Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Waste Management, Inc. |
Entity Central Index Key | 0000823768 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | |
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE We are required to calculate and present the following compensation information in the tabular format prescribed by the SEC. The Compensation Discussion and Analysis and other executive compensation tables above should be read in conjunction with this section to gain a complete understanding of our executive compensation philosophy, programs and decisions. The tables and discussion below refer to an SEC-prescribed calculation of compensation actually paid, referred to as “CAP”. However, CAP does not correlate to the total amount of compensation that the executive realized during the year. CAP is a detailed calculation that includes adjustments to Total Compensation as reported in the Summary Compensation Table (the “SCT”) to reflect the increase (or decrease) in value of equity compensation over the course of the year, including equity compensation granted in prior years and equity compensation remaining unvested as of year-end. The equity compensation values used to determine CAP are calculated in accordance with ASC Topic 718, based on various methodologies and assumptions. The amount of compensation that the executive will actually realize when such equity awards vest or options are exercised maybe materially different from the amounts used in the CAP calculation. The table below includes our Operating EBITDA annual cash incentive performance measure as the Company Selected Measure (“CSM”) that management believes is the most important annual financial performance measure used to link executive pay and Company performance in 2022. This measure is also discussed in our Compensation Discussion and Analysis and is generally defined as the Company’s income from operations, excluding depreciation, depletion and amortization, “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” reported in our Annual Report on Form 10-K, with adjustments discussed in footnote (4) below. Operating EBITDA presented in this proxy statement is a non-GAAP measure and is defined differently than Operating EBITDA reported in the Company’s quarterly earnings press release. Pay Versus Performance Table Year SCT Total CEO CAP (1) ($) Average SCT (2) ($) Average (1)(2) ($) Value of Initial (3) Net Income CSM: (4) ($ in billions) WM Peer 2022 14,820,684 13,037,001 5,202,091 4,823,249 145 141 2.238 5.475 2021 13,057,363 44,273,994 3,637,383 10,803,402 152 149 1.816 4.961 2020 12,373,925 15,824,928 3,372,614 4,308,433 105 107 1.496 4.371 (1) To calculate CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below: A djustments to CEO’ s SCT T otal C ompensation to C alculate CAP: 2022 2021 2020 SCT Total Compensation 14,820,684 13,057,363 12,373,925 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 9,773,267 9,012,200 9,710,595 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 9,374,354 17,991,335 7,197,808 • Fair value of option awards granted during the year, as of 12/31 (b) 2,335,994 5,585,540 1,458,410 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) (122,282 ) 7,850,495 3,505,814 • Change in fair value of prior years’ option awards unvested at 12/31 (b) (760,003 ) 4,652,852 456,153 • Change in fair value of prior years’ stock awards vesting during the year (a) (960,794 ) 3,833,674 (313,787 ) • Change in fair value of prior years’ option awards vesting during the year (b) (2,533,413 ) (392,910 ) 230,831 • Dividend equivalents paid upon stock awards vesting during the year 655,728 707,845 626,369 Total Additions to SCT Total Compensation, in dollars 7,989,584 40,228,831 13,161,598 CAP 13,037,001 44,273,994 15,824,928 A djustments to N on -CEO NEO s A verage SCT T otal C ompensation to C alculate A verage CAP: 2022 2021 2020 SCT Total Compensation 5,202,091 3,637,383 3,372,614 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 3,280,651 2,082,902 2,276,065 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 3,264,715 4,098,078 1,687,114 • Fair value of option awards granted during the year, as of 12/31 (b) 547,280 1,215,672 341,815 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) (28,052 ) 1,754,235 939,483 • Change in fair value of prior years’ option awards unvested at 12/31 (b) (176,271 ) 1,115,185 110,131 • Change in fair value of prior years’ stock awards vesting during the year (a) (225,203 ) 978,948 (65,123 ) • Change in fair value of prior years’ option awards vesting during the year (b) (634,358 ) (93,948 ) 73,919 • Dividend equivalents paid upon stock awards vesting during the year 153,698 180,751 124,545 Total Additions to SCT Total Compensation, in dollars 2,901,809 9,248,921 3,211,884 CAP 4,823,249 10,803,402 4,308,433 (a) Stock awards for all NEOs include annual grants of TSR PSUs and Cash Flow PSUs. The fair value of an unvested TSR PSU is calculated using a multifactor Monte Carlo model, and because total shareholder return is a market condition, projected achievement is embedded in the fair value. The fair value of an unvested Cash Flow PSU is equal to the average of the high and low market price of our Common Stock on the given date; we then multiply the fair value of a Cash Flow PSU by our projection, for accounting purposes, of the probable outcome of the Cash Flow Generation performance measure applicable to such PSUs, based on results to-date and forecast. The following grid summarizes the projected probable outcomes utilized to calculate the value of unvested Cash Flow PSUs at year-end for years prior