Waste Management 2013 Annual Report Download - page 52

Nonqualified Deferred Compensation in 2013
Name
Executive
Contributions
in Last Fiscal
Year ($)(1)
Registrant
Contributions
in Last
Fiscal Year
($)(2)
Aggregate
Earnings
in Last
Fiscal
Year ($)(3)
Aggregate
Withdrawals/
Distributions ($)(4)
Aggregate Balance
at Last Fiscal
Year End ($)(1)
David P. Steiner 229,923 40,258 890,623 — 4,575,324
James E. Trevathan, Jr — — 46,581 — 2,932,356
James C. Fish, Jr. — — 43,882 — 266,655
Jeff M. Harris 109,359 21,452 55,106 253,077 1,205,355
John J. Morris, Jr. 36,681 9,073 85,413 — 374,790
(1) Contributions are under the Company’s Deferral Plan as described in “Compensation Discussion and Analysis — Overview of Elements
of Our 2013 Compensation Program — Deferral Plan.” In this Proxy Statement as well as in previous years, we include executive
contributions to the Deferral Plan in the Base Salary column of the Summary Compensation Table. Aggregate Balance at Last Fiscal
Year End includes the following aggregate amounts that were included in the named executives’ compensation in the Summary
Compensation Table in 2011-2013: Mr. Steiner — $1,061,498; Mr. Fish — $118,281; Mr. Harris — $390,913; and Mr. Morris —
$127,050.
(2) Company contributions to the executives’ Deferral Plan accounts are included in All Other Compensation, but not Base Salary, in the
Summary Compensation Table.
(3) Earnings on these accounts are not included in any other amounts in the tables included in this Proxy Statement, as the amounts of the
named executives’ earnings represent the general market gains (or losses) on investments, rather than amounts or rates set by the
Company for the benefit of the named executives.
(4) In prior years, including 2013, participants could elect to receive distribution of deferred compensation (i) in a lump sum on a future date
on or after termination of employment or retirement or (ii) in annual installments over up to ten years, to begin after any future date or
age specified by the employee. The plan was amended and restated effective January 1, 2014, and participating employees can now
generally elect to receive distributions commencing six months after the employee leaves the Company in the form of annual installments
or a lump sum payment. Special circumstances may allow for a modified or accelerated distribution, such as the employee’s death, an
unforeseen emergency, or upon termination of the plan. In the event of death, distribution will be made to the designated beneficiary in a
single lump sum in the following calendar year. In the event of an unforeseen emergency, the plan administrator may allow an early
payment in the amount necessary to satisfy the emergency. All participants are immediately 100% vested in all of their contributions,
Company matching contributions, and gains and/or losses related to their investment choices.
Potential Payments Upon Termination or Change-in-Control
The payments our named executives receive upon termination or change-in-control are based on provisions
included in employment agreements and individual equity award agreements. We enter into employment
agreements with our named executive officers because they encourage continuity of our leadership team, which is
particularly valuable as leadership manages the Company through the change needed to successfully implement our
business strategy. Employment agreements also provide a form of protection for the Company through restrictive
covenant provisions; each of the agreements contains post-termination restrictive covenants, including a covenant
not to compete, non-solicitation covenants, and a non-disparagement covenant, each of which lasts for two years
after termination. They also provide the individual with comfort that he will be treated fairly in the event of a
termination not for cause or under a change-in-control situation. The change-in-control provision included in each
named executive officer’s agreement requires a double trigger in order to receive any payment in the event of a
change-in-control situation. First, a change-in-control must occur, and second, the individual must terminate his
employment for good reason or the Company must terminate his employment without cause within six months prior
to or two years following the change-in-control event. We believe providing change-in-control protection
encourages our named executives to pursue and facilitate change-in-control transactions that are in the best interests
of stockholders while not granting executives an undeserved windfall.
Employment agreements entered into with named executive officers after February 2004 (which includes all
named executives except Mr. Steiner) contain (a) a requirement that the individual execute a general release prior
to receiving post-termination benefits and (b) a clawback feature that allows for the suspension and refund of
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