the interests of our stakeholders. While we believe that our previous clawback policy has been effective, earlier this year, our Board reviewed that policy in light of changing market practices and our long-standing commitment to strong governance. As a result, in February 2022 we amended our clawback policy to expand the triggering events to include specified “Covered Events” in addition to financial restatements. The revised policy continues to apply to the Company’s Section 16 officers (defined in the policy as “Covered Officers”). Under the amended policy, a “Covered Event” includes any of the following conduct: (i) Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, results in reputational risk or financial harm to Republic; (ii) Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; (iii) Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or (iv) Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial or otherwise). In addition, the amended policy allows the Talent & Compensation Committee to recoup compensation following a Covered Event from any of the following sources: prior incentive compensation payments; future incentive compensation payments; cancellation of outstanding equity awards; future equity awards; and direct repayment. Lastly the amended policy allows the Talent & Compensation Committee to take additional action as appropriate to address the circumstances surrounding the Covered Event so as to minimize the likelihood of any recurrence. We are also actively monitoring the progress of the SEC’s proposed rule changes on this subject. If and when the SEC adopts its final rules, we will evaluate whether any further revisions to our policy are necessary. Because the changes requested by the proponent were materially adopted by our Board earlier this year, further amendment to our policy is unwarranted. For these reasons, our Board recommends a vote “AGAINST” this proposal (Proposal 4).
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Proposal 5: Shareholder Proposal to Commission a Third-Party Environmental Justice Audit The Board recommends a vote “AGAINST” the Shareholder Proposal to commission a third-party environmental justice audit |
We received the following proposal from Parnassus Mid Cap Fund, 1 Market Street, Suite 1600, San Francisco, CA 94105, beneficial owner of at least $25,000 of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement (the “Parnassus Proposal”) in this Proxy Statement as they were submitted to us: Whereas: The disproportionate placement of high-polluting facilities in communities of color in the United States has been documented for decades and is linked to higher rates of chronic health problems, disease, and mortality, including from COVID-191, among minorities. While many companies have committed to supporting racial equity, few have taken action to address disparate impacts of their operations in pursuit of environmental justice. One of the earliest studies documenting the correlation between race and exposure to pollution, published in 19832, found that 83 percent of privately-operated landfills in Houston, Texas were in predominantly Black neighborhoods despite Black people comprising 27 percent of the city’s population. The company that operated these landfills was ultimately acquired by Republic Services, and at least one landfill is still operational, tying the company directly to environmental injustice. A 2021 study3 found that communities of color across the country continue to be exposed to disproportionately high levels of air pollution, the largest environmental cause of mortality. Lawmakers have responded. In 2020, New Jersey enacted a landmark environmental justice bill that requires impacts on overburdened communities to be a deciding factor in major industrial permitting decisions, including for landfills, transfer stations, and recycling facilities. Republic Services operates in New Jersey and in seventeen other states with existing or pending environmental justice legislation. Moreover, the current administration has made environmental justice a priority through its Justice40 plan. Republic Services has publicly committed to social justice, further stating that environmental justice is a priority for the company. However, the company has not disclosed its assessment of whether and where disparate impacts from its operations may exist, nor whether and how it has acted to mitigate these impacts. In contrast, competitor Waste Management has published comprehensive environmental justice data and formalized oversight of the topic. Shareholders are concerned that continued inaction could not only perpetuate racial injustice but could pose substantial regulatory, competitive, and reputational risk to the company, affecting its ability to win and retain contracts and uphold strong relationships with the communities in which it operates. Resolved: Shareholders urge the board of directors to commission a third-party environmental justice audit (within reasonable time and cost) which assesses the heightened racial impacts of Republic Services’ operations and produces recommendations for improving them above and beyond legal and regulatory matters. Input from stakeholders, including civil rights organizations and affected community members, should be considered in determining the specific matters for assessment. A report on the audit, prepared at reasonable cost and omitting proprietary information, should be published on the company’s website. Supporting Statement: Proponents suggest that the audit and resulting report: • Utilize the Environmental Protection Agency’s environmental justice screening and mapping tool to gather facility-level environmental and demographic data (EJSCREEN); and • Assess the company’s ongoing, historical, and cumulative pollution impacts and the extent to which this pollution may have disproportionately affected the health of communities of color. _________________________ 1 https://iopscience.iop.org/article/10.1088/1748-9326/abaf86 2 https://onlinelibrary.wiley.com/doi/abs/10.1111/j.1475-682X.1983.tb00037.x 3 https://advances.sciencemag.org/content/7/18/eabf4491
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The Board’s Statement Recommending a Vote AGAINST the Parnassus Proposal The Board has carefully considered this proposal but believes our recently published data on Environmental Justice adequately discloses and addresses the concerns put forth by the Proponent such that a third-party environmental justice audit is unnecessary. Our Board and senior leadership have been actively engaged with our shareholders on topics related to racial equity and environmental justice. In furtherance of these discussions, earlier this year, we published information on our perspective on environmental justice, including data on equitable access to and benefits from our facilities, which can be found at https://www.republicservices.com/cms/documents/sustainability_reports/Environmental-Justice.pdf. Contrary to the proponent’s suggestion that our landfills disproportionally affect predominantly minority communities, our data shows that 71% of our landfills have a surrounding population comprised of ethnic minorities below the state average. When we include our hauling facilities, recycling centers and transfer stations to the analysis, our data shows that 56% of these facilities have a surrounding population comprised of ethnic minorities below the state average. Similarly, 51% of those facilities have fewer surrounding households below the poverty level than the state average. In addition, we complete extensive permitting processes and public outreach whenever we site a new facility. Beyond the data, our company is committed to Sustainability in Action. Our facilities and services play a critical role in keeping communities clean and safe. We are committed to climate leadership and make substantial investments in low- and zero- emissions vehicles and infrastructure to support a circular economy. We remain focused on safety and have a safety performance nearly 40% better than the industry average. We support our community through the Republic Services Charitable Foundation and our National Neighborhood Promise program. We remain people-focused by continually striving to be a company where the best people, with exception talents and diverse backgrounds, can thrive, and we foster a culture of caring where people feel respected, supported and encouraged to bring their best selves to work. For these reasons, our Board recommends a vote “AGAINST” this proposal (Proposal 5). 88 | | | Republic Services, Inc. 2022 Proxy Statement | |
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Proposal 6: Shareholder Proposal to Commission a Third-Party Civil Rights Audit The Board recommends a vote “AGAINST” the Shareholder Proposal to commission a third-party civil rights audit |
We received the following proposal from the International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, NW, Washington, DC 20001, beneficial owner of 356 sharesat least $2,000 of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement (the “Teamsters Proposal”) in this Proxy Statement as they were submitted to us: “Resolved: ShareholdersRESOLVED: That shareholders of Republic Service,Services, Inc. (“Republic Services”("Republic"), urge the Board of Directors to oversee a third-party audit analyzing the adverse impact of Republic'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 to shareholders,on the audit, prepared at reasonable cost and omitting confidential or proprietary information, if,should be publicly disclosed on Republic'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 how, it planspolicy makers' attention on civil rights and gender and racial equity issues. In its Sustainability report, Republic points to integrate environmental, socialits Mission of Supporting an Inclusive Culture (MOSAIC) Council, established in 2013, as testimony to its long-standing incorporation of inclusion and governance (ESG) metricsdiversity into the performance measures of named executive officers under the Company’s compensation incentive plans. ESG is definedits core values, and various business resource groups, such as the framework for understanding how ESG considerations, and related financial impacts, are integrated into corporate strategy over the long-term.Black Employee Network. Supporting Statement:
Strong management of ESG risks has a positive effect on long-term shareholder value. Failure to adequately manage and disclose performance on ESG issues can pose regulatory, legal, reputational and financial risks to a company and its shareholders.
