Waste Management 2013 Annual Report Download - page 46

approximately six times base salary. The stock ownership guidelines vary depending on the individual’s title and
are expressed as a fixed number of shares. Shares owned outright, deferred stock units, stock equivalents based
on holdings in the Company’s 401(k) Plan and phantom stock held in the Deferral Plan count toward meeting the
targeted ownership requirements. Restricted stock shares, RSUs and PSUs, if any, do not count toward meeting
the requirement until they are vested or earned. The following table outlines the ownership requirements and
attainment of those requirements for the named executive officers.
Named Executive Officer
Ownership
Requirement
(number of shares)
Attainment as of
March 17, 2014
Mr. Steiner* .......................................... 225,500 168%
Mr. Trevathan ......................................... 87,350 213%
Mr. Fish ............................................. 48,000 26%
Mr. Harris ............................................ 48,000 102%
Mr. Morris ........................................... 48,000 9%
* The table above does not include 343,294 shares held in the name of Steiner Family Holdings, LLC that are
pledged as security for a loan. Since such pledge was made, the Company has adopted a policy prohibiting
future pledges of Company securities by executive officers without board-level approval and requiring that
such pledged shares are not required to meet the executive’s ownership requirement under the ownership
guidelines.
The MD&C Committee also establishes ownership guidelines for the independent directors and performs
regular reviews to ensure all independent directors are in compliance. As discussed in more detail under
“Director and Officer Stock Ownership,” all independent directors are in compliance with the ownership
guidelines.
Policy Limiting Severance Benefits — The MD&C Committee has approved an Executive Officer Severance
Policy that generally provides that the Company may not enter into new severance arrangements with its
executive officers, as defined in the federal securities laws, that provide for benefits, less the value of vested
equity awards and benefits provided to employees generally, in an amount that exceeds 2.99 times the executive
officer’s then current base salary and target annual cash incentive, unless such future severance arrangement
receives stockholder approval. The policy applies to all of our named executive officers.
Policy Limiting Death Benefits and Gross-up Payments — The Company has adopted a “Policy Limiting
Certain Compensation Practices,” which generally provides that the Company will not enter into new
compensation arrangements that would obligate the Company to pay a death benefit or gross-up payment to an
executive officer unless such arrangement receives stockholder approval. The policy is subject to certain
exceptions, including benefits generally available to management-level employees and any payment in
reasonable settlement of a legal claim. Additionally, “Death Benefits” under the policy does not include deferred
compensation, retirement benefits or accelerated vesting or continuation of equity-based awards pursuant to
generally-applicable equity award plan provisions.
Insider Trading — The Company maintains an insider trading policy that prohibits executive officers from
engaging in most transactions involving the Company’s Common Stock during periods, determined by the
Company, that those executives are most likely to be aware of material, non-public information. Executive
officers must clear all of their transactions in our Common Stock with the Company’s General Counsel’s office
to protect against transactions in our securities during a time when executives have material, non-public
information. Additionally, it is our policy that executive officers are not permitted to hedge their ownership of
Company securities, including trading in options, warrants, puts and calls or similar derivative instruments on
any security of the Company or selling any security of the Company “short.” Further, as noted above, the
Company has adopted a policy prohibiting future pledges of Company securities by executive officers without
board-level approval and requiring that such pledged shares are not required to meet the executive’s ownership
requirement under the ownership guidelines.
37