Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 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 - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | 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 may be 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 2023. 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, and also excluding the impacts of our recycling brokerage business. 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. See Appendix A for additional information and a reconciliation of this non-GAAP measure to the most comparable GAAP measure. Pay Versus Performance Table Year SCT Total (1) ($) CEO CAP (1)(2) ($) Average SCT (1) ($) Average (1)(2) ($) Value of Initial (3) Net Income CSM: WM Peer 2023 14,628,854 26,638,740 3,971,546 6,550,505 168 166 2.304 5.892 2022 14,820,684 13,037,001 5,202,091 4,823,249 145 141 2.238 5.475 2021 13,057,363 44,273,994 3,637,383 10,803,402 152 149 1.816 4.961 2020 12,373,925 15,824,928 3,372,614 4,308,433 105 107 1.496 4.371 (1) For all periods shown in the table above, the Company’s CEO was Mr. James C. Fish, Jr. The Non-CEO NEOs for purposes of the 2023 disclosures include Ms. Devina A. Rankin, Mr. John C. Morris, Jr., Mr. Rafael E. Carrasco and Ms. Tara J. Hemmer. The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Steven R. Batchelor, the Company’s retired Senior Vice President — Operations. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Charles C. Boettcher, Executive Vice President, Corporate Development & Chief Legal Officer. (2) To calculate 2023 CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below: EXECUTIVE COMPENSATION A djustments to CEO’ s SCT T otal C ompensation to C alculate CAP: 2023 SCT Total Compensation 14,628,854 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 10,355,433 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 11,099,138 • Fair value of option awards granted during the year, as of 12/31 (b) 2,595,049 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) 1,765,392 • Change in fair value of prior years’ option awards unvested at 12/31 (b) 818,348 • Change in fair value of prior years’ stock awards vesting during the year (a) 5,614,556 • Change in fair value of prior years’ option awards vesting during the year (b) (445,774 ) • Dividend equivalents paid upon stock awards vesting during the year 918,610 Total Additions to SCT Total Compensation, in dollars 22,365,319 CAP 26,638,740 A djustments to N on -CEO NEO s A verage SCT T otal C ompensation to C alculate A verage CAP: 2023 SCT Total Compensation 3,971,546 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 2,336,613 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 2,501,178 • Fair value of option awards granted during the year, as of 12/31 (b) 585,555 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) 552,912 • Change in fair value of prior years’ option awards unvested at 12/31 (b) 163,643 • Change in fair value of prior years’ stock awards vesting during the year (a) 1,031,736 • Change in fair value of prior years’ option awards vesting during the year (b) (88,919 ) • Dividend equivalents paid upon stock awards vesting during the year 169,467 Total Additions to SCT Total Compensation, in dollars 4,915,572 CAP 6,550,505 (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 2023 CAP: EXECUTIVE COMPENSATION Projected Payout of Unvested Cash Flow PSUs at Year-End 2023 2022 Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025 100 % Stock awards also includes RSUs that vested for Mr. Carrasco in 2023; unvested RSUs that were granted to Mr. Carrasco in 2021; and unvested RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Carrasco 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 award fair values are calculated using a Black-Scholes option pricing model. (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, December 31, 2022 and December 31, 2023. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index. | |||
Company Selected Measure Name | Operating EBITDA | |||
Named Executive Officers, Footnote | (1) For all periods shown in the table above, the Company’s CEO was Mr. James C. Fish, Jr. The Non-CEO NEOs for purposes of the 2023 disclosures include Ms. Devina A. Rankin, Mr. John C. Morris, Jr., Mr. Rafael E. Carrasco and Ms. Tara J. Hemmer. The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Steven R. Batchelor, the Company’s retired Senior Vice President — Operations. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Charles C. Boettcher, Executive Vice President, Corporate Development & Chief Legal Officer. | |||
Peer Group Issuers, Footnote | (a) | |||
PEO Total Compensation Amount | $ 14,628,854 | $ 14,820,684 | $ 13,057,363 | $ 12,373,925 |
PEO Actually Paid Compensation Amount | $ 26,638,740 | 13,037,001 | 44,273,994 | 15,824,928 |