According to the 2019 UN Global Compact CEO Study, 84% of executives from the world’s largest companies cited a clear link between sustainability and business value and 66% of CEOs would agree to have their compensation linked to sustainability performance. A recent Mercer study found 30% of respondents use ESG metrics in their incentive compensation plans and 21% more are considering incorporating such metrics.
Effectively managing ESG issues offers positive opportunities for companies and should be a key metric by which executives are judged. By integrating ESG metrics into executive compensation, companies can reduce risks related to underperformance by incentivizing executives to meet sustainability goals, thereby achieving greater long-term value.
Unfortunately, at Republic Services there appears to be a disconnect between the prominence the Company gives to its ESG-related efforts, such as its “Our Blue Planet” initiative, and the Company’s senior executive compensation structure, which lacks any ESG-related metrics. The latter is despite the Company stating that “our sustainability goals and practices are core to our business…and support long-term value creation.” We certainly applaud the adoption and disclosure of greenhouse gas emission reductions, the Company’s charitable giving commitments, and its goals for increasing the recovery of key materials, butHowever, while noteworthy, it is unclear how effective these long-term goals mesh with shorter-term profit-based metrics used inpractices are. In its 2020 EEO-1 reporting, Republic disclosed that while nearly half of its workforce is ethnically diverse, such groups make up just 13% of executive management, yet half of its "operatives." With sanitation considered one of the executive compensation structure.
We are particularly concerned that Republic Services has demonstrated weak performance on health and safety practices tied to the Covid-19 pandemic, a critical human capital management practice. Various media outlets, including the Fast Company and Vice Magazine, have reported that company workers lack the necessary personal protection equipment. With Business Insider finding sanitation work to be the fifth most dangerous occupationjobs in the country, and oneeven more so during the COVID-19 pandemic, this disparity is concerning. Moreover, while Republic says its goal is to create an "even more ... diverse workforce" it does not disclose targets for improving executive-level representation for minority groups.
The civil rights impact of most dangerous jobs considered essential amidRepublic's facilities and services also warrant further disclosure and evaluation, particularly given the pandemic, concerns overhistory of environmental racism in the Company’s pandemic response heightenwaste industry's siting of landfills.1 Republic says, "environmental justice is a priority for our company," yet fails to disclose any meaningful data on its footprint, including the importancesociodemographic of creatingthe surrounding communities. This is despite widely reported environmental justice issues at the company's now-closed, Bridgeton, Missouri landfill,2 where a robust connection between executive compensationlong-running "subsurface smoldering reaction"-an industry term of art for combustion that has no oxygen fueling it or flames rising from it, according to Bloomberg3 - lies contiguous with a radioactive Superfund site. As of the end of fiscal 2020, Republic had recorded $119 million in remediation liability. A civil rights audit will help Republic identify, remedy, and Company’s health and safety practices. avoid adverse impacts on its stakeholders. We urge Republic Services performance on material ESG issues can impact long-term value. Republic Services should explain if andto assess its behavior through a civil rights lens to obtain a complete picture of how it planscontributes to improve performance by integrating ESG metrics into executive compensation assessments.”social and economic inequality. We urge shareholders to vote FOR this proposal. _________________________ 1https://www.washingtonpost.com/climate-environment/interactive/2021/environmental-justice-race/ 2https://www.atomichomefront.film/about/;https://seattlemedium.com/ghosts-of-hiroshima-haunt-fuming-landfill-near-ferguson-missouri/ 3 https://www.bloomberg.com/news/features/2017-09-28/fighting-the-toxic-nightmare-next-door | Republic Services, Inc. 2022 Proxy Statement | | | 89 |
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The Board’s Statement Recommending a Vote AGAINST the Teamsters Proposal TheRepublic Services has a strong civil rights and compliance record and a stellar reputation as an employer. Our values and business practices are designed to help ensure that we always maintain a nondiscriminatory workplace and a culture where people of all backgrounds feel safe, respected and appreciated.
As noted by the proponent, nearly half of our workforce is racially or ethnically diverse. When adding gender to the data, over 57% of our workforce is diverse.1 In addition, 50% of our current executive officers and 50% of our Board of Directors are either gender or racially or ethnically diverse. We know transparency can help promote trust and accountability and therefore maintain a strong track record of disclosure. Our Sustainability Report provides a detailed description about our efforts related to people, and our EEO-1, published last fall, provides further transparency. Our focus on recruiting and retaining a diverse workforce includes a strong pipeline of talent through external partnerships with Historically Black Colleges and Universities and the HBCU Career Development Marketplace organization, the Network of Executive Women, Women in Trucking and Signature and Signature Select Programs, to name a few. We also cultivate our own talent through programmatic solutions that drive engagement, professional growth, and career advancement, including, our newly opened Republic Services Technical Institute offering a specialized apprenticeship program and our General Manager Acceleration Program that helps us advance a diverse and talented group of individuals throughout the Company. Inclusion and a sense of belonging for our employees are also driven by our 4 Business Resource Groups, The Black Employee Network, Unidos, Women of Republic and VALOR and we engage with our employees on issues of social justice and the need to continue to ensure fair treatment and equal employment opportunity for all. As part of our ongoing commitment to racial justice, as we outlined in our 2020 Sustainability Report, we launched a series of “Let’s Talk” discussions focused on different topics including the Black American experience, allyship, work-life balance and the Asian American experience. Following the murder of George Floyd and other similar events, we continue to increase our engagement with our employees to encourage even more open and authentic conversations about what is happening in the broader world. These discussions build upon our core value of being a human-centered employer. Because every voice matters, we foster a speak up culture. We have well-established open lines of communication throughout the Company and maintain a strong open-door policy to allow employees to raise concerns. If an employee chooses to bring up an issue anonymously, we also maintain a confidential hotline which is operated by an independent third party available 24 hours a day, 7 days a week. Our Board of Directors is actively involved in the oversight of the Company’s employment practices and policies through its Management DevelopmentAudit Committee and Talent & Compensation CommitteeCommittee. Management and Sustainability & Corporate Responsibility Committee have carefully reviewedthe Board engage in robust dialogue every quarter covering a wide range of employment practices including hiring, retention, advancement, and considered this proposalturnover. Given the Board’s active oversight and forregular review of the reasons discussed below, doCompany’s employment practices, and the management team’s proven track record of maintaining an inclusive and discrimination free workplace, we don’t believe that a third-party civil rights audit is a wise use of time and resources and therefore not believe it is in the best interests of our shareholders becauseshareholders. Accordingly, our current practices already hold management accountable to prioritizing sustainability in our business practices. Discussion
Republic Services’ senior executives are committed to achieving the Company’s ambitious 2030 sustainability goals which are core to our business strategy and long-term financial targets. Sustainable business practices are part of our daily operations. They enhance our profitability and support long-term value creation for our stakeholders. AsBoard recommends a result, there is already a direct line from our ESG initiatives to our business results, our culture and strategy and thus, to our performance-based executive compensation program.vote “AGAINST” this proposal (Proposal 6).