to the end of the performance period for purposes of CAP: Projected Payout of Unvested Cash Flow PSUs at Year-End 2022 2021 2020 2019 Cash Flow PSUs with 3-year Performance Period Ended 12/31/2020 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2021 200 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2022 180 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200 % 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100 % Stock awards also includes RSUs for Ms. Hemmer that vested in 2020; RSUs for Mr. Batchelor that vested in 2020 and 2021; RSUs that were granted to Mr. Boettcher in 2021; and RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Batchelor in 2022. The fair value of an RSU is equal to the average of the high and low market price of our Common Stock on the given date. (b) Option awards include fair values, calculated using a Black-Scholes option pricing model, for stock options granted annually to our NEOs. (2) The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Mr. Batchelor and Ms. Hemmer. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Mr. Boettcher and Ms. Hemmer. (3) Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2019. The TSR amounts shown for 2020 represent the value of that $100 investment on December 31, 2020, and TSR is then calculated, on a cumulative basis, as of December 31, 2021 and December 31, 2022. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index. (4) When establishing the 2022 compensation performance levels, the MD&C Committee defined Operating EBITDA to exclude the impacts of the Company’s recycling brokerage business, which increased net Operating EBITDA results by $7 million. The MD&C Committee did not make any adjustments to the defined calculation of Operating EBITDA for 2021 and 2022. The MD&C Committee approved adjustments to the calculation of Operating EBITDA for 2020 on a basis consistent with the reporting of our 2020 financial results, excluding (a) $155 million of costs related to the acquisition and integration of ADS; (b) $46 million in costs in connection with COVID-19 and (c) $27 million in costs related to strategic initiatives launched in 2020 after the performance measures had been established. | |||
Company Selected Measure Name | Operating EBITDA | |||
Named Executive Officers, Footnote [Text Block] | Mr. James C. Fish, Jr. — President and Chief Executive Officer since November 2016. | |||
Peer Group Issuers, Footnote [Text Block] | (3) Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2019. The TSR amounts shown for 2020 represent the value of that $100 investment on December 31, 2020, and TSR is then calculated, on a cumulative basis, as of December 31, 2021 and December 31, 2022. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index. | |||
PEO Total Compensation Amount | $ 14,820,684 | $ 13,057,363 | $ 12,373,925 | |
PEO Actually Paid Compensation Amount | $ 13,037,001 | 44,273,994 | 15,824,928 | |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) To calculate CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below: A djustments to CEO’ s SCT T otal C ompensation to C alculate CAP: 2022 2021 2020 SCT Total Compensation 14,820,684 13,057,363 12,373,925 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 9,773,267 9,012,200 9,710,595 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 9,374,354 17,991,335 7,197,808 • Fair value of option awards granted during the year, as of 12/31 (b) 2,335,994 5,585,540 1,458,410 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) (122,282 ) 7,850,495 3,505,814 • Change in fair value of prior years’ option awards unvested at 12/31 (b) (760,003 ) 4,652,852 456,153 • Change in fair value of prior years’ stock awards vesting during the year (a) (960,794 ) 3,833,674 (313,787 ) • Change in fair value of prior years’ option awards vesting during the year (b) (2,533,413 ) (392,910 ) 230,831 • Dividend equivalents paid upon stock awards vesting during the year 655,728 707,845 626,369 Total Additions to SCT Total Compensation, in dollars 7,989,584 40,228,831 13,161,598 CAP 13,037,001 44,273,994 15,824,928 | |||
Non-PEO NEO Average Total Compensation Amount | $ 5,202,091 | 3,637,383 | 3,372,614 | |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,823,249 | 10,803,402 | 4,308,433 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | A djustments to N on -CEO NEO s A verage SCT T otal C ompensation to C alculate A verage CAP: 2022 2021 2020 SCT Total Compensation 5,202,091 3,637,383 3,372,614 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 3,280,651 2,082,902 2,276,065 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 3,264,715 4,098,078 1,687,114 • Fair value of option awards granted during the year, as of 12/31 (b) 547,280 1,215,672 341,815 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) (28,052 ) 1,754,235 939,483 • Change in fair value of prior years’ option awards unvested at 12/31 (b) (176,271 ) 1,115,185 110,131 • Change in fair value of prior years’ stock awards vesting during the year (a) (225,203 ) 978,948 (65,123 ) • Change in fair value of prior years’ option awards vesting during the year (b) (634,358 ) (93,948 ) 73,919 • Dividend equivalents paid upon stock awards vesting during the year 153,698 180,751 124,545 Total Additions to SCT Total Compensation, in dollars 2,901,809 9,248,921 3,211,884 CAP 4,823,249 10,803,402 4,308,433 (a) Stock awards for all NEOs include annual grants of TSR PSUs and Cash Flow PSUs. The fair value of an unvested TSR PSU is calculated using a multifactor Monte Carlo model, and because total shareholder return is a market condition, projected