Waste Management 2014 Annual Report Download - page 26

E XECUTIVE C OMPENSATION
C OMPENSATION D ISCUSSION AND A NALYSIS
Introduction
The Company’s Compensation Discussion and Analysis provides information about the Company’s
executive compensation philosophy and the components of its compensation programs. This includes
information about how compensation of the Company’s named executive officers for the fiscal year ended
December 31, 2014 fulfilled the compensation philosophy’s goals and was aligned with the Company’s 2014
financial goals and performance. The Compensation Discussion and Analysis helps readers better understand the
information found in the Summary Compensation Table and other accompanying tables located in this Proxy
Statement.
This Compensation Discussion and Analysis focuses on our executive pay program as it relates to the
following executive officers, whom we refer to as the “named executive officers” or “named executives”:
• Mr. David Steiner – Chief Executive Officer since 2004 and President since June 2010.
• Mr. James Trevathan – Executive Vice President and Chief Operating Officer since July 2012.
• Mr. James Fish – Executive Vice President and Chief Financial Officer since August 2012.
• Mr. Jeff Harris – Senior Vice President – Operations since July 2012.
• Mr. John Morris – Senior Vice President – Operations since July 2012.
• Mr. David Aardsma – previously Senior Vice President and Chief Sales and Marketing Officer; in
connection with our consolidation and realignment of Corporate functions announced in August 2014,
Mr. Aardsma accepted a voluntary separation arrangement.
• Mr. Mark Weidman – previously President of our subsidiary Wheelabrator Technologies Inc.
(“Wheelebrator”); Mr. Weidman’s employment with the Company terminated in December 2014 when
we completed the sale of our Wheelabrator business, which provides waste-to-energy services and
manages waste-to-energy facilities and independent power production plants.
Executive Summary
The objective of our executive compensation program is to attract, retain, reward and incentivize
exceptional, talented employees who will lead the Company in the successful execution of its strategy. The
Company seeks to accomplish this goal by designing a compensation program that is supportive of and aligns
with the strategy of the Company and the creation of stockholder value, while discouraging excessive risk-taking.
The following key structural elements and policies further the objective of our executive compensation program:
• a substantial portion of executive compensation is linked to Company performance, through annual cash
incentive performance criteria and long-term equity-based incentive awards. As a result, our executive
compensation program provides for a significant difference in total compensation in periods of above-
target Company performance as compared to periods of below-target Company performance. In 2014, our
performance-based annual cash incentive and long-term equity-based incentive awards comprised
approximately 87% of total target compensation for our President and Chief Executive Officer and
approximately 76% of total target compensation for our other currently-serving named executives;
• at target, approximately 56% of total compensation of our currently-serving named executives (and 69%
in the case of our President and Chief Executive Officer) results from long-term equity awards, which
aligns executives’ interests with those of stockholders;
• our total direct compensation opportunities for named executive officers are targeted to fall in a range
around the competitive median;
22