Republic Services is an industry leader with a long history of sustainable business practices
Republic Services is committed to keeping communities clean in a safe and environmentally responsible way. We believe in the preservation of our Blue Planet... a cleaner, safer and healthier world where people thrive — not just for today, but for generations to come.
Republic Services first published a sustainability platform in 2014, identifying the five elements of sustainability that remain deeply ingrained within our business today – safety, people, operations, materials management and communities. At that time, we set three time-bound goals related to recycling commodities, energy and fleet and an ongoing safety goal. In 2017, we completed our first materiality assessment, surveying 20,000 stakeholders on the importance of, and performance on, our sustainability opportunities. In 2018, we achieved our time-bound goals, made progress on our safety goal and updated our materiality assessment. In 2019, we unveiled our new 2030 sustainability goals, designed to address critical global macro trends and our most relevant sustainability risks and opportunities.
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These goals, which align with the United Nations’ Sustainable Development Goals and include an emissions target approved by the Science Based Targets initiative, are rigorous and ambitious. This past year, we reported our progress against the goals, providing detail on our safety performance, employee engagement, emissions reductions targets, materials management and charitable giving. We are, and will continue to be, transparent about, and accountable for, our progress against these goals in the years ahead. We are proud that our sustainability efforts have been recognized by trusted third parties, including being named to the North American and World Dow Jones Sustainability Indices for a fifth consecutive year, as well as receiving the CDP Climate Leadership score. Additional information about our sustainable business practices can be found at https://www.republicservices.com/sustainability.
Our Board of Directors and Sustainability & Corporate Responsibility Committee provide strong oversight of our sustainability initiatives
Republic follows the corporate governance principles for U.S. listed companies set forth by the Investor Stewardship Group and reports along the GRI and SASB frameworks. Our Board, through its Sustainability & Corporate Responsibility Committee, is responsible for overseeing our management’s handling of environmental, social and enterprise risks, including environmental and corporate sustainability risks and opportunities. The Committee assists the Board in fulfilling its oversight responsibility and acts in an advisory capacity to management on topics including safety, environmental responsibility, sustainable performance, inclusion and diversity, charitable giving and enterprise risks such as cyber security, reputational risks, employee wellness, crisis preparedness and business continuity.
Our Board believes that sustainability performance drives our financial success, creating a direct line from our ESG initiatives and strategic direction to our executive compensation program and business success
Our Management Development & Compensation Committee is committed to a performance-based executive compensation program that drives financial success and sustained shareholder value creation. Our Board believes that this Committee is best positioned to design and implement our executive compensation program. The Committee annually reviews all aspects of the Company’s incentive compensation programs, including the strategic and financial objectives for the upcoming year and long-term appropriate metrics and challenging targets, while taking into account the views of shareholders through our annual shareholder engagement program.
Republic creates long-term value for our shareholders by generating consistent earnings and cash flow growth and continually improving our return on invested capital. These performance metrics are used in Republic’s short-term and long-term incentive compensation programs for management.
We take a bottom up approach, from our field managers all the way to our executives, when we determine our compensation goals to ensure they reflect management’s strategic initiatives, including sustainability, and the impact of anticipated external factors. We believe that this structure incentivizes our executives to drive long-term value creation and benefits our shareholders in the form of stock price appreciation and shareholder returns. Since 2017, we’ve grown adjusted earnings per share an average of 14% annually, and adjusted free cash flow an average of 10% annually. Additionally, we’ve returned over $2.6 billion dollars to shareholders through dividends and share repurchases.
Sustainability is a core part of our culture and our strategy, and, as such, sustainability goals are embedded in our three-year plan. The performance metrics noted above measure performance against such plan, creating a direct line from our ESG initiatives to our business results. Our performance-based executive compensation program rewards the achievement of our business results, thereby holding management accountable for achievement of sustainability initiatives. For example, one of our sustainability goals is to reduce our OSHA total recordable incident rate to 2.0 or less by 2030. The reduced safety expense related to achieving this goal is reflected in our three-year plan. Similarly, our regenerative landfills goal is to increase biogas sent to beneficial reuse by 50% by 2030. The incremental profit associated with additional landfill-gas-to-energy projects is also embedded in our three-year plan.
We drive value when we limit costs, create profitable growth and effectively manage risk. There’s a direct line from achieving those goals to our overall business strategy, into which sustainability has been fully incorporated. We know that driving long-term value is directly related to sustainable operations.
Our ESG commitments and business priorities shaped our pandemic response
The COVID-19 pandemic pressure tested the resiliency of our business model. At the onset of the pandemic, we took quick action to ensure we prioritized the health and safety of our workforce. Throughout this time, we have been able to provide consistent and reliable service to our customers and communities while maintaining high levels of engagement across our workforce.
For example, we provided employees with an extra ten days of paid time off if they (or a household member) were diagnosed with or required to quarantine due to exposure to COVID-19. We waived insurance copayments and deductibles related to COVID-19 expenses and limited on-site work to critical roles only to protect all employees. We spent millions of dollars on additional PPE (personal protective equipment) including masks, sanitizer, and cleaning supplies, across all facilities, deep cleaned our fleet and facilities, implemented social distancing guidelines and provided educational resources on virus prevention. At the height of the pandemic, we provided a minimum hour guarantee for eligible employees to maintain their employment, and we launched our Committed to Serve Initiative. Through Committed to Serve, we directed $20 million to recognize the contributions of our 28,000 frontline employees, including $3 million donated to the Republic Services Charitable Foundation, more than $11 million in gift cards given to employees to support them and the local economy and $6 million spent at local restaurants to provide two weekly meals for employees and their families.
