Waste Management 2013 Annual Report Download - page 21

Special Committee
The Board of Directors appointed a Special Committee in November 2006 to make determinations
regarding the Company’s obligation to provide indemnification when and as may be necessary. The Special
Committee consists of Mr. Gross and Mr. Weidemeyer. The Special Committee held no meetings in 2013.
Board of Directors Governing Documents
Stockholders may obtain copies of our Corporate Governance Guidelines, the charters of the Audit
Committee, the MD&C Committee, and the Nominating and Governance Committee, and our Code of Conduct
free of charge by contacting the Corporate Secretary, c/o Waste Management, Inc., 1001 Fannin Street, Suite
4000, Houston, Texas 77002 or by accessing the “Corporate Governance” section of the “Investor Relations”
page on our website at http://www.wm.com.
Non-Employee Director Compensation
Our non-employee director compensation program consists of equity awards and cash consideration. Prior
to January 1, 2014, compensation for directors was recommended annually by the Nominating and Governance
Committee, with the assistance of an independent third-party consultant, and set by action of the Board of
Directors. As of January 1, 2014, non-employee director compensation is recommended by the MD&C
Committee. The Board’s goal in designing directors’ compensation is to provide a competitive package that will
enable the Company to attract and retain highly skilled individuals with relevant experience. The compensation
also is designed to reward the time and talent required to serve on the board of a company of our size and
complexity. The Board seeks to provide sufficient flexibility in the form of compensation delivered to meet the
needs of different individuals while ensuring that a substantial portion of directors’ compensation is linked to the
long-term success of the Company.
Equity Compensation
Non-employee directors receive an annual grant of shares of Common Stock under the Company’s 2009
Stock Incentive Plan. The shares are fully vested at the time of grant; however, non-employee directors are
subject to ownership guidelines that establish a minimum ownership standard and require that all net shares
received in connection with a stock award, after selling shares to pay all applicable taxes, be held during their
tenure as a director and for one year following termination of Board service. The grant of shares is generally
made in two equal installments, and the number of shares issued is based on the market value of our Common
Stock on the dates of grant, which historically have been January 15 and July 15 of each year. Due to tax
planning considerations, in December 2012, the Nominating and Governance Committee recommended, and the
Board approved, accelerated issuance of the non-employee directors’ annual stock award for 2013. As a result,
on December 15, 2012, each non-employee director (with the exception of Ms. Holt, who was not yet a director)
received a stock award valued at $130,000 on account of 2013 Board service. At the same time, Mr. Reum
received an additional stock award valued at $100,000 for his service as Non-Executive Chairman of the Board
in 2013. As a result, no equity compensation was delivered to the non-employee directors in 2013, with the
exception of Ms. Holt, who received a stock award in the prorated amount of $54,174 when she joined the Board
on January 28, 2013 and a stock award of $65,000 on July 15, 2013.
Cash Compensation
All non-employee directors receive an annual cash retainer for Board service and additional cash retainers
for serving as a committee chair. Directors do not receive meeting fees in addition to the retainers. The cash
retainers are generally payable in two equal installments in January and July of each year. However, due to tax
planning considerations, in December 2012, the Nominating and Governance Committee recommended, and the
Board approved, accelerated payment of the annual cash retainers for 2013 Board service in December 2012. As
a result, no cash compensation was delivered to the non-employee directors in 2013, with the exception of
Ms. Holt, who received a prorated amount of $43,750 when she joined the Board in January 2013, and $52,500 in
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