8-KLeadership ChangesExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Jan 31, 2007)

Filed January 31, 2007For Securities:WM

Summary

This 8-K filing from Waste Management, Inc. announces the appointment of Michael Jay Romans as Senior Vice President — People, effective January 25, 2007. Mr. Romans brings experience from St. Joe Company and Hughes Supply. His employment agreement is for a two-year term with automatic annual renewals, a starting base salary of $375,000, and a target annual bonus of 75% of his base salary, with potential payouts ranging from 0% to 150% based on performance. The agreement also details significant severance packages in case of termination without cause or for good reason in connection with a change in control, including cash payments and extended benefit continuations. Mr. Romans is also granted 10,000 restricted stock units, vesting over three years, to compensate for forfeited incentives from his previous employer. The filing also lists the employment agreement as an exhibit.

Key Highlights

  • 1Waste Management, Inc. has appointed Michael Jay Romans as Senior Vice President — People.
  • 2Mr. Romans' employment agreement includes a base salary of at least $375,000 annually.
  • 3A performance-based bonus plan is in place, with a target of 75% of base salary and a potential range of 0% to 150%.
  • 410,000 restricted stock units will be granted to Mr. Romans, vesting over three years, as an incentive for joining.
  • 5The agreement outlines substantial severance packages for termination without cause or in connection with a change in control, including multiple times the base salary and bonus.
  • 6Employment is for an initial two-year term, automatically renewing for one-year periods.
  • 7Restrictive covenants including non-competition and non-solicitation for two years post-employment are included.

Frequently Asked Questions

This 8-K filing primarily announces the appointment of a new executive, Michael Jay Romans, as Senior Vice President — People, and details the terms of his employment agreement.

Mr. Romans will receive a minimum base salary of $375,000 annually, a target bonus of 75% of his base salary (with potential payouts between 0% and 150%), 10,000 restricted stock units vesting over three years, and participation in executive benefit plans. He is also eligible for an automobile allowance, financial planning, and social dues.

If terminated without cause, Mr. Romans is entitled to cash severance equal to two times his base salary and target bonus, plus continued health benefits for up to two years. In the event of termination without cause or for good reason related to a change in control, the cash severance increases to three times his base salary and target bonus, with benefits continuing for three years.

Yes, the agreement includes restrictive covenants preventing Mr. Romans from competing with Waste Management or soliciting its customers or employees for a period of two years following his termination. He also agrees not to disparage the Company.