Our commitment to sustainability is embedded in our Company strategy, our three-year plans, and tied to performance expectations of management. We are confident that this approach adequately holds management accountable to prioritizing sustainability in our business practices.
| | The Board recommends a vote “AGAINST” the Shareholder Proposal to integrate ESG metrics into executive compensation. |
1 | Using 2020 Employee data, as published on our 2020 EEO-1 Report. |
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Meeting Information
Republic services Technical Institute
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INFORMATION ABOUT THE MEETING
Questions and Answers Aboutand Information about the Annual Meeting What is the record date and who may vote at the Annual Meeting? Our only voting stock currently outstanding is our common stock. You may vote if you were a holder of record of Republic common stock as of the close of business on March 22, 202125, 2022 (the “Record Date”). During the Annual Meeting, a list of such shareholders will be available by visiting www.virtualshareholdermeeting.com/RSG2022 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials and following the instructions provided. The trustee of our 401(k) Plan will vote shares held in each participant’s account in accordance with instructions provided by the participant on a completed proxy card. If a participant does not provide a completed proxy card, the trustee of the 401(k) Plan will vote the shares in a participant’s account in the same proportion that it votes shares for which it received valid and timely proxy cards from other participants or as otherwise required by applicable law. How do I participate in the Annual Meeting? This year’s Annual Meeting will be held in a virtual format through a live webcast. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/RSG2021RSG2022 you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the meeting on May 21, 2021.16, 2022. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting page. How Do I Ask a Question at the Meeting? Stockholders may submit questions during the Annual Meeting using the “Ask a Question” field on the virtual meeting website. You will need to log in with your control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question. During the Q&A session of the Annual Meeting, we will answer questions pertinent to meeting matters as they come in and as time permits. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered on our investor relations page at investor.republicservices.com under “2020 Annual Meeting of Shareholders” as soon as practicable following the meeting and will remain available for one week after posting. Please refer to our Meeting Rules of Conduct for more information on how to ask questions which will be available during the Annual Meeting at www.virtualshareholdermeeting.com/RSG2022 What will I be voting on? The following proposals will be considered at the Annual Meeting: election of directors (Proposal electionofdirectors(Proposal1); advisory vote to approve our named executive officer compensation (Proposal advisoryvotetoapproveournamedexecutiveofficercompensation(Proposal2); ratification of the appointment of our independent registered public accounting firm for 2021 (Proposal ratificationoftheappointmentofourindependentregisteredpublicaccountingfirmfor2022(Proposal3); and consideration of the shareholder proposal regarding integration of ESG metrics into executive compensation,an amendment to the Company’s clawback policy for senior executives, if properly presented at the Annual Meeting (Proposal (Proposal4); consideration of the shareholder proposal regarding commissioning a third-party environmental audit, if properly presented at the Annual Meeting (Proposal5); and consideration of the shareholder proposal regarding commissioning a third-party civil rights audit, if properly presented at the Annual Meeting (Proposal6). How many votes do I have? You will have one vote for every share of our common stock you owned as of the close of business on March 22, 2021.25, 2022. | Republic Services, Inc. 2022 Proxy Statement | | | 93 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
What constitutes a quorum for the Annual Meeting? As of the Record Date, 318,998,900 315,786,143 shares of our common stock were outstanding and entitled to vote. A quorum is at least a majority of the voting power represented by the shares of our common stock, or 159,499,451 157,893,072 shares. Abstentions and broker shares, which are shares held in street name, that are voted as to any matter presented at the meeting will be included in determining the number of shares present or represented at the Annual Meeting. Broker shares that are not voted on any matter at the Annual Meeting will not be included in determining the number of shares present or represented. A quorum must be present or represented at the Annual Meeting for any action to be taken. If a quorum is not present or represented, the holders of a majority of the shares entitled to vote who are present or represented at the Annual Meeting, or the chairman of the meeting, may adjourn the Annual Meeting until a quorum is present or represented. The time and place of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given. How many votes are required to approve the proposals, assuming a quorum? The affirmative vote of the majority of votes cast with respect to that director’s election at the Annual Meeting is required for the election of each director (Proposal director (Proposal 1). The affirmative vote of the holders ofThe affirmative vote of the holders of a majority of the voting power of the shares of common stock present or majority of the voting power of the shares of common stock present or represented byby proxy and entitled to vote is required for approval of Proposals 2, 3, 4, 5 and 4.6. How do I vote? 
VOTE ELECTRONICALLY IN ADVANCE OF THE MEETING Via the internet or by telephone-to do so, please follow the instructions shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card; to shareholders of record and beneficial owners who hold their shares in street name and who have obtained a valid proxy from their broker, bank or other nominee. VOTE BY MAIL IN ADVANCE OF THE MEETING If you received a paper proxy card or voting instruction card by mail, simply complete, sign, date, and return it in the envelope provided so that it is received before the Annual Meeting. VOTE ONLINE DURING THE MEETING To vote during the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
92 | Republic Services, Inc. 2021 Proxy Statement
The internet and telephone voting procedures have been designed to verify shareholders’ identities and allow shareholders to confirm their voting instructions have been properly recorded. Shareholders whose shares are held for them by brokers, banks or other nominees should follow the instructions provided by the nominees. Submitting your proxy or voting instructions before the Annual Meeting will not affect your right to vote in person if you decide to attend the Annual Meeting. Meeting. If, however, you hold you hold your shares in street r shares in street name you must request, you must request a valid proxy from your valid proxy from your broker bank or other nominee to , bank or other nominee to vote in person at the Annual in person at the Annual Meeting. | | Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, please ensure that your vote is counted.counted. |
