Waste Management Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:34
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Annual incentive awards were granted on March 3, 2026, to the Chief Executive Officer, Chief Financial Officer and each of the other currently-serving named executive officers of Waste Management, Inc. (the "Company") identified in the Company's most recent proxy statement (collectively, the "Executives"), pursuant to action by the Management Development and Compensation Committee (the "Committee") of the Board of Directors of the Company.
Each of the Executives, which includes James C. Fish, Jr., Chief Executive Officer; John J. Morris, Jr., President and Chief Operating Officer; David L. Reed, Executive Vice President and Chief Financial Officer; Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer; and Mr. Rafael E. Carrasco, Senior Vice President - Enterprise Strategy and President, WM Healthcare Solutions, received performance share units ("PSUs") and stock options under the Company's 2023 Stock Incentive Plan. The number of PSUs granted to each of the Executives is as follows: Mr. Fish - 49,350; Mr. Morris - 16,450; Mr. Reed - 9,350; Ms. Hemmer - 7,272 and Mr. Carrasco - 7,272. The material terms of the PSUs are described below.
| PSUs | ||
| Performance Calculation Date ("PCD") | As of December 31, 2028; award (if any) paid out after certification by the Committee of actual level of achievement ("payment date"). | |
| Performance Measure | 50% of the PSUs will have a cash flow generation performance measure, and 50% of the PSUs will have a total shareholder return relative to the S&P 500 performance measure, in each case as set forth in the award agreement filed as Exhibit 10.1. | |
| Range of Possible Awards | 0 - 200% of targeted amount, plus accrued dividend equivalents, based on actual results achieved. | |
| Termination of Employment | ||
| Death or Disability before PCD |
Payable in full on payment date based on actual results as if participant had remained an active employee through PCD. |
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Involuntary Termination for Cause or |
Immediate forfeiture. | |
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Involuntary Termination other than for Cause before PCD |
Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment. |
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Retirement (as defined in the award agreement) before PCD |
If Retirement occurs on or after December 31, 2026, payable in full on payment date based on actual results as if participant had remained an active employee through PCD. If Retirement occurs before December 31, 2026, payable on payment date based on actual results, prorated based on the number of days worked during 2026 (the first year of the performance period) divided by 365. | |
| Change in Control before PCD |
Performance measured prior to the change in control and paid on a prorated basis based on actual results achieved up to such date. |
Waste Management Inc. published this content on March 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 06, 2026 at 21:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]