REPUBLIC SERVICES INC
For the period ended May 19, 2025. Filed Apr 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2025 · Filed Apr 7, 2025
RSG$246.85-1.0%Stored close · as of Nov 6, 2026
Contents
Board Evaluation Process
We recognize that Board and committee evaluations play an important role in ensuring the effective functioning of our Board. Therefore, the Board and each of its committees conduct annual self-assessments, which are overseen by the Governance Committee and include written evaluation forms to assess their effectiveness. Periodically, we will employ the services of an external advisor to assist with the evaluation process. Regardless of whether an external advisor is involved in the evaluation process, the results of these assessments are compiled without attribution and sent to the directors for a full Board assessment and to each committee member, for those committees on which they serve, to identify areas for future improvement. This feedback is also considered by the Governance Committee when searching for and evaluating potential future Board nominees to help ensure we are adding new directors with the proper mix of subject matter expertise and perspective consistent with the needs of our growing Company.
| 30 | | | Republic Services, Inc. 2025 Proxy Statement |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
| Audit Committee | Key Responsibilities • Assists the Board in monitoring the integrity of financial statements, our compliance with legal and regulatory requirements, political contributions, our ethics and compliance program and the independence and performance of our internal and external auditors on an annual basis • Meets with management and the independent auditor to review the Company’s major financial and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures including a review of information and security policies, data protection strategies and internal controls • Reviews issues regarding accounting principles, financial statement presentations, internal controls and the effect of regulatory and accounting initiatives on Company financial statements • Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm • Approves the Audit Committee Report in this Proxy Statement * Our Board has determined that each of Mses. Kirk and Reynolds and Mr. Linebarger qualify as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K. | The committee held FIVE meetings and met regularly in executive sessions during 2024 |
|---|---|---|
| Jennifer M. Kirk*, Chair Tomago Collins Michael A. Duffy Norman Thomas Linebarger* Meg Reynolds* Katharine B. Weymouth | ||
| Talent & Compensation Committee | Key Responsibilities • Establishes and regularly reviews our compensation and benefits philosophy and program consistent with corporate financial goals and objectives, including sustainability metrics • Determines the salaries and incentive compensation payable to executive officers, including annual and long-term incentive compensation under our shareholder-approved pay-for performance program • Administers our executive incentive plans, including our stock incentive plan and oversees our Clawback Policy • Evaluates our CEO’s performance, sets his compensation and reviews the executive succession plan overseen by the Governance Committee • Reviews and oversees our talent strategy and execution including talent acquisition and retention, training and development, inclusion and diversity, employee engagement and employee wellbeing • Engages with management each quarter on critical elements of our talent program • Oversees the annual risk assessment of our compensation policies and practices • Oversees the scope and engagement of the external compensation consultant’s services The Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its compensation consultant, as further discussed on page 74. | The committee held FIVE meetings and met regularly in executive sessions during 2024 |
| Thomas W. Handley, Chair Michael Larson James P. Snee Brian S. Tyler Katharine B. Weymouth | ||
| Nominating & Corporate Governance Committee | Key Responsibilities • Identifies director candidates to recommend to our Board for selection as the director nominees for the next annual meeting or to fill vacancies. Additionally, identifies candidates that it recommends to our Board for selection as the Chairman of the Board • Develops and provides recommendations for our corporate governance principles and reviews and provides oversight of the effectiveness of these practices • Oversees the annual evaluation of the Board and its committees • Makes recommendations to the Board related to the compensation of non-employee directors, and monitors the talent management and succession planning program for executive management to ensure appropriate focus on maintaining a diverse team of current and future executives • Considers nominations for the Board from shareholders that are entitled to vote for the election of directors, as described under “Shareholder Director Recommendation Policy” | The committee held FOUR meetings and met regularly in executive sessions during 2024 |
| Michael Larson, Chair Thomas W. Handley Jennifer M. Kirk James P. Snee Sandra M. Volpe | ||
| Sustainability & Corporate Responsibility Committee | Key Responsibilities • Reviews the Company’s sustainability performance and progress toward sustainability goals and objectives, including appropriate sustainability scorecards and rankings and the Company’s climate change initiatives • Reviews and provides oversight on sustainability and corporate responsibility topics including safety, community engagement, charitable giving, sustainability performance and innovation, climate change, environmental management and security for the Company’s people and assets • Reviews the annual sustainability report and charitable giving policies • Engages with shareholders and proxy advisor firms on sustainability, business conduct, environmental topics, safety and other matters relating to social, political and public policy issues, including the review and evaluation of shareholder proposals on these topics | The committee held FOUR meetings and met regularly in executive sessions during 2024 |
| Sandra M. Volpe, Chair Tomago Collins Michael A. Duffy Norman Thomas Linebarger Meg Reynolds Brian S. Tyler | ||
| Finance Committee | Key Responsibilities • Reviews the financial condition of the Company including the annual finance plan, long-term financial objectives, capital allocation and financial management principles • Reviews and makes recommendations on management proposals for financing requirements, dividends, proposed capital budget, certain capital expenditures and the repurchase of Company stock • Evaluates the financial impact of certain acquisitions and divestitures and conducts post-acquisition reviews • Annually reviews the Company’s insurable risk management strategy • Reviews and reports to the Board on the significant financial impact of benefit plans, including retirement plans | The committee held FIVE meetings and met regularly in executive sessions during 2024 |
| James P. Snee, Chair Michael Larson Brian S. Tyler Sandra M. Volpe Katharine B. Weymouth | ||
| Republic Services, Inc. 2025 Proxy Statement | | | 31 |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
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