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
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation
S-K,
we are providing the fo
llow
ing pay versus performance (“PVP”) table and related information, including “compensation actually paid” (as defined by the SEC and further described below) or “CAP”. For details about the Company’s
pay-for-performance
philosophy and how the Compensation Committee makes its decisions about executive pay, you should refer to the CD&A.
PVP Table
| Value of Initial Fixed $100Investment Based On: | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · SCT Totalfor PEO(Slager) (1) · CAP to PEO(Slager) (1) (2) · SCT totalfor PEO(VanderArk) (3) · CAP to PEO(VanderArk) (2) (3) · AverageSCT TotalforNon-PEONEOs (4) · AverageCAP toNon-PEONEOs (2) (4) · TotalShareholderReturn · PeerGroup(5)TotalShareholderReturn · NetIncome · AdjustedFree CashFlow(6) | |||||||||||||
| 2024 | N/A | N/A | $12,977,475 | $20,468,108 | $3,294,095 | $4,864,144 | $240.89 | $159.72 | $2,043 | $2,183 | |||
| 2023 | N/A | N/A | $11,834,857 | (7) | $18,731,525 | (7) | $3,422,399 | $3,871,169 | (7) | $195.82 | $147.45 | $1,731 | $1,985 |
| 2022 | N/A | N/A | $9,914,945 | (7) | $11,495,079 | (7) | $3,405,936 | $3,591,775 | $151.08 | $129.72 | $1,488 | $1,742 | |
| 2021 | $15,027,945 | $35,683,981 | $7,873,660 | $18,049,268 | $3,365,003 | $6,844,632 | $161.01 | $142.01 | $1,290 | $1,515 | |||
| 2020 | $12,937,163 | $13,522,931 | N/A | N/A | $3,126,908 | $3,370,672 | $109.52 | $119.37 | $967 | $1,236 | |||
| (1) | Reflects compensation for our former Chief Executive Officer, Mr. Slager, who served as our Principal Executive Officer (PEO) throughout 2020 and part of 2021 until his retirement effective June 25, 2021. |
| (2) | CAP is calculated by making the following adjustments from the SCT totals as follows: |
PEOs:
| Item and Value Added (Deducted) · 2024VanderArk · 2023 Vander Ark · 2022 Vander Ark · 2021Vander Ark · 2021Slager · 2020 Slager | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total | $12,977,475 | $11,834,857 | $9,914,945 | $7,873,660 | $15,027,945 | $12,937,163 | ||||||
| - SCT Stock Awards Column Value | ($ | 8,634,319) | ($ | 7,842,000) | ($ | 5,660,534) | ($ | 4,613,538) | ($ | 10,004,991) | ($ | 9,159,438) |
| + Year-End Fair Value of Outstanding Equity Awards Granted in Covered Year | $10,058,007 | $9,643,993 | $6,862,648 | $8,543,250 | $14,959,599 | $7,904,205 | ||||||
| +/- Change in Fair Value of Outstanding Equity Awards Granted in Prior Years | $3,411,151 | $2,669,353 | ($ | 131,216) | $5,164,238 | $4,211,103 | $516,319 | |||||
| +/- Change in Fair Value of Prior-Year Equity Awards Vested in Covered Year | $2,343,100 | $2,126,092 | ($ | 686,831) | $902,692 | $5,695,213 | $503,251 | |||||
| + Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | $0 | $0 | $0 | $0 | $4,521,132 | $0 | ||||||
| + Average Value of Dividends Paid on Equity Awards not Otherwise Reflected in Fair Value of Total Compensation | $312,694 | $299,230 | $1,196,067 | $178,966 | $1,273,980 | $821,431 | ||||||
| Compensation Actually Paid | $20,468,108 | $18,731,525 | $11,495,079 | $18,049,268 | $35,683,981 | $13,522,931 | ||||||
Average
Non-PEO
NEOs:
| Item and Value Added (Deducted) · 2024 · 2023 · 2022 · 2021 · 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total | $3,294,095 | $3,422,399 | $3,405,936 | $3,365,003 | $3,126,908 | |||||
| - SCT Stock Awards Column Value | ($ | 1,742,349) | ($ | 1,751,778) | ($ | 1,670,511) | ($ | 1,673,751) | ($ | 1,717,272) |
| + Year-End Fair Value of Outstanding Equity Awards Granted in Covered Year | $2,020,309 | $1,550,800 | $1,928,470 | $3,219,620 | $1,503,029 | |||||
| +/- Change in Fair Value of Outstanding Equity Awards Granted in Prior Years | $729,628 | $571,552 | ($ | 75,670) | $1,458,159 | $255,451 | ||||
| +/- Change in Fair Value of Prior-Year Equity Awards Vested in Covered Year | $482,935 | $594,990 | ($ | 232,884) | $380,189 | $86,107 | ||||
| +/- Change in Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $0 | ($ | 607,379) | $0 | $0 | $0 | ||||
| + Average Value of Dividends Paid on Equity Awards not Otherwise Reflected in Fair Value of Total Compensation | $79,525 | $90,585 | $236,434 | $95,412 | $116,450 | |||||
| Compensation Actually Paid | $4,864,144 | $3,871,169 | $3,591,775 | $6,844,632 | $3,370,672 | |||||
Pay versus performance measurement date fair values were determined based on the same methodology used for grant date fair value purposes. Restricted stock units were valued based on the closing stock price on the relevant measurement date. Performance stock units were valued using a fair value per share determined using a Monte Carlo model run on the relevant measurement date. On the vesting date, the final payout factor is applied to the closing stock price on that date.
