8-KLeadership ChangesExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Executive Changes (Mar 30, 2021)

Filed March 30, 2021For Securities:RSG

Summary

This 8-K filing announces a significant leadership transition at Republic Services, Inc. (RSG), with Jon Vander Ark set to succeed Donald W. Slager as Chief Executive Officer (CEO) effective June 25, 2021. Mr. Slager, who had provided a one-year retirement notice, will transition out of his CEO role but will remain with the company as a consultant through December 31, 2021, and will receive consulting fees equivalent to his base salary for that period. The company is incurring an estimated $20 million charge in Q2 2021 related to the accelerated vesting of awards under the transition. Simultaneously, the company has established the compensation for incoming CEO Jon Vander Ark, who currently serves as President. His new role as CEO will be accompanied by an increased base salary of $1,000,000, an annual bonus opportunity of 135% of his base salary, and significant equity awards including restricted stock units and performance share units. This executive reshuffling signals a planned succession and outlines the financial implications and executive compensation adjustments associated with this change.

Key Highlights

  • 1Jon Vander Ark appointed as new CEO, succeeding Donald W. Slager, effective June 25, 2021.
  • 2Donald W. Slager to retire as CEO but will serve as a consultant through December 31, 2021.
  • 3Republic Services anticipates a $20 million charge in Q2 2021 for accelerated award vesting related to the CEO transition.
  • 4Jon Vander Ark's new compensation package includes a $1,000,000 base salary and 135% target annual bonus.
  • 5Vander Ark also receives a $400,000 grant of restricted stock units and performance share units valued at $850,000 for the 2021-2023 cycle.
  • 6Mr. Slager's transition agreement includes continued compensation for consulting services and waiver of the notice period for award vesting.
  • 7Jon Vander Ark will join the Board of Directors effective July 1, 2021.

Frequently Asked Questions

Jon Vander Ark has been appointed as the new Chief Executive Officer, effective June 25, 2021. He will succeed Donald W. Slager.

Donald W. Slager will retire as CEO on June 25, 2021, but will continue to serve the company as a consultant until December 31, 2021, providing transition assistance and other requested services. He will receive consulting fees equivalent to his base salary during this period.

The company expects to incur a charge of approximately $20 million in the second quarter of 2021. This charge is primarily related to the accelerated vesting of awards for Mr. Slager as part of his transition agreement.

As CEO, Jon Vander Ark's compensation will include an annual base salary of $1,000,000, an annual cash bonus opportunity of 135% of his base salary, a grant of $400,000 in restricted stock units, and performance share units with a target value of $850,000 for the 2021-2023 performance cycle. His severance terms in case of termination without cause have also been clarified.