XML 37 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE
We are required to calculate and present the following compensation information in the tabular format prescribed by the SEC. The Compensation Discussion and Analysis and other executive compensation tables above should be read in conjunction with this section to gain a complete understanding of our executive compensation philosophy, programs and decisions.
The tables and discussion below refer to an SEC-prescribed calculation of compensation actually paid, referred to as “CAP”. However, CAP does not correlate to the total amount of compensation that the executive realized during the year. CAP is a detailed calculation that includes adjustments to Total Compensation as reported in the Summary Compensation Table (the “SCT”) to reflect the increase (or decrease) in value of equity compensation over the course of the year, including equity compensation granted in prior years and equity compensation remaining unvested as of year-end. The equity compensation values used to determine CAP are calculated in accordance with ASC Topic 718, based on various methodologies and assumptions. The amount of compensation that the executive will actually realize when such equity awards vest or options are exercised maybe materially different from the amounts used in the CAP calculation.
The table below includes our Operating EBITDA annual cash incentive performance measure as the Company Selected Measure (“CSM”) that management believes is the most important annual financial performance measure used to link executive pay and Company performance in 2022. This measure is also discussed in our Compensation Discussion and Analysis and is generally defined as the Company’s income from operations, excluding depreciation, depletion and amortization, “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” reported in our Annual Report on Form 10-K, with adjustments discussed in footnote (4) below. Operating EBITDA presented in this proxy statement is a non-GAAP measure and is defined differently than Operating EBITDA reported in the Company’s quarterly earnings press release.
Pay Versus Performance Table
Year
SCT Total
to CEO
($)
CEO CAP(1)
($)
Average SCT
Total for
Non-CEO
NEOs
(2)
($)
Average
Non-CEO
NEOs
CAP
(1)(2)
($)
Value of Initial
Fixed $100
Investment
Based on:
(3)
Net Income
($ in billions)
CSM:
Operating
EBITDA
(4)
($ in billions)
WM
TSR
($)
Peer
Group
TSR
($)
2022 14,820,684 13,037,001 5,202,091 4,823,249 145 141 2.238 5.475
2021 13,057,363 44,273,994 3,637,383 10,803,402 152 149 1.816 4.961
2020 12,373,925 15,824,928 3,372,614 4,308,433 105 107 1.496 4.371
(1)
To calculate CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below:
Adjustments to CEO’s SCT Total Compensation to Calculate CAP:
2022
2021 
2020
SCT Total Compensation
14,820,684 13,057,363 12,373,925
Deduction from SCT Total Compensation, in dollars
• Grant date fair values of equity awards reported in the
”Stock Awards” and “Options Awards” columns in the SCT
9,773,267
9,012,200
9,710,595
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
9,374,354 17,991,335 7,197,808

Fair value of option awards granted during the year, as of 12/31(b)
2,335,994 5,585,540 1,458,410

Change in fair value of prior years’ stock awards unvested at 12/31(a)
(122,282) 7,850,495 3,505,814

Change in fair value of prior years’ option awards unvested at 12/31(b)
(760,003) 4,652,852 456,153

Change in fair value of prior years’ stock awards vesting during the year(a)
(960,794) 3,833,674 (313,787)

Change in fair value of prior years’ option awards vesting during the year(b)
(2,533,413) (392,910) 230,831

Dividend equivalents paid upon stock awards vesting during the year
655,728 707,845 626,369
Total Additions to SCT Total Compensation, in dollars
7,989,584 40,228,831 13,161,598
CAP
13,037,001 44,273,994 15,824,928
Adjustments to Non-CEO NEOs Average SCT Total Compensation to Calculate Average CAP:
2022
2021 
2020
SCT Total Compensation
5,202,091 3,637,383 3,372,614
Deduction from SCT Total Compensation, in dollars

