Waste Management 2015 Annual Report Download - page 43

requirements, the MD&C Committee monitors ownership levels to confirm that executives are making sustained
progress toward achievement of their ownership guidelines.
Additionally, our stock ownership guidelines contains holding requirements. Executives with a title of
Senior Vice President or higher, which includes all of our named executives, must hold 100% of all net shares
acquired through the Company’s long-term incentive plans for at least one year, and those individuals must
continue to hold 100% of all such net shares until the individual’s ownership guideline requirement is achieved.
Designated Vice Presidents must hold 50% of all net shares acquired through the Company’s long-term incentive
plans for at least one year, and those individuals must continue to hold 50% of all such net shares until the
individual’s ownership guideline requirement is achieved. Once achieved, the requisite stock ownership level
must continue to be retained throughout the executive’s employment with the Company. Our MD&C Committee
believes these holding periods discourage executives from taking actions in an effort to gain from short-term or
otherwise fleeting increases in the market value of our stock.
The MD&C Committee regularly reviews its ownership guidelines to ensure that the appropriate share
ownership requirements are in place. Guidelines are expressed as a fixed number of shares and were last revised
in May 2014 to account for the Company’s recent sustained Common Stock market value. The ownership
requirement of our Chief Executive Officer and President is approximately 5.6 times base salary, using his 2015
base salary and a $40 per share stock price. Using the closing price of the Company’s Common Stock on
March 15, 2016, the ownership requirement of our Chief Executive Officer and President is approximately eight
and a half times his 2015 base salary. Shares owned outright, vested RSUs and PSUs that have been deferred,
stock equivalents based on holdings in the Company’s 401(k) Retirement Savings Plan and phantom stock held
in the Company’s 409A Deferral Plan count toward meeting the targeted ownership requirements. PSUs, RSUs
and restricted stock, if any, do not count toward meeting the requirement until they are vested or earned.
The following table outlines the ownership requirements and attainment of those requirements for the
named executive officers.
Named Executive Officer
Ownership
Requirement
(number of shares) Attainment as of March 15, 2016
Mr. Steiner1.......................................... 179,500 431%
Mr. Trevathan ........................................ 47,500 626%
Mr. Fish ............................................. 42,500 260%
Mr. Harris ............................................ 23,000 384%
Mr. Morris ........................................... 23,000 203%
(1) The table above does not include 343,294 shares held in the name of Steiner Family Holdings, LLC that are
pledged as security for a loan. Since such pledge was made, the Company has adopted a policy prohibiting
future pledges of Company securities by executive officers without board-level approval and requiring that
such pledged shares are not required to meet the executive’s ownership requirement under the ownership
guidelines.
As discussed under “Director and Officer Stock Ownership,” the MD&C Committee also establishes
ownership guidelines for the independent directors and performs regular reviews to ensure all independent
directors are in compliance or are showing sustained progress toward achievement of their ownership guideline.
Policy Limiting Severance Benefits — The MD&C Committee has approved an Executive Officer Severance
Policy that generally provides that the Company may not enter into new severance arrangements with its
executive officers, as defined in the federal securities laws, that provide for benefits, less the value of vested
equity awards and benefits provided to employees generally, in an amount that exceeds 2.99 times the executive
officer’s then current base salary and target annual cash incentive, unless such future severance arrangement
receives stockholder approval.
Policy Limiting Death Benefits and Gross-up Payments — The Company has adopted a “Policy Limiting
Certain Compensation Practices,” which generally provides that the Company will not enter into new
compensation arrangements that would obligate the Company to pay a death benefit or gross-up payment to an
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