What if I do not give specific voting instructions? Shareholders of Record.Ifyouareashareholderofrecordandyoureturnasignedproxycardbutdonotindicatehowyouwishtovoteona particularmatter,yourshareswillbevotedinaccordancewiththeBoard’srecommendationsonallmatterspresentedinthisProxyStatement. YourshareswillbevotedastheproxyholdersdetermineintheirdiscretionregardinganymattersnotpresentedinthisProxyStatementthatare properlypresentedforavoteattheAnnualMeeting. Beneficial Owners.Ifyouareabeneficialownerandholdyoursharesinstreetnameanddonotprovideyourbroker,bankorothernomineewith votinginstructions,thenomineewilldetermineifithasthediscretionaryauthoritytovoteontheparticularmatter.Underapplicablerules,brokers havethediscretiontovoteon“routine”matters,butdonothavediscretiontovoteon“non-routine”matters.Theratificationoftheappointment ofourindependentregisteredpublicaccountingfirmfor2022(Proposal3)isamatterconsidered“routine”underapplicablerules.Theelection ofdirectors(Proposal1),theadvisoryvotetoapprovenamedexecutiveofficercompensation(Proposal2), and hold your shares in street name and do not provide your broker, bank or other nominee with voting instructions, the nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on “routine” matters, but do not have discretion to vote on “non-routine” matters. The ratification of the appointment of our independent registered public accounting firm for 2021 (Proposal 3) is a matter considered “routine” under applicable rules. The election of directors (Proposal 1), the advisory vote to approve named executive officer compensation (Proposal 2), and the consideration of the shareholder proposalproposals (Proposal 4) 4, 5 and 6)aremattersconsidered “non-routine” “non-routine”underapplicablerules.Thus,therewilllikelybebroker non-votesonProposals1,2,4, 5 and 4.6. 401(k) Plan Participants.Ifyouareaparticipantinour401(k)Plananddonotprovidethetrusteewithvotinginstructions,thetrusteewillvotethe sharesinyouraccountinthesameproportionthatitvotessharesforwhichitreceivedvalidandtimelyproxycardsfromotherparticipantsoras otherwiserequiredbyapplicablelaw. What are broker non-votes? The NYSE permits brokers to vote their customers’ shares on “routine” matters when the brokers have not received voting instructions from their customers. Brokers may not vote their customers’ shares on “non-routine” matters unless they have received voting instructions from their customers. Non-voted shares on non-routine matters are referred to as broker non-votes. How are broker non-votes and abstentions counted? Abstentions and broker non-votes will have no effect on Proposal 1, as the election is determined by counting the votes actually cast where abstentions and broker non-votes are not treated as votes cast. Abstentions will have the effect of a vote against Proposals 2, 3, 4, 5 and 4,6, as the standard for the approval of these proposals is a majority of shares present and entitled to vote, and broker non-votes have no effect on these proposals. 94 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Can I change my vote? Yes. If you have submitted your proxy, you may revoke your proxy at any time until it is voted at the Annual Meeting. If you are a shareholder of record, you may do this in one of three ways: (1) you can send us a written notice stating that you would like to revoke your proxy; (2) you can complete and submit a new proxy card, or cast a new vote by telephone or internet; or (3) you can attend the Annual Meeting and vote in person. Your attendance alone, however, will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the procedure provided by your broker to change these instructions. Do I need to attend the Annual Meeting? No. Although you are welcome to attend virtually, it is not necessary for you to log on to the Annual Meeting to vote your shares. How does the Board recommend I vote on the proposals? The Board recommends you vote: | | | | | | | FOR FOR the election of the 11
nominees to the Board (Proposal 1) | | FOR FOR approval of our named
executive officer compensation (Proposal 2) | | FOR FOR the ratification of the
appointment of our independent registered public accounting firm for 2021 2022 (Proposal 3)
| | AGAINST AGAINST the approval of the
all three shareholder proposal regarding the integration of
ESG metrics into executive
compensationproposals
(Proposal 4)Proposals 4, 5 and 6) |
| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 93 |
Where can I find more information about Republic? We file reports and other information with the SEC. This information is also available at our website at www.RepublicServices.com (click on “Investors”) and at the SEC’s website at www.sec.gov. The information contained on, or that may be accessed through, our website is not a part of, or incorporated by reference in this Proxy Statement. Who can help answer my questions? If you have questions about the Annual Meeting or the proposals, or need help voting your shares, you can call Georgeson, LLC, which is the firm assisting us with our proxy solicitation, toll-free at (800) 248-3170. Expenses of Solicitations Republic will bear the cost of soliciting proxies. In addition to solicitations by mail, our regular employees may solicit proxies in person or by telephone without additional compensation. We will pay all costs of solicitation, including certain expenses of brokers and nominees who mail proxy materials to their customers or principals. Also, we have engaged Georgeson, LLC to help in the solicitation of proxies for a fee of approximately $11,000 plus associated costs and expenses. Proxy Statement Mailing Information and Householding The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials to one address shared by two or more shareholders. This delivery method is referred to as “householding” and can result in cost savings for us. We deliver a single package containing Notices of Internet Availability of Proxy Materials to multiple shareholders who share an address. If you prefer to receive separate packages containing the Notices of Internet Availability of Proxy Materials, or if you currently are a shareholder sharing an address with another shareholder and wish to receive only one package containing future Notices of Internet Availability of Proxy Materials for your household, please contact Broadridge, toll free at 1-866-540-7095. You may also write to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. As permitted by SEC rules, we are making our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 20202021 available in digital form online. On or about April 9, 2021,March 29, 2022, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K and how to vote online. Shareholders who receive the notice will not receive a printed copy of the proxy materials in the mail. If you would like to receive a printed copy, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. | Republic Services, Inc. 2022 Proxy Statement | | | 95 |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Submission of Shareholder ProposalsProposals for Our 20222023 Annual Meeting Any shareholder who wishes to present a proposal for action at our next annual meeting of shareholders, presently scheduled for May 2022,2023, or who wishes to nominate a candidate for our Board, must submit such proposal or nomination in writing to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. The proposal or nomination should comply with the time period and information requirements as set forth in our Bylaws relating to shareholder business or shareholder nominations, as applicable. Shareholders interested in submitting a proposal for inclusion in the proxy statement for the 2022 annual meeting of shareholders may do so by following the procedures prescribed in our Bylaws and in accordance with the applicable rules under the Exchange Act.Shareholder proposals must be received by our Corporate Secretary: no later than December 7, 2021, if the proposal is submitted for inclusion in our proxy materials pursuant to Rule nolaterthanNovember 29, 2022,iftheproposalissubmittedforinclusioninourproxymaterialspursuanttoRule14a-8 under the Exchange undertheExchangeAct; between betweenJanuary 21,16, 2023andFebruary15,2023,iftheproposalissubmittedunderourbylaws,inwhichcasewearenotrequiredtoincludetheproposalinourproxymaterials;or betweenOctober 30, 2022 and February 20,andNovember 29, 2022 if the proposal is submitted under our bylaws, in which case we are not required to include the proposal in our proxy materials; or,iftheproposalissubmittedpursuanttoourproxyaccessbylawprovision. between November 7, 2021 and December 7, 2021, if the proposal is submitted pursuant to our proxy access bylaw provision.
Miscellaneous Matters Our Annual Report on Form 10-K covering the fiscal year ended December 31, 20202021 is available electronically with this Proxy Statement. It contains financial and other information about us, but is not incorporated into this Proxy Statement and is not to be considered a part of these proxy soliciting materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. The information contained in the “Compensation“Talent & Compensation Committee Report” andReport,” the “Audit Committee Report” or any hyperlinks contained in this Proxy Statement shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. We will mail upon written request, without charge, to each shareholder of record as of the Record Date, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, as filed with the SEC. Any exhibits listed in the Form 10-K report also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. Our Annual Report on Form 10-K and exhibits thereto also are available on our website at www.RepublicServices.com or at the SEC’s website at www.sec.gov. You are again invited to attend the Annual Meeting. We will hold the virtual Annual Meeting at 10:30 a.m., Pacific Time, on Friday,Monday, May 21, 2021 16, 2022 online at www.virtualshareholdermeeting.com/RSG2021.RSG2022. Other than the items described herein, management does not intend to present any other items of business and knows of no other matters that will be brought before the Annual Meeting. However, if any additional matters are properly brought before the Annual Meeting, the persons named in the proxy shall vote the proxies in their discretion in the manner they believe to be in our best interest. We have prepared the accompanying form of proxy at the Board’s direction and provide it to you at the Board’s request. Your Board has designated the proxies named therein. 96 | | | Republic Services, Inc. 2022 Proxy Statement | |