Grant date fair values of equity awards reported in the
”Stock Awards” and “Options Awards” columns in the SCT
3,280,651
2,082,902
2,276,065
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
3,264,715 4,098,078 1,687,114

Fair value of option awards granted during the year, as of 12/31(b)
547,280 1,215,672 341,815

Change in fair value of prior years’ stock awards unvested at 12/31(a)
(28,052) 1,754,235 939,483

Change in fair value of prior years’ option awards unvested at 12/31(b)
(176,271) 1,115,185 110,131

Change in fair value of prior years’ stock awards vesting during the year(a)
(225,203) 978,948 (65,123)

Change in fair value of prior years’ option awards vesting during the year(b)
(634,358) (93,948) 73,919

Dividend equivalents paid upon stock awards vesting during the year
153,698 180,751 124,545
Total Additions to SCT Total Compensation, in dollars
2,901,809 9,248,921 3,211,884
CAP
4,823,249 10,803,402 4,308,433
(a)
Stock awards for all NEOs include annual grants of TSR PSUs and Cash Flow PSUs. The fair value of an unvested TSR PSU is calculated using a multifactor Monte Carlo model, and because total shareholder return is a market condition, projected achievement is embedded in the fair value. The fair value of an unvested Cash Flow PSU is equal to the average of the high and low market price of our Common Stock on the given date; we then multiply the fair value of a Cash Flow PSU by our projection, for accounting purposes, of the probable outcome of the Cash Flow Generation performance measure applicable to such PSUs, based on results to-date and forecast. The following grid summarizes the projected probable outcomes utilized to calculate the value of unvested Cash Flow PSUs at year-end for years prior to the end of the performance period for purposes of CAP:
Projected Payout of Unvested Cash Flow PSUs at Year-End
2022
2021
2020
2019
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2020 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2021 200% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2022 180% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200% 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100%
Stock awards also includes RSUs for Ms. Hemmer that vested in 2020; RSUs for Mr. Batchelor that vested in 2020 and 2021; RSUs that were granted to Mr. Boettcher in 2021; and RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Batchelor in 2022. The fair value of an RSU is equal to the average of the high and low market price of our Common Stock on the given date.
(b)
Option awards include fair values, calculated using a Black-Scholes option pricing model, for stock options granted annually to our NEOs.
(2)
The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Mr. Batchelor and Ms. Hemmer. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Mr. Boettcher and Ms. Hemmer.
(3)
Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2019. The TSR amounts shown for 2020 represent the value of that $100 investment on December 31, 2020, and TSR is then calculated, on a cumulative basis, as of December 31, 2021 and December 31, 2022. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index.
(4)
When establishing the 2022 compensation performance levels, the MD&C Committee defined Operating EBITDA to exclude the impacts of the Company’s recycling brokerage business, which increased net Operating EBITDA results by $7 million. The MD&C Committee did not make any adjustments to the defined calculation of Operating EBITDA for 2021 and 2022. The MD&C Committee approved adjustments to the calculation of Operating EBITDA for 2020 on a basis consistent with the reporting of our 2020 financial results, excluding (a) $155 million of costs related to the acquisition and integration of ADS; (b) $46 million in costs in connection with COVID-19 and (c) $27 million in costs related to strategic initiatives launched in 2020 after the performance measures had been established.
     
Company Selected Measure Name Operating EBITDA      
Named Executive Officers, Footnote [Text Block]
Mr. James C. Fish, Jr. — President and Chief Executive Officer since November 2016.
     
Peer Group Issuers, Footnote [Text Block]
(3)
Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2019. The TSR amounts shown for 2020 represent the value of that $100 investment on December 31, 2020, and TSR is then calculated, on a cumulative basis, as of December 31, 2021 and December 31, 2022. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index.
     
