WASTE MANAGEMENT INC

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contributions toward the integration of the Company’s Healthcare Solutions business. The Company will also make a $10,000 donation to a charity of her choice. Her unvested equity awards were treated under the voluntary termination provisions of the applicable award agreements and were forfeited.

Also in August 2025, the Company announced that Mr. Reed would succeed Ms. Rankin as Executive Vice President and Chief Financial Officer. In connection with his promotion, Mr. Reed’s annual base salary was increased to $700,000, and his target annual cash incentive was increased to 100% of his base salary, with the impact of such increase on the total annual cash incentive payout for 2025 to be applied on a pro-rata basis for the time period following his promotion. Additionally, on November 3, 2025, Mr. Reed received a grant of 2,628 RSUs with a target award value of $565,000 that vest ratably in three annual increments, beginning on the first anniversary of the date of grant. The award was intended to bridge the difference between his annual long-term equity incentive award granted in February 2025 and his go-forward target long-term equity incentive award as Chief Financial Officer, pro-rated for the 2025 time period in role.

When establishing compensation increases in connection with the promotions of Mr. Morris and Mr. Reed, the MD&C Committee considered the responsibilities of the position, the compensation level of applicable predecessors and the competitive analysis prepared when 2025 executive compensation was established. In particular, the promotional grants of RSUs were made in light of increased responsibilities, in order to encourage and reward long-term performance, and in order to promote retention and increase alignment with stockholders.

On September 2, 2025, Ms. Hemmer received a grant of 9,130 RSUs with a target award value of $2.1 million, of which 50% vest on the second anniversary of the date of grant and 50% on the third anniversary of date of grant. This award reflects the MD&C Committee’s desire to retain Ms. Hemmer and promote stability in our leadership team in light of the leadership transitions identified above.

Consideration of Stockholder Advisory Vote

When establishing 2025 compensation for the named executives, the MD&C Committee noted the results of the 2024 advisory stockholder vote on executive compensation, with approximately 93% of shares present and entitled to vote at the 2024 Annual Meeting voting in favor of the Company’s executive compensation. Accordingly, the results of the stockholder advisory vote did not cause the MD&C Committee to make any changes to executive compensation practices for 2025, although the MD&C Committee does consider feedback received by the Company through stockholder engagement throughout the year.

2026 Compensation Program Preview

The MD&C Committee continually reviews our compensation program to ensure it is clearly aligned with the business strategy and best supports the accomplishment of our goals. The MD&C Committee also believes that consistency in program design reinforces its efforts to maintain a compensation program that is straightforward, easy to communicate and readily translates into actionable goals. The MD&C Committee’s choice of long-term performance measures and respective weighting has been consistent since 2016, and the MD&C Committee is pleased with the financial results and stockholder value that has been generated. Accordingly, the MD&C Committee has approved keeping the 2026 long-term incentive program design for executive officers, comprised of stock options and PSUs, consistent with prior years.

Beginning in 2024, the MD&C Committee revised the definition of cash flow generation for purposes of the Cash Flow PSUs to proactively address considerations related to the Company’s growth through strategic investments and acquisitions. Consistent with the terms of the award agreement, for purposes of the Cash Flow PSUs with a performance period ended December 31, 2026, calculated results will exclude certain impacts from discrete growth capital investment projects made to support the long-term organic growth of the business that were not planned for when the performance measures were established and impacts and costs from the acquisition of Stericycle, which also were not contemplated when the performance measures were established. The MD&C Committee believes that these exclusions are supportive of positive actions by management to advance sustainable growth.

The MD&C Committee has approved an annual cash incentive program for 2026 with the same performance measures and weighting as the 2025 annual cash incentive program, except that the income from operations margin performance measure historically included in the program will replace the Margin performance measure, maintaining its 25% weighting. Use of the Margin performance measure in 2025 was a temporary change, primarily in response to our acquisition of Stericycle and to remove variability caused by Stericycle purchase price accounting that has now normalized.

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