Why did Waste Management grant a retention award to Ms. Tara J. Hemmer?

Waste Management granted this one-time retention award of restricted stock units (RSUs) to Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer, to incentivize her continued service and commitment to the company, particularly given her critical role in sustainability initiatives.

What is the value of the retention award and how will it be determined?

The retention award has a value of $2,100,000. The exact number of RSUs to be granted will be calculated on September 2, 2025, by dividing this value by the average of the high and low price of Waste Management's common stock over the 30 trading days preceding the grant date.

When will Ms. Hemmer receive the shares from the RSU award?

The RSUs will vest over a two-year period. 50% of the RSUs will vest on the second anniversary of the grant date, and the remaining 50% will vest on the third anniversary of the grant date. Each vested RSU will be converted into one share of Waste Management common stock.

What happens to the RSUs if Ms. Hemmer's employment is terminated?

The vesting of RSUs is subject to specific conditions upon termination. In case of death or disability, all unvested RSUs will vest. For retirement (after age 55), remaining RSUs vest according to the award agreement. Involuntary termination without cause results in prorated vesting. Resignation or termination for cause leads to forfeiture of all unvested RSUs. In the event of a Change in Control, unvested RSUs will vest and be issued.

WM 8-K: Leadership Changes

Summary

Waste Management, Inc. (WM) filed an 8-K report on August 26, 2025, detailing a significant executive compensation event. The Management Development and Compensation Committee approved a one-time retention award of restricted stock units (RSUs) valued at $2,100,000 for Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer. This award is intended to incentivize Ms. Hemmer's continued service and commitment to the company, particularly in her role overseeing sustainability initiatives. The RSUs will be granted on September 2, 2025, with their value tied to the company's stock price. The vesting schedule is set for 50% on the second anniversary and 50% on the third anniversary of the grant date. The filing also outlines specific conditions for vesting in the event of termination of employment, including provisions for death, disability, retirement, and involuntary termination without cause, aiming to protect the company's investment in key talent while providing Ms. Hemmer with security under certain circumstances.

Key Highlights

1One-time retention award of $2,100,000 in Restricted Stock Units (RSUs) approved for SVP and Chief Sustainability Officer, Ms. Tara J. Hemmer.
2The RSU award is granted under the Company's 2023 Stock Incentive Plan.
3RSUs will be granted on September 2, 2025, with the number of units determined by the stock's average high/low price over the preceding 30 trading days.
4Vesting schedule for RSUs: 50% vests on the second anniversary of the grant, and the remaining 50% vests on the third anniversary.
5Provisions for accelerated vesting in cases of death or disability.
6Specific conditions for vesting upon retirement, which Ms. Hemmer is not eligible for until October 2027.
7Terms also cover involuntary termination without cause, voluntary resignation, and termination for cause, with implications for forfeiture or prorated vesting.

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Aug 27, 2025)

Summary

Key Highlights

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