PEO Total Compensation Amount $ 14,820,684 $ 13,057,363 $ 12,373,925  
PEO Actually Paid Compensation Amount $ 13,037,001 44,273,994 15,824,928  
Adjustment To PEO Compensation, Footnote [Text Block]
(1)
To calculate CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below:
Adjustments to CEO’s SCT Total Compensation to Calculate CAP:
2022
2021 
2020
SCT Total Compensation
14,820,684 13,057,363 12,373,925
Deduction from SCT Total Compensation, in dollars
• Grant date fair values of equity awards reported in the
”Stock Awards” and “Options Awards” columns in the SCT
9,773,267
9,012,200
9,710,595
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
9,374,354 17,991,335 7,197,808

Fair value of option awards granted during the year, as of 12/31(b)
2,335,994 5,585,540 1,458,410

Change in fair value of prior years’ stock awards unvested at 12/31(a)
(122,282) 7,850,495 3,505,814

Change in fair value of prior years’ option awards unvested at 12/31(b)
(760,003) 4,652,852 456,153

Change in fair value of prior years’ stock awards vesting during the year(a)
(960,794) 3,833,674 (313,787)

Change in fair value of prior years’ option awards vesting during the year(b)
(2,533,413) (392,910) 230,831

Dividend equivalents paid upon stock awards vesting during the year
655,728 707,845 626,369
Total Additions to SCT Total Compensation, in dollars
7,989,584 40,228,831 13,161,598
CAP
13,037,001 44,273,994 15,824,928
     
Non-PEO NEO Average Total Compensation Amount $ 5,202,091 3,637,383 3,372,614  
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,823,249 10,803,402 4,308,433  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Adjustments to Non-CEO NEOs Average SCT Total Compensation to Calculate Average CAP:
2022
2021 
2020
SCT Total Compensation
5,202,091 3,637,383 3,372,614
Deduction from SCT Total Compensation, in dollars

Grant date fair values of equity awards reported in the
”Stock Awards” and “Options Awards” columns in the SCT
3,280,651
2,082,902
2,276,065
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
3,264,715 4,098,078 1,687,114

Fair value of option awards granted during the year, as of 12/31(b)
547,280 1,215,672 341,815

Change in fair value of prior years’ stock awards unvested at 12/31(a)
(28,052) 1,754,235 939,483

Change in fair value of prior years’ option awards unvested at 12/31(b)
(176,271) 1,115,185 110,131

Change in fair value of prior years’ stock awards vesting during the year(a)
(225,203) 978,948 (65,123)

Change in fair value of prior years’ option awards vesting during the year(b)
(634,358) (93,948) 73,919

Dividend equivalents paid upon stock awards vesting during the year
153,698 180,751 124,545
Total Additions to SCT Total Compensation, in dollars
2,901,809 9,248,921 3,211,884
CAP
4,823,249 10,803,402 4,308,433
(a)
Stock awards for all NEOs include annual grants of TSR PSUs and Cash Flow PSUs. The fair value of an unvested TSR PSU is calculated using a multifactor Monte Carlo model, and because total shareholder return is a market condition, projected achievement is embedded in the fair value. The fair value of an unvested Cash Flow PSU is equal to the average of the high and low market price of our Common Stock on the given date; we then multiply the fair value of a Cash Flow PSU by our projection, for accounting purposes, of the probable outcome of the Cash Flow Generation performance measure applicable to such PSUs, based on results to-date and forecast. The following grid summarizes the projected probable outcomes utilized to calculate the value of unvested Cash Flow PSUs at year-end for years prior to the end of the performance period for purposes of CAP:
Projected Payout of Unvested Cash Flow PSUs at Year-End
2022
2021
2020
2019
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2020 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2021 200% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2022 180% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200% 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100%
Stock awards also includes RSUs for Ms. Hemmer that vested in 2020; RSUs for Mr. Batchelor that vested in 2020 and 2021; RSUs that were granted to Mr. Boettcher in 2021; and RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Batchelor in 2022. The fair value of an RSU is equal to the average of the high and low market price of our Common Stock on the given date.
(b)
Option awards include fair values, calculated using a Black-Scholes option pricing model, for stock options granted annually to our NEOs.
     