Annex
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
94 | Republic Services, Inc. 2021 Proxy Statement
Annex
Annex—CD&A APPENDIX Reconciliation of GAAP to Non-GAAP Financial Measures | | | ADJUSTED DILUTED EARNINGS PER SHARE | | FY 2018(1) | | | | | | FY 2019(1) | | | | | | FY 2020 | | | | FY 2019 | | FY 2020 | | FY 2021 | | | | | | | | | | | | | | | | Diluted earnings per share—as reported | | $3.16 | | | | | | $3.33 | | | | | | $3.02 | | | | | $3.33 | | | $3.02 | | | | $4.04 | | | | | | | | | Loss on extinguishment of debt and other related costs | | — | | | | | | — | | | | | | 0.23 | | | | | — | | | 0.23 | | | | — | | | | | | | | | Bridgeton insurance recovery, net | | (0.09) | | | | | | (0.06) | | | | | | (0.03) | | | | | (0.06) | | | (0.03) | | | | — | | | | | | | | | Restructuring charges | | 0.06 | | | | | | 0.04 | | | | | | 0.05 | | | | | 0.04 | | | 0.05 | | | | 0.04 | | | | | | | | | Loss (gain) on business divestitures and asset impairments, net | | (0.08) | | | | | | (0.03) | | | | | | 0.21 | | | | | (0.03) | | | 0.21 | | | | 0.02 | | | | | | | | | Withdrawal costs—multiemployer pension funds | | — | | | | | | — | | | | | | 0.08 | | | | | — | | | 0.08 | | | | — | | | | | | | | | Acquisition integration and deal costs | | — | | | | | | — | | | | | | — | | | | | | | | | | | Fire damage related costs | | — | | | | | | 0.02 | | | | | | — | | | | | 0.02 | | | — | | | | — | | | | | | | | | Incremental contract startup costs—large municipal contract | | 0.01 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated vesting of compensation expense for CEO transition | | | | — | | | — | | | | 0.07 | | Diluted earnings per share—as adjusted | | $3.06 | | | | | | $3.30 | | | | | | $3.56 | | | | | $3.30 | | | $3.56 | | | | $4.17 | | | | | | | | | | | | | | | | | | | |
ADJUSTED FREE CASH FLOW (IN MILLIONS) | | | FY 2019(1) | | | FY 2020 | | | FY 2021 | | | | | | | | | | | | Cash provided by operating activities | | | $2,352.1 | | | $2,471.6 | | | | $2,786.7 | Property and equipment received | | | (1,215.8) | | | (1,240.6) | | | | (1,303.6) | Proceeds from sales of property and equipment | | | 21.7 | | | 30.1 | | | | 19.5 | Divestiture related tax (payments) benefits | | | 7.8 | | | (9.7) | | | | (0.1) | Cash tax benefit for debt extinguishment and other related costs | | | — | | | (26.0) | | | | — | MEPP withdrawal liability payments, net of tax | | | — | | | 25.4 | | | | — | Restructuring payments, net of tax | | | 7.8 | | | 11.5 | | | | 12.7 | Bridgeton insurance recovery, net of tax | | | — | | | (26.4) | | | | — |
(1)98 | For comparative purposes, prior year amounts have been reclassified to conform to current year presentation.|
| Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | ADJUSTED CASH FLOW (IN MILLIONS) | | FY 2018(1) | | | | | | FY 2019(1) | | | | | | FY 2020 | | | | | | | | | | | | Cash provided by operating activities | | $2,242.8 | | | | | | $2,352.1 | | | | | | $2,471.6 | | | | | | | | | | | | Property and equipment received | | (1,157.7) | | | | | | (1,215.8) | | | | | | (1,240.6) | | | | | | | | | | | | Proceeds from sales of property and equipment | | 31.6 | | | | | | 21.7 | | | | | | 30.1 | | | | | | | | | | | | Divestiture related tax payments (benefits) | | 20.2 | | | | | | 7.8 | | | | | | (9.7) | | | | | | | | | | | | Cash tax benefit for debt extinguishment and other related costs | | — | | | | | | — | | | | | | (26.0) | | | | | | | | | | | | MEPP withdrawal liability payments, net of tax | | — | | | | | | — | | | | | | 25.4 | | | | | | | | | | | | Restructuring payments, net of tax | | 18.2 | | | | | | 7.8 | | | | | | 11.5 | | | | | | | | | | | | Bridgeton insurance recovery, net of tax | | (30.5) | | | | | | — | | | | | | (26.4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted free cash flow | | $1,124.6 | | | | | | $1,173.6 | | | | | | $1,235.9 | | | | | | | | | | | | | | | | | | | |
(1) | For comparative purposes, prior year amounts have been reclassified to conform to current year presentation.
| | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
ADJUSTED EBITDA (IN MILLIONS) | | | FY 2019 | | | FY 2020 | | | FY 2021 | | | | | | | | | | | | Net Income attributable to Republic Services, Inc. | | | $1,073.3 | | | $967.2 | | | | $1,290.4 | Net income attributable to non-controlling interests | | | 0.5 | | | 2.4 | | | | 1.9 | Provision for income taxes | | | 222.0 | | | 173.1 | | | | 282.8 | Other loss (income), net | | | (6.4) | | | (4.1) | | | | .5 | Interest income | | | (6.4) | | | (5.2) | | | | (2.5) | Interest expense | | | 392.0 | | | 355.6 | | | | 314.6 | Depreciation, amortization and depletion | | | 1,040.5 | | | 1,075.9 | | | | 1185.5 | Accretion | | | 81.9 | | | 82.9 | | | | 82.7 | Loss from unconsolidated equity method investment | | | 112.2 | | | 118.2 | | | | 188.5 | Loss on extinguishment of debt and other related costs | | | — | | | 101.9 | | | | — | Restructuring charges | | | 14.2 | | | 20.0 | | | | 16.6 | Loss (gain) on business divestitures and impairments, net | | | (14.7) | | | 77.7 | | | | 0.5 | Accelerated vesting of compensation expense for CEO transition | | | — | | | — | | | | 22.0 | Incremental contract startup costs—large municipal contract | | | 0.7 | | | — | | | | — | Fire-damage related costs | | | 7.7 | | | — | | | | — | Withdrawal costs—multiemployer pension | | | — | | | 34.5 | | | | — | Bridgeton insurance recovery | | | (24.0) | | | (10.8) | | | | — | Adjusted EBITDA | | | $2,893.5 | | | $2,989.3 | | | | $3,383.5 |
| Republic Services, Inc. 2022 Proxy Statement | | | 99 |
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| | | | | | | | | Republic Services, Inc. 2021 Proxy Statement | 97 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | ADJUSTED EBITDA (IN MILLIONS) | | FY 2018(1) | | | | | | FY 2019(1) | | | | | | FY 2020 | | | | | | | | | | | | Net Income attributable to Republic Services, Inc. | | $1,036.9 | | | | | | $1,073.3 | | | | | | $967.2 | | | | | | | | | | | | Net income attributable to non-controlling interests | | 0.7 | | | | | | 0.5 | | | | | | 2.4 | | | | | | | | | | | | Provision for income taxes | | 283.3 | | | | | | 222.0 | | | | | | 173.1 | | | | | | | | | | | | Other income, net | | (3.4) | | | | | | (6.4) | | | | | | (4.1) | | | | | | | | | | | | Interest income | | (1.6) | | | | | | (6.4) | | | | | | (5.2) | | | | | | | | | | | | Interest expense | | 383.8 | | | | | | 392.0 | | | | | | 355.6 | | | | | | | | | | | | Depreciation, amortization and depletion | | 1,033.4 | | | | | | 1,040.5 | | | | | | 1,075.9 | | | | | | | | | | | | Accretion | | 80.7 | | | | | | 81.9 | | | | | | 82.9 | | | | | | | | | | | | Loss from unconsolidated equity method investment | | 35.8 | | | | | | 112.2 | | | | | | 118.2 | | | | | | | | | | | | Loss on extinguishment of debt and other related costs | | 0.3 | | | | | | — | | | | | | 101.9 | | | | | | | | | | | | Restructuring charges | | 26.4 | | | | | | 14.2 | | | | | | 20.0 | | | | | | | | | | | | Loss (gain) on business divestitures and impairments, net | | (44.9) | | | | | | (14.7) | | | | | | 77.7 | | | | | | | | | | | | Incremental contract startup costs—large municipal contract | | 5.8 | | | | | | 0.7 | | | | | | — | | | | | | | | | | | | Fire-damage related costs | | — | | | | | | 7.7 | | | | | | — | | | | | | | | | | | | Withdrawal costs—multiemployer pension | | — | | | | | | — | | | | | | 34.5 | | | | | | | | | | | | Bridgeton insurance recovery | | (40.0) | | | | | | (24.0) | | | | | | (10.8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $2,797.2 | | | | | | $2,893.5 | | | | | | $2,989.3 | | | | | | | | | | | | | | | | | | | |
(1) | For comparative purposes, prior year amounts have been reclassified to conform to current year presentation.