Adjustment To PEO Compensation, Footnote | (2) To calculate 2023 CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below: EXECUTIVE COMPENSATION A djustments to CEO’ s SCT T otal C ompensation to C alculate CAP: 2023 SCT Total Compensation 14,628,854 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 10,355,433 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 11,099,138 • Fair value of option awards granted during the year, as of 12/31 (b) 2,595,049 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) 1,765,392 • Change in fair value of prior years’ option awards unvested at 12/31 (b) 818,348 • Change in fair value of prior years’ stock awards vesting during the year (a) 5,614,556 • Change in fair value of prior years’ option awards vesting during the year (b) (445,774 ) • Dividend equivalents paid upon stock awards vesting during the year 918,610 Total Additions to SCT Total Compensation, in dollars 22,365,319 CAP 26,638,740 | |||
Non-PEO NEO Average Total Compensation Amount | $ 3,971,546 | 5,202,091 | 3,637,383 | 3,372,614 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 6,550,505 | 4,823,249 | 10,803,402 | 4,308,433 |
Adjustment to Non-PEO NEO Compensation Footnote | A djustments to N on -CEO NEO s A verage SCT T otal C ompensation to C alculate A verage CAP: 2023 SCT Total Compensation 3,971,546 Deduction from SCT Total Compensation, in dollars • Grant date fair values of equity awards reported in the 2,336,613 Additions to SCT Total Compensation, in dollars: • Fair value of stock awards granted during the year, as of 12/31 (a) 2,501,178 • Fair value of option awards granted during the year, as of 12/31 (b) 585,555 • Change in fair value of prior years’ stock awards unvested at 12/31 (a) 552,912 • Change in fair value of prior years’ option awards unvested at 12/31 (b) 163,643 • Change in fair value of prior years’ stock awards vesting during the year (a) 1,031,736 • Change in fair value of prior years’ option awards vesting during the year (b) (88,919 ) • Dividend equivalents paid upon stock awards vesting during the year 169,467 Total Additions to SCT Total Compensation, in dollars 4,915,572 CAP 6,550,505 (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 2023 CAP: EXECUTIVE COMPENSATION Projected Payout of Unvested Cash Flow PSUs at Year-End 2023 2022 Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100 % 100 % Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025 100 % Stock awards also includes RSUs that vested for Mr. Carrasco in 2023; unvested RSUs that were granted to Mr. Carrasco in 2021; and unvested RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Carrasco 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 award fair values are calculated using a Black-Scholes option pricing model. | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | T abular D isclosure of M ost I mportant M easures to D etermine 2023 CAP The five items listed below represent the most important measures used to determine CAP for 2023 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 | $ 168 | 145 | 152 | 105 |
Peer Group Total Shareholder Return Amount | 166 | 141 | 149 | 107 |
Net Income (Loss) | $ 2,304,000,000 | $ 2,238,000,000 | $ 1,816,000,000 | $ 1,496,000,000 |
Company Selected Measure Amount | 5,892,000,000 | 5,475,000,000 | 4,961,000,000 | 4,371,000,000 |
PEO Name | Mr. James C. Fish | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | TSR Relative to the S&P 500 | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Cash Flow Generation | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Operating EBITDA | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Income from Operations Margin | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Internal Revenue Growth | |||
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (10,355,433) | |||
PEO [Member] | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 22,365,319 | |||
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 11,099,138 | |||
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,595,049 | |||
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 | ||||
Adjustment to Compensation, Amount | 1,765,392 | |||
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 | ||||
Adjustment to Compensation, Amount | 818,348 | |||
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 5,614,556 | |||
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (445,774) | |||
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 918,610 | |||
Non-PEO NEO [Member] | ||||
Pay vs Performance Disclosure | ||||
Cash Flow Performance Stock Units Period Ended 2023 | 200% | |||
Cash Flow Performance Stock Units Period Ended 2024 | 100% | 100% | ||
Cash Flow Performance Stock Units Period Ended 2025 | 100% | |||
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (2,336,613) | |||
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,915,572 | |||
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,501,178 | |||
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 585,555 | |||
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 | ||||
Adjustment to Compensation, Amount | 552,912 | |||
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 | ||||
Adjustment to Compensation, Amount | 163,643 | |||
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,031,736 | |||
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (88,919) | |||
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 169,467 |