Compensation Actually Paid vs. Net Income [Text Block]
[MISSING IMAGE: bc_relationshipnet-pn.jpg]
     
Total Shareholder Return Vs Peer Group [Text Block]
[MISSING IMAGE: bc_relationshippeer-pn.jpg]
     
Tabular List [Table Text Block]
Tabular Disclosure of Most Important Measures to Determine 2022 CAP
The five items listed below represent the most important measures used to determine CAP for 2022 for all of our NEOs, as each measure and its impact on executive compensation is further described in our Compensation Discussion and Analysis.
Most Important Performance Measures
TSR Relative to the S&P 500
Cash Flow Generation
Operating EBITDA
Income from Operations Margin
Internal Revenue Growth
     
Total Shareholder Return Amount $ 145 152 105  
Peer Group Total Shareholder Return Amount 141 149 107  
Net Income (Loss) $ 2,238,000,000 $ 1,816,000,000 $ 1,496,000,000  
Company Selected Measure Amount 5,475,000,000 4,961,000,000 4,371,000,000  
PEO Name Mr. James C. Fish      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name TSR Relative to the S&P 500      
Non-GAAP Measure Description [Text Block]
(4)
When establishing the 2022 compensation performance levels, the MD&C Committee defined Operating EBITDA to exclude the impacts of the Company’s recycling brokerage business, which increased net Operating EBITDA results by $7 million. The MD&C Committee did not make any adjustments to the defined calculation of Operating EBITDA for 2021 and 2022. The MD&C Committee approved adjustments to the calculation of Operating EBITDA for 2020 on a basis consistent with the reporting of our 2020 financial results, excluding (a) $155 million of costs related to the acquisition and integration of ADS; (b) $46 million in costs in connection with COVID-19 and (c) $27 million in costs related to strategic initiatives launched in 2020 after the performance measures had been established
     
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Cash Flow Generation      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Operating EBITDA      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name Income from Operations Margin      
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name Internal Revenue Growth      
PEO [Member] | Equity Awards Value in Compensation Table for the Applicable Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (9,773,267) $ (9,012,200) $ (9,710,595)  
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 9,374,354 17,991,335 7,197,808  
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,335,994 5,585,540 1,458,410  
PEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Stock Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (122,282) 7,850,495 3,505,814  
PEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Option Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (760,003) 4,652,852 456,153  
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (960,794) 3,833,674 (313,787)  
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (2,533,413) (392,910) 230,831  
PEO [Member] | Equity Awards Adjustments Dividend Equivalents Paid Upon Stock Awards Vesting During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 655,728 707,845 626,369  
PEO [Member] | Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 7,989,584 $ 40,228,831 $ 13,161,598  
Non-PEO NEO [Member]        
Pay vs Performance Disclosure [Table]        
Cash Flow Performance Stock Units Period Ended 2020       200.00%
Cash Flow Performance Stock Units Period Ended 2021     200.00% 100.00%
Cash Flow Performance Stock Units Period Ended 2022   180.00% 100.00%  
Cash Flow Performance Stock Units Period Ended 2023 200.00% 200.00%    
Cash Flow Performance Stock Units Period Ended 2024 100.00%      
Non-PEO NEO [Member] | Equity Awards Value in Compensation Table for the Applicable Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 3,280,651 $ 2,082,902 $ 2,276,065  
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 3,264,715 4,098,078 1,687,114  
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 547,280 1,215,672 341,815  
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Stock Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (28,052) 1,754,235 939,483  
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Unvested Option Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (176,271) 1,115,185 110,131  
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (225,203) 978,948 (65,123)  
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (634,358) (93,948) 73,919  
Non-PEO NEO [Member] | Equity Awards Adjustments Dividend Equivalents Paid Upon Stock Awards Vesting During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 153,698 180