Waste Management Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Annual incentive awards were granted on March 3, 2026, to the Chief Executive Officer, Chief Financial Officer and each of the other currently-serving named executive officers of Waste Management, Inc. (the “Company”) identified in the Company’s most recent proxy statement (collectively, the “Executives”), pursuant to action by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of the Company.
Each of the Executives, which includes James C. Fish, Jr., Chief Executive Officer; John J. Morris, Jr., President and Chief Operating Officer; David L. Reed, Executive Vice President and Chief Financial Officer; Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer; and Mr. Rafael E. Carrasco, Senior Vice President – Enterprise Strategy and President, WM Healthcare Solutions, received performance share units (“PSUs”) and stock options under the Company’s 2023 Stock Incentive Plan. The number of PSUs granted to each of the Executives is as follows: Mr. Fish – 49,350; Mr. Morris – 16,450; Mr. Reed – 9,350; Ms. Hemmer – 7,272 and Mr. Carrasco – 7,272. The material terms of the PSUs are described below.
| PSUs | ||
| Performance Calculation Date (“PCD”) | As of December 31, 2028; award (if any) paid out after certification by the Committee of actual level of achievement (“payment date”). | |
| Performance Measure | 50% of the PSUs will have a cash flow generation performance measure, and 50% of the PSUs will have a total shareholder return relative to the S&P 500 performance measure, in each case as set forth in the award agreement filed as Exhibit 10.1. | |
| Range of Possible Awards | 0 – 200% of targeted amount, plus accrued dividend equivalents, based on actual results achieved. | |
| Termination of Employment | ||
| Death or Disability before PCD |
Payable in full on payment date based on actual results as if participant had remained an active employee through PCD. | |
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Involuntary Termination for Cause or
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Immediate forfeiture. | |
| Involuntary Termination other than for Cause before PCD |
Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment. | |
| Retirement (as defined in the award agreement) before PCD |
If Retirement occurs on or after December 31, 2026, payable in full on payment date based on actual results as if participant had remained an active employee through PCD. If Retirement occurs before December 31, 2026, payable on payment date based on actual results, prorated based on the number of days worked during 2026 (the first year of the performance period) divided by 365. | |
| Change in Control before PCD |
Performance measured prior to the change in control and paid on a prorated basis based on actual results achieved up to such date. |
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| Thereafter, participant also generally receives a replacement award of restricted stock units in the successor entity generally equal to the number of PSUs that would have been earned had no change in control occurred and target performance levels had been met from the time of the change of control through December 31, 2028, adjusted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December 31, 2028. |
The Committee granted stock options to the Executives to purchase the following number of shares of the Company’s common stock: Mr. Fish – 57,034; Mr. Morris – 19,011; Mr. Reed – 10,806; Ms. Hemmer – 8,405 and Mr. Carrasco – 8,405. The material terms of the stock options are described below.
| Stock Options | ||
| Vesting Schedule | 34% on first anniversary; 33% on second anniversary; and 33% on third anniversary. | |
| Term | 10 years from date of grant. | |
| Exercise Price | Fair Market Value on date of grant – $241.55. | |
| Termination of Employment |
| Death or Disability | All options immediately vest and remain exercisable for one year, but in no event later than the original term. | ||
| Qualifying Retirement | Continued vesting and exercisability for three years, but in no event later than the original term. | ||
| Involuntary Termination other than for Cause or Voluntary Resignation |
All vested options remain exercisable for 90 days, but in no event later than the original term. | ||
| Involuntary Termination for Cause |
All options are forfeited, whether or not exercisable.
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Involuntary Termination or Resignation for |
All options immediately vest and remain exercisable for three years, but in no event later than the original term. |
Each of the Executives was also granted an annual cash incentive award on March 3, 2026. Annual cash incentive awards are targeted at a percentage of the Executive’s base salary, and payouts can range from zero to 200% of the targeted amount based on achievement of performance measures. Performance measures for the 2026 annual cash incentive awards include operating EBITDA, income from operations margin, and internal revenue growth. Payouts of annual cash incentives based on the performance measures can be increased or decreased by up to 10%, depending on achievement calculated using a sustainability scorecard. The Committee has discretion to increase or decrease an Executive’s annual cash incentive award by up to 25% based on individual performance. Subject to the terms of any individual written employment, change in control or severance agreement, recipients must be employed by an affiliate of the Company on December 31, 2026 to be eligible to receive payment of an annual cash incentive award; provided, however, in the event of death, the recipient’s beneficiaries will receive a prorated award based on the number of days worked in 2026.
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The above descriptions of the material terms of the awards are qualified in their entirety by reference to the appropriate award agreement filed as an exhibit hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description | |
| 10.1 | Form of 2026 Long Term Incentive Compensation PSU Award Agreement | |
| 10.2 | Form of 2026 Long Term Incentive Compensation Stock Option Award Agreement | |
| 10.3 | Form of 2026 Executive Officer Annual Incentive Award Agreement | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WASTE MANAGEMENT, INC. | ||
| Date: March 6, 2026 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President and Chief Legal Officer | ||