8-KLeadership ChangesExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Mar 3, 2017)

Filed March 3, 2017For Securities:WM

Summary

This Form 8-K filing by Waste Management, Inc. (WM) primarily announces the permanent appointment of Ms. Devina A. Rankin as Senior Vice President, Chief Financial Officer, and Treasurer, effective February 27, 2017. Ms. Rankin, previously Acting CFO and Vice President, Treasurer, has a strong background within the company and external financial experience. Her compensation package includes an increased base salary and enhanced annual cash incentive target, along with stock options and performance share units. The filing also details equity awards granted to other key named executive officers, including the CEO, President, and Senior Vice Presidents of Operations. These awards consist of performance share units tied to adjusted free cash flow and total shareholder return relative to the S&P 500, with a performance period ending December 31, 2019. Stock options were also granted with a three-year vesting schedule. These executive compensation adjustments and awards are designed to align leadership incentives with company performance and shareholder value.

Key Highlights

  • 1Devina A. Rankin has been permanently appointed as Senior Vice President, Chief Financial Officer, and Treasurer, effective February 27, 2017.
  • 2Ms. Rankin's compensation was adjusted with an increased base salary to $500,000 and an enhanced target annual cash incentive (90% of base salary).
  • 3Ms. Rankin received performance share units and stock options under the Company’s 2014 Stock Incentive Plan.
  • 4Key executive officers, including the CEO and SVPs of Operations, also received performance share units and stock options.
  • 5Performance Share Units (PSUs) are contingent on achieving adjusted free cash flow (50%) and total shareholder return relative to the S&P 500 (50%) by December 31, 2019.
  • 6Stock options granted to executives have a three-year vesting schedule and a 10-year term, with an exercise price of $73.335.
  • 7The filing outlines specific provisions for PSU and stock option payouts and forfeitures under various termination scenarios and change-in-control events.

Frequently Asked Questions

Ms. Devina A. Rankin has been appointed as the new Senior Vice President, Chief Financial Officer, and Treasurer, effective February 27, 2017.

Ms. Rankin's annual base salary was increased to $500,000, and her target annual cash incentive was increased to 90% of her base salary. She also received performance share units and stock options.

The performance share units are tied to two metrics: 50% are based on adjusted free cash flow performance, and 50% are based on total shareholder return relative to the S&P 500. The performance period concludes on December 31, 2019.

The stock options have a three-year vesting schedule (25% on the first anniversary, 25% on the second, and 50% on the third) and a 10-year term. The exercise price is $73.335, which is the fair market value on the date of grant.