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Calculation of Actual Results for Annual Incentive Performance Measures and GAAP Reconciliation | | | | | | | | | | | | | | | | | | | | | | | | | | | EARNINGS PER SHARE MEASURE | | FY 2018 | | | | | | FY 2019 | | | | | | FY 2020 | | | | | | | | | | | | Diluted earnings per share—as reported | | $3.16 | | | | | | $3.33 | | | | | | $3.02 | | | | | | | | | | | | Loss on extinguishment of debt and other related costs | | — | | | | | | — | | | | | | 0.23 | | | | | | | | | | | | Restructuring charges | | 0.05 | | | | | | 0.03 | | | | | | 0.05 | | | | | | | | | | | | Withdrawal costs—multiemployer pension funds | | — | | | | | | — | | | | | | 0.08 | | | | | | | | | | | | Loss (gain) on business divestitures and asset impairments, net | | (0.08) | | | | | | (0.03) | | | | | | 0.20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings per share measure | | $3.13 | | | | | | $3.33 | | | | | | $3.58 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FREE CASH FLOW MEASURE (IN MILLIONS) | | FY 2018 | | | | | | FY 2019 | | | | | | FY 2020 | | | | | | | | | | | | Cash provided by operating activities | | $2,242.8 | | | | | | $2,352.1 | | | | | | $2,471.6 | | | | | | | | | | | | Property and equipment received | | (1,157.7) | | | | | | (1,215.8) | | | | | | (1,240.6) | | | | | | | | | | | | Proceeds from sales of property and equipment | | 31.6 | | | | | | 21.7 | | | | | | 30.1 | | | | | | | | | | | | Divestiture related tax payments | | 20.2 | | | | | | 7.8 | | | | | | (9.7) | | | | | | | | | | | | Cash tax benefit for debt extinguishment | | — | | | | | | — | | | | | | (26.0) | | | | | | | | | | | | MEPP withdrawal liability payments, net of tax | | — | | | | | | — | | | | | | 25.4 | | | | | | | | | | | | Restructuring payments, net of tax | | 15.3 | | | | | | 7.0 | | | | | | 10.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Free cash flow measure | | $1,152.2 | | | | | | $1,172.8 | | | | | | $1,261.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EARNINGS PER SHARE MEASURE | | | FY 2019 | | | FY 2020 | | | FY 2021 | | | | | | | | | | | Diluted earnings per share—as reported | | | $3.33 | | | $3.02 | | | $4.04 | Loss on extinguishment of debt and other related costs | | | — | | | 0.23 | | | — | Restructuring charges | | | 0.03 | | | 0.05 | | | 0.04 | Withdrawal costs—multiemployer pension funds | | | — | | | 0.08 | | | — | Loss (gain) on business divestitures and asset impairments, net | | | (0.03) | | | 0.20 | | | 0.02 | Earnings per share measure | | | $3.33 | | | $3.58 | | | $4.10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FREE CASH FLOW MEASURE (IN MILLIONS) | | | FY 2019 | | | FY 2020 | | | FY 2021 | | | | | | | | | | | Cash provided by operating activities | | | $2,352.1 | | | $2,471.6 | | | $2,786.7 | Property and equipment received | | | (1,215.8) | | | (1,240.6) | | | (1,303.6) | Proceeds from sales of property and equipment | | | 21.7 | | | 30.1 | | | 19.5 | Divestiture related tax (payments) benefits | | | 7.8 | | | (9.7) | | | (0.1) | Cash tax benefit for debt extinguishment | | | — | | | (26.0) | | | — | MEPP withdrawal liability payments, net of tax | | | — | | | 25.4 | | | — | Restructuring payments, net of tax | | | 7.0 | | | 10.8 | | | 12.7 | Free cash flow measure | | | $1,172.8 | | | $1,261.6 | | | $1,515.2 | | | | | | | | | | |
98 | Republic Services, Inc. 2021 Proxy Statement
100 | | | Republic Services, Inc. 2022 Proxy Statement | |
| | | | | | | | | | | PROXY SUMMARY | | BOARD AND GOVERNANCE | | EXECUTIVE COMPENSATION | | PROPOSALS | | MEETING INFORMATION | | ANNEX | | | | | | | | | | | |
Calculation of Actual Results for 2018-20202019-2021 PSU Performance Measures* | | | THREE YEAR CASH FLOW VALUE CREATION MEASURE (IN MILLIONS) | | FY 2018 | | | | FY 2019 | | | | FY 2020 | | | | FY 2019 | | FY 2020 | | FY 2021 | | | | | | | | | | | | | Net Income per LTI definition | | $1,013 | | | | $1,065 | | | | $1,131 | | | | | $1,065 | | | $1,131 | | | $1,293 | | | | | | | | Add: after tax interest expense per LTI definition | | 303 | | | | 320 | | | | 296 | | | | | 320 | | | 296 | | | 257 | | | | | | | | Add: DD&A and accretion | | 1,114 | | | | 1,122 | | | | 1,159 | | | | | 1,122 | | | 1,159 | | | 1,272 | | | | | | | | | | | | | | | | | | | | | | Operating cash flow | | 2,430 | | | | 2,507 | | | | 2,586 | | | | | 2,507 | | | 2,586 | | | 2,823 | | | | | | | | Less: capital charge | | (1,282) | | | | (1,307) | | | | (1,356) | | | | | (1,307) | | | (1,356) | | | (1,429) | | | | | | | | | | | | | | | | | | | | | | Cash flow value creation | | $1,148 | | | | $1,200 | | | | $1,230 | | | | | $1,200 | | | $1,230 | | | $1,393 | | | | | | | | Three year cash flow value creation measure | | | | | | | | | | $3,578 | | | | | | | | | | | $3,823 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | THREE YEAR RETURN ON INVESTED CAPITAL MEASURE (IN MILLIONS EXCEPT WHERE NOTED AS A PERCENTAGE) | | FY 2018 | | | | FY 2019 | | | | FY 2020 | | | | | | | | | | | Net Income per LTI definition | | $1,013 | | | | $1,065 | | | | $1,131 | | | | | | | | | | | Add: after tax interest expense per LTI definition | | 303 | | | | 320 | | | | 296 | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted net income | | 1,316 | | | | 1,385 | | | | $1,427 | | | | | | | | | | | Average net assets per LTI definition | | $16,019 | | | | $16,348 | | | | $16,950 | | | | | | | | | | | Return on Invested Capital | | 8.2% | | | | 8.5% | | | | 8.4% | | | | | | | | | | | Sum of three year adjusted net income | | | | | | | | | | $4,128 | | | | | | | | | | | Sum of three year average net assets | | | | | | | | | | $49,317 | | | | | | | | | | | Three year return on invested capital | | | | | | | | | | 8.4% | | | | | | | | | | | | | | | | | | | | | | | | | | |
THREE YEAR RETURN ON INVESTED CAPITAL MEASURE (IN MILLIONS EXCEPT WHERE NOTED AS A PERCENTAGE) | | | FY 2019 | | | FY 2020 | | | FY 2021 | | | | | | | | | | | Net Income per LTI definition | | | $1,065 | | | $1,131 | | | $1,293 | Add: after tax interest expense per LTI definition | | | 320 | | | 296 | | | 257 | Adjusted net income | | | 1,385 | | | 1,427 | | | 1,551 | Average net assets per LTI definition | | | $16,348 | | | $16,950 | | | $17,868 | Return on Invested Capital | | | 8.5% | | | 8.4% | | | 8.7% | Sum of three year adjusted net income | | | | | | | | | $4,363 | Sum of three year average net assets | | | | | | | | | $51,166 | Three year return on invested capital | | | | | | | | | 8.5% | | | | | | | | | | |
* | CFVC and ROIC are adjusted to excludeCFVC and ROIC are adjusted to exclude net gains or losses on gains or losses on divestitures and impairments losses recorded on the extinguishment of debt instruments, and , losses recorded on the extinguishment of debt instruments, and costs associated with withdrawal from or termination of multi-employer pension plans.associated with withdrawal from or termination of multi-employer pension plans.
