Waste Management 2013 Annual Report Download - page 36

Our Named Executive Officers
Our named executive officers for 2013 are:
• Mr. David Steiner – has served Waste Management as Chief Executive Officer since 2004 and President
since June 2010.
• Mr. James Trevathan – was promoted to the position of Executive Vice President and Chief Operating
Officer in July 2012.
• Mr. James Fish – was promoted to the position of Executive Vice President and Chief Financial Officer in
August 2012.
• Mr. Jeff Harris – was promoted to the position of Senior Vice President – Field Operations in July 2012.
• Mr. John Morris – was promoted to the position of Senior Vice President – Field Operations in July 2012.
How Named Executive Officer Compensation Decisions are Made
The MD&C Committee meets several times each year to perform its responsibilities as delegated by the Board
of Directors and as set forth in the MD&C Committee’s charter. These responsibilities include evaluating and
approving the Company’s compensation philosophy, policies, plans and programs for our named executive officers.
In the performance of its duties, the MD&C Committee regularly reviews the total compensation, including
the base salary, target annual cash incentive award opportunities, long-term incentive award opportunities and
other benefits, including potential severance payments for each of our named executive officers. At a regularly
scheduled meeting each year, the MD&C Committee reviews our named executives’ total compensation and
compares that compensation to the competitive market, as discussed below. In the first quarter of each year, the
MD&C Committee meets to determine salary increases, if any, for the named executive officers; verifies the
results of the Company’s performance for annual cash incentive and performance share unit calculations; reviews
the individual annual cash incentive targets for the current year as a percent of base salary for each of the named
executive officers; and makes decisions on granting long-term equity awards.
Compensation Consultant. The MD&C Committee uses several resources in its analysis of the appropriate
compensation for the named executive officers. The MD&C Committee selects and employs an independent
consultant to provide advice relating to market and general compensation trends. The MD&C Committee also
uses the services of its independent consultant for data gathering and analyses. The MD&C Committee has
retained Frederic W. Cook & Co., Inc. as its independent consultant since 2002. The Company makes regular
payments to Frederic W. Cook for its services around executive compensation, including meeting preparation
and attendance, advice, and best practice information, as well as competitive data. Information about such
payments is submitted to the chair of the MD&C Committee.
In addition to services related to executive compensation, Frederic W. Cook also provides the MD&C
Committee information and advice considered when recommending compensation of the independent directors.
Frederic W. Cook has no other business relationships with the Company and receives no other payments from the
Company. The MD&C Committee adopted a written policy to ensure the independence of any compensation
consultants it uses for executive compensation matters. The MD&C Committee has considered the independence
of Frederic W. Cook in light of SEC rules and New York Stock Exchange listing standards. In connection with
this process, the MD&C Committee has reviewed, among other items, a letter from Frederic W. Cook addressing
the independence of Frederic W. Cook and the members of the consulting team serving the MD&C Committee,
including the following factors: (i) other services provided to us by Frederic W. Cook, (ii) fees paid by us as a
percentage of Frederic W. Cook’s total revenue, (iii) policies or procedures of Frederic W. Cook that are
designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of
the consulting team with a member of the MD&C Committee, (v) any Company stock owned by the senior
advisor or any member of his immediate family, and (vi) any business or personal relationships between our
executive officers and the senior advisor. The MD&C Committee discussed these considerations and concluded
that the work performed by Frederic W. Cook and its senior advisor involved in the engagement did not raise any
conflict of interest.
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