Waste Management 2015 Annual Report Download - page 18

Equity Compensation
Non-employee directors receive an annual grant of shares of Common Stock under the Company’s Stock
Incentive Plan. The shares are fully vested at the time of grant; however, non-employee directors are subject to
ownership guidelines discussed below. The grant of shares is generally made in two equal installments, and the
number of shares issued is based on the market value of our Common Stock on the dates of grant, which
historically have been January 15 and July 15 of each year. The current value of the annual stock award granted
to non-employee directors is $140,000. Accordingly, each non-employee director received a grant of Common
Stock valued at $70,000 on January 15, 2015 and July 15, 2015 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 2015, 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 annual
cash retainer is generally paid in advance in two equal installments in January and July of each year. The table
below sets forth the cash retainers for 2015:
Annual Retainer $110,000
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 2015.)
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
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. 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. Each of Messrs. Anderson, Clark, Gross, Pope, Reum and Weidemeyer have reached their ownership
guideline. Our three newest directors, Ms. Mazzarella, Mr. Gluski and Ms. Holt, are making appropriate progress
toward 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.”
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