Waste Management 2014 Annual Report Download - page 17

of Common Stock valued at $70,000 on July 15, 2014 under the 2014 Stock Incentive Plan. Mr. Reum received
an additional grant of Common Stock valued at $100,000 for his service as Non-Executive Chairman of the
Board in 2014, which was also made in two equal installments on January 15 and July 15.
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. In February 2014,
based on an analysis provided by an independent third-party consultant, the MD&C Committee recommended,
and the Board of Directors approved, an increase in the annual cash retainer from $105,000 to $110,000,
effective with the payments made in July 2014. The payments of the retainers are not subject to refund. The table
below sets forth the cash retainers for 2014:
Annual Retainer $107,500
Annual Chair Retainers $100,000 for Non-Executive Chairman
$25,000 for Audit Committee Chair
$20,000 for MD&C Committee Chair
$15,000 for Nominating and Governance Committee Chair
Other Annual Retainers $10,000 for Special Committee (Paid only in years when convened; the Special
Committee was not convened in 2014.)
Stock Ownership Guidelines for Non-Employee Directors
Our non-employee directors are subject to ownership guidelines that establish a minimum ownership level
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
MD&C Committee updated the guidelines in May 2014 to account for the Company’s more recent sustained
stock price. The updated guidelines require each director to hold Common Stock or share-based instruments
valued at approximately five times the annual cash retainer for non-employee directors based on a $40 stock
price. As a result, non-employee directors currently are required to hold 13,500 shares. All of our directors, with
the exception of Ms. Holt and Mr. Gluski, have reached their ownership guideline. There is no deadline set for
non-employee directors to reach their ownership guideline; however, the MD&C Committee performs regular
reviews to confirm all non-employee directors are in compliance or are showing sustained progress toward
achievement of their ownership guideline. Additionally, our insider trading policy provides that directors are not
permitted to hedge their ownership of Company securities, including trading in options, warrants, puts and calls
or similar derivative instruments on any security of the Company or selling any security of the Company “short.”
Director Compensation Table
The table below shows the aggregate cash paid, and stock awards issued, to the non-employee directors in
2014 in accordance with the descriptions set forth above:
Name
Fees Earned
or Paid in
Cash ($)
Stock
Awards
($)(1) Total ($)
Bradbury H. Anderson .................................. 107,500 135,000 242,500
Frank M. Clark, Jr. ..................................... 127,500 135,000 262,500
Patrick W. Gross ...................................... 132,500 135,000 267,500
Victoria M. Holt ....................................... 107,500 135,000 242,500
John C. Pope .......................................... 107,500 135,000 242,500
W. Robert Reum ....................................... 207,500 235,000 442,500
Thomas H. Weidemeyer ................................. 122,500 135,000 257,500
(1) Amounts in this column represent the grant date fair value of stock awards granted in 2014, in accordance with
Financial Accounting Standards Board Accounting Standards Codification Topic 718. The grant date fair value of
the awards is equal to the number of shares issued multiplied by the average of the high and low market price of
our Common Stock on each date of grant; there are no assumptions used in the valuation of shares.
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