Waste Management 2015 Annual Report Download - page 50

incentive compensation is included in the Base Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of
the Summary Compensation Table. In the case of Mr. Steiner, contributions in the last fiscal year include deferral of 133,836 shares of
Common Stock earned on account of performance share units with the performance period ended December 31, 2014 that were paid out
in February 2015. The value of such deferred shares was included in the Option Exercises and Stock Vested table for 2014, and the grant
date fair value of the underlying performance share unit award was included in the Stock Awards column of the Summary Compensation
Table for 2012.
(2) Company contributions to the executives’ 409A Deferral Plan accounts are included in the All Other Compensation column 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 on deferred cash compensation 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. In case of Messrs. Steiner, Trevathan and Fish, who have
deferred receipt of 290,239 shares, 2,709 shares and 969 shares, respectively, earnings also includes the change in the closing price per
share of the Company’s Common Stock from December 31, 2014 to December 31 2015, plus $1.54 of dividends paid per share of
Common Stock in 2015, multiplied by the number of shares deferred.
(4) Amounts in the table above consist of dividend equivalents paid out on deferred shares. Dividend equivalents are paid out at the same
time and at the same rate as dividends on the Company’s Common Stock.
Participating employees can 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.
(5) Amounts shown in this column include the following amounts that were reported as compensation to the named executive in the
Summary Compensation Table for 2013-2015: Mr. Steiner — $1,265,615; Mr. Trevathan — $190,080; Mr. Fish — $142,011;
Mr. Harris — $411,818; and Mr. Morris — $295,918. In prior year proxy statements, the table above inadvertently omitted the following
number of shares of Common Stock earned on account of vested RSUs and PSUs: 156,403 shares that were deferred by Mr. Steiner
between 2004 and 2014; 2,709 shares that were deferred by Mr. Trevathan in 2006; and 969 shares that were deferred by Mr. Fish in
2014. The value of all such deferred shares was included in the Option Exercises and Stock Vested table for the year of vesting (or
equivalent disclosure in the case of Mr. Steiner’s 2004 deferral) and is now included in the table above, based on the closing price of a
share of Common Stock on December 31, 2015.
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 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
to receiving post-termination benefits and (b) a clawback feature that allows for the suspension and refund of
termination benefits for subsequently discovered cause. The clawback feature in the agreements generally allows
the Company to cancel any remaining payments due and obligates the named executive to refund to the Company
severance payments already made if, within one year of termination of employment of the named executive by
the Company for any reason other than for cause, the Company determines that the named executive could have
been terminated for cause.
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