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| | | | | | | | | Republic Services, Inc. 20212022 Proxy Statement | | 99 | 101 |
REPUBLIC(R)
REPUBLIC SERVICES We'll handle it from here.(R) 18500 N. Allied Way Phoenix, Arizona 85054 480-627-2700 RepublicServices.com
REPUBLIC® SERVICES, INC. ATTN:INC ATTN INVESTOR RELATIONS 18500 NORTH ALLIED WAY PHOENIX AZ 85054 SCAN TO VIEW MATERIALS & VOTE logo VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comwww proxyvote com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information.information Vote by 11:11 59 P.M.P M Eastern Time on May 20, 202115 2022 for shares held directly and by 11:11 59 P.M.P M Eastern Time on May 18, 202111 2022 for shares held in a Plan.Plan 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.form During The Meeting - Go to www.virtualshareholdermeeting.com/RSG2021www virtual shareholder meeting com RSG2022 You may attend the meeting via the Internet and vote during the meeting.meeting Have the information that is printed in the box marked by the arrow available and follow the instructions.instructions VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions.instructions Vote by 11:11 59 P.M.P M Eastern Time on May 20, 202115 2022 for shares held directly and by 11:11 59 P.M.P M Eastern Time on May 18, 202111 2022 for shares held in a Plan.Plan Have your proxy card in hand when you call and then follow the instructions.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 Vote Processing c/c o Broadridge 51 Mercedes Way Edgewood NY 11717.11717 TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D42605-P50905FOLLOWS D75128-P66385 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DATED REPUBLIC SERVICES INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain 1a. Manuel Kadre [ ] [ ] [ ] 1b. Tomago Collins [ ] [ ] [ ] 1c. Michael A. Duffy [ ] [ ] [ ] 1d. Thomas W. Handley [ ] [ ] [ ] 1e. Jennifer M. Kirk [ ] [ ] [ ] 1f. Michael Larson [ ] [ ] [ ] 1g. Kim S. Pegula [ ] [ ] [ ] 1h. James P. Snee [ ] [ ] [ ] 1i. Brian S. Tyler [ ] [ ] [ ] 1j. Sandra M. Volpe [ ] [ ] [ ] 1k. Katharine B. Weymouth [ ] [ ] [ ]INC The Board of Directors recommends you vote FOR the following proposals:1 Election of Directors Nominees 1a Manuel Kadre 1b Tomago Collins 1c Michael A Duffy 1d Thomas W Handley 1e Jennifer M Kirk 1f Michael Larson 1g Kim S Pegula 1h James P Snee 1i Brian S Tyler 1j Jon Vander Ark 1k Sandra M Volpe 1l Katharine B Weymouth Please sign exactly as your name s appear s hereon When signing as attorney executor administrator or other fiduciary please give full title as such Joint owners should each sign personally All holders must sign If a corporation or partnership please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date For Against Abstain 2. Advisory vote to approve our named executive officer compensation. [ ] [ ] [ ] 3.compensation 3 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. [ ] [ ] [ ] The Board of Directors recommends you vote AGAINST the following proposal: 4.2022 4 Shareholder Proposal to incorporate ESG metrics into executive compensation. [ ] [ ] [ ] NOTE:amend the Company’s clawback policy for senior executives 5 Shareholder Proposal to commission a third-party environmental justice audit 6 Shareholder Proposal to commission a third-party civil rights audit NOTE In the discretion of the Proxies named herein the Proxies are authorized to vote upon such other matters as may properly come before the meeting (or any adjournment or postponement thereof). Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 1 Election of Directors Nominees The Board of Directors recommends you vote FOR the following The Board of Directors recommends you vote FOR the following proposals The Board of Directors recommends you vote AGAINST the For Against Abstain
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D42606-P50905
D75129-P66385 PROXY REPUBLIC SERVICES INC.INC This proxy is solicited on behalf of the Board of Directors Donald W. SlagerJon Vander Ark and Catharine D.D Ellingsen or either of them with the power of substitution are hereby authorized to vote all shares of common stock which the undersigned would be entitled to vote if personally present at the virtual Annual Meeting of Shareholders of Republic Services Inc.Inc to be held at 10:30 a.m.,a m Pacific Time on May 21, 202116 2022 via webcast at www.virtualshareholdermeeting.com/RSG2021www virtual shareholder meeting com RSG2022 or any postponements or adjournments of the meeting as indicated hereon.hereon This proxy when properly executed will be voted in the manner directed by the undersigned shareholder.shareholder If no direction is given this proxy will be voted FOR each of the nominees for director listed herein;herein FOR approval of the compensation of our named executive officers;officers FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021;2022 AGAINST the shareholder proposal to amend the Company’s clawback policy for senior executives AGAINST the shareholder proposal to commission a third-party environmental justice audit and AGAINST the shareholder proposal to incorporate ESG metrics into executive compensation.commission a third-party civil rights audit As to any other matters the Proxies shall vote in accordance with their discretion.discretion The undersigned hereby acknowledges receipt of the Notice of the 20212022 Annual Meeting of Shareholders the Proxy Statement and the Annual Report.Report PLEASE MARK SIGN DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.ENVELOPE Continued on reverse side 
REPUBLIC SERVICES Sustainability in Action 18500 N. Allied Way Phoenix, Arizona 85054 480-627-2700 RepublicServices.com | | | 
REPUBLIC(R)
