Waste Management 2014 Annual Report Download - page 50

Nonqualified Deferred Compensation in 2014
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 328,589 149,489 521,208 — 5,574,609
James E. Trevathan, Jr 29,008 21,756 40,803 — 3,023,923
James C. Fish, Jr. 34,703 19,520 21,407 — 342,285
Jeff M. Harris 86,998 19,575 8,891 965,681 355,137
John J. Morris, Jr. 91,994 34,630 34,512 — 535,925
Mark A. Weidman 109,410 13,463 86,352 — 1,827,959
David A. Aardsma 47,466 26,440 83,699 — 988,765
(1) Contributions are under the Company’s Deferral Plan as described in “Compensation Discussion and Analysis — Overview of Elements
of Our 2014 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 2012-2014: Mr. Steiner — $1,128,259; Mr. Trevathan — $50,764; Mr. Fish — $123,229; Mr. Harris —
$361,205; Mr. Morris — $220,157; Mr. Weidman — $293,576; and Mr. Aardsma — $180,539.
(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 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 to 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. Employment agreements also aid in retention of senior leadership by providing 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
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