Waste Management, Inc. filed a Form 8-K on February 28, 2025, announcing the grant of annual incentive awards to its named executive officers on February 25, 2025. The awards, approved by the Management Development and Compensation Committee, include performance share units (PSUs), stock options, and annual cash incentives.
The PSUs are split equally between a cash flow generation performance measure and a total shareholder return measure relative to the S&P 500. The number of PSUs granted ranges from 43,636 for the CEO to 7,636 for other executives, with potential payouts between zero and 200% of the target amount, plus accrued dividend equivalents. The awards vest based on performance results as of December 31, 2027, and may be adjusted in cases of retirement, termination, or change in control.
Stock options were granted with an exercise price of $231.195 per share, vesting in three installments over three years. The number of stock options granted ranges from 50,580 for the CEO to 8,851 for other executives. The options have a 10-year term and remain exercisable under certain termination conditions.
Annual cash incentives were also awarded, based on operating EBITDA, income from operations margin, and internal revenue growth. Payouts can range from zero to 200% of the targeted amount and may be adjusted by up to 10% based on a sustainability scorecard. The committee also has discretion to adjust payouts by 25% based on individual performance.
The filing includes the award agreements as exhibits.