| 88 | | | Republic Services, Inc. 2025 Proxy Statement |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
| (3) | Reflects compensation for our President and Chief Executive Officer, Mr. Vander Ark, who has served as our PEO since June 25, 2021. The compensation reflected includes Mr. Vander Ark’s pay as a non-PEO NEO in 2021. |
| (4) | The Company’s non-PEO NEOs for 2020-2024 were: |
2020: Brian M. DelGhiaccio, Catharine D. Ellingsen, Charles F. Serianni, Timothy E. Stuart and Jon Vander Ark
2021: Brian M. DelGhiaccio, Catharine D. Ellingsen, Jeffrey A. Hughes and Timothy E. Stuart
2022: Brian M. DelGhiaccio, Brian A. Bales, Catharine D. Ellingsen and Timothy E. Stuart
2023: Brian M. DelGhiaccio, Brian A. Bales, Gregg K. Brummer, Catharine D. Ellingsen and Timothy E. Stuart
2024: Brian M. DelGhiaccio, Brian A. Bales, Gregg K. Brummer and Catharine D. Ellingsen
| (5) | The Company has used its peer group from the CD&A for purposes of this comparison. The companies that comprised the peer group selected by the Talent & Compensation Committee in our CD&A were as follows: |
Air Products and Chemicals, Inc., American Electric Power Company, Inc., Canadian National Railway Company, Canadian Pacific Kansas City Limited (formerly Canadian Pacific Railway Limited), Cintas Corporation, CSX Corporation, Ecolab Inc., Entergy Corporation, Fastenal Company, FedEx Corporation, J.B. Hunt Transport Services, Inc., Norfolk Southern Corporation, Ryder System, Inc., Sysco Corporation, W.W. Grainger, Inc., Waste Connections, Inc. and Waste Management, Inc.
| (6) | The Company Selected Measure is adjusted free cash flow, as described in the CD&A section. Adjusted free cash flow is a non-GAAP financial measure. For a reconciliation of adjusted free cash flow to its comparable GAAP measure, see “Reconciliation of GAAP to Non-GAAP Financial Measures” in the Annex on page 101. |
| (7) | For 2022 and 2023, SCT totals for PEO (Vander Ark) reflect recalculation of “All Other Compensation” relating to use of Company-owned aircraft in accordance with SEC rules and for 2023, Average CAP to Non-PEO NEOs reflects a recalculation of the fair value of equity awards to conform to the stated vesting of those awards. |
The charts below describe the relationship between the PEO and other NEOs’ CAP to Company and Peer Group Total Shareholder Return, Net Income and Adjusted Free Cash Flow. In the case of Total Shareholder Return, amount assumes $100 invested on January 1, 2020 assuming reinvestment of all dividends.
| Republic Services, Inc. 2025 Proxy Statement | | | 89 |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
Tabular List of Company Performance Measures
The table below lists in alphabetical order the financial performance measures that we believe represent the most important performance measures used to link CAP to our named executive officers to our performance for the most recently completed fiscal year. See our CD&A at pages 60-75 for a further discussion of these performance measures.
Adjusted Earnings Per Share
Adjusted Free Cash Flow
Cash Flow Value Creation
Return on Invested Capital
Total Shareholder Return
For a more comprehensive discussion of how the Talent & Compensation Committee views the relationship between named executive officer pay and performance, please see our CD&A at pages 60-75 of this Proxy Statement.
| 90 | | | Republic Services, Inc. 2025 Proxy Statement |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.