Waste Management 2014 Annual Report Download - page 47

(1) Actual payouts of cash incentive awards for 2014 performance are shown in the Summary Compensation Table under “Non-Equity
Incentive Plan Compensation.” The named executives’ annual cash incentives are a percentage of base salary approved by the MD&C
Committee. The threshold levels represent the bonus amounts that would have been payable if the minimum performance requirements
were met for each performance measure. In the case of Mr. Weidman, the table also includes a $1 million cash incentive paid in
connection with the accomplishment of certain divestiture terms. Please see “Compensation Discussion and Analysis — Named
Executive’s 2014 Compensation Program and Results — Annual Cash Incentive” and “Compensation Discussion and Analysis — How
Named Executive Officer Compensation Decisions are Made — Departure of Mr. Weidman” for additional information about these
awards, including performance criteria.
(2) Represents the number of shares of Common Stock potentially issuable based on the achievement of performance criteria under
performance share unit awards granted under our 2009 Stock Incentive Plan. Please see “Compensation Discussion and Analysis —
Named Executive’s 2014 Compensation Program and Results — Long-Term Equity Incentives — Performance Share Units” for
additional information about these awards, including performance criteria. The performance period for these awards ends December 31,
2016. Performance share units earn dividend equivalents, which are paid out based on the number of shares actually earned, if any, at the
end of the performance period.
(3) Although we consider all of our equity awards to be a form of incentive compensation because their value will increase as the market
value of our Common Stock increases, only awards with performance criteria are considered “equity incentive plan awards” for SEC
disclosure purposes. As a result, option awards are not included as “Equity Incentive Plan Awards” in the table above or the Outstanding
Equity Awards at December 31, 2014 table.
(4) Represents the number of shares of Common Stock potentially issuable upon the exercise of options granted under our 2009 Stock
Incentive Plan. Please see “Compensation Discussion and Analysis — Named Executive’s 2014 Compensation Program and Results —
Long-Term Equity Incentives — Stock Options” for additional information about these awards. The stock options will vest in 25%
increments on the first two anniversaries of the date of grant and the remaining 50% will vest on the third anniversary.
(5) The exercise price represents the average of the high and low market price on the date of the grant, in accordance with our 2009 Stock
Incentive Plan.
(6) These amounts represent grant date fair value of the awards as calculated under ASC Topic 718, as further described in Note 16 in the
Notes to the Consolidated Financial Statements in our 2014 Annual Report on Form 10-K.
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