achievement is embedded in the fair value. The fair value of an unvested Cash Flow PSU is equal to the average of the high and low market price of our Common Stock on the given date; we then multiply the fair value of a Cash Flow PSU by our projection, for accounting purposes, of the probable outcome of the Cash Flow Generation performance measure applicable to such PSUs, based on results to-date and forecast. The following grid summarizes the projected probable outcomes utilized to calculate the value of unvested Cash Flow PSUs at year-end for years prior to the end of the performance period for purposes of CAP: Projected Payout of Unvested Cash Flow PSUs at Year-End 2022 2021 2020 2019 Cash Flow PSUs with 3-year Performance Period Ended 12/31/2020 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2021 200 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2022 180 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200 % 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100 % Stock awards also includes RSUs for Ms. Hemmer that vested in 2020; RSUs for Mr. Batchelor that vested in 2020 and 2021; RSUs that were granted to Mr. Boettcher in 2021; and RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Batchelor in 2022. The fair value of an RSU is equal to the average of the high and low market price of our Common Stock on the given date. (b) Option awards include fair values, calculated using a Black-Scholes option pricing model, for stock options granted annually to our NEOs. | |||
Compensation Actually Paid vs. Net Income [Text Block] | ||||
Total Shareholder Return Vs Peer Group [Text Block] | ||||
Tabular List [Table Text Block] | T abular D isclosure of M ost I mportant M easures to D etermine 2022 CAP The five items listed below represent the most important measures used to determine CAP for 2022 for all of our NEOs, as each measure and its impact on executive compensation is further described in our Compensation Discussion and Analysis . Most Important Performance Measures TSR Relative to the S&P 500 Cash Flow Generation Operating EBITDA Income from Operations Margin Internal Revenue Growth | |||
Total Shareholder Return Amount | $ 145 | 152 | 105 | |
Peer Group Total Shareholder Return Amount | 141 | 149 | 107 | |
Net Income (Loss) | $ 2,238,000,000 | $ 1,816,000,000 | $ 1,496,000,000 | |
Company Selected Measure Amount | 5,475,000,000 | 4,961,000,000 | 4,371,000,000 | |
PEO Name | Mr. James C. Fish | |||
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | TSR Relative to the S&P 500 | |||
Non-GAAP Measure Description [Text Block] | (4) | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Cash Flow Generation | |||
Measure [Axis]: 3 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Operating EBITDA | |||
Measure [Axis]: 4 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Income from Operations Margin | |||
Measure [Axis]: 5 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Internal Revenue Growth | |||
PEO [Member] | Equity Awards Value in Compensation Table for the Applicable Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ (9,773,267) | $ (9,012,200) | $ (9,710,595) | |
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 9,374,354 | 17,991,335 | 7,197,808 | |
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,335,994 | 5,585,540 | 1,458,410 | |
PEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Stock Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (122,282) | 7,850,495 | 3,505,814 | |
PEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Option Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (760,003) | 4,652,852 | 456,153 | |
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (960,794) | 3,833,674 | (313,787) | |
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,533,413) | (392,910) | 230,831 | |
PEO [Member] | Equity Awards Adjustments Dividend Equivalents Paid Upon Stock Awards Vesting During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 655,728 | 707,845 | 626,369 | |
PEO [Member] | Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 7,989,584 | $ 40,228,831 | $ 13,161,598 | |
Non-PEO NEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Cash Flow Performance Stock Units Period Ended 2020 | 200% | |||
Cash Flow Performance Stock Units Period Ended 2021 | 200% | 100% | ||
Cash Flow Performance Stock Units Period Ended 2022 | 180% | 100% | ||
Cash Flow Performance Stock Units Period Ended 2023 | 200% | 200% | ||
Cash Flow Performance Stock Units Period Ended 2024 | 100% | |||
Non-PEO NEO [Member] | Equity Awards Value in Compensation Table for the Applicable Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 3,280,651 | $ 2,082,902 | $ 2,276,065 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 3,264,715 | 4,098,078 | 1,687,114 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 547,280 | 1,215,672 | 341,815 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Stock Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (28,052) | 1,754,235 | 939,483 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Option Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (176,271) | 1,115,185 | 110,131 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (225,203) | 978,948 | (65,123) | |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (634,358) | (93,948) | 73,919 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Dividend Equivalents Paid Upon Stock Awards Vesting During the Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 153,698 | 180,751 | 124,545 | |
Non-PEO NEO [Member] | Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 2,901,809 | $ 9,248,921 | $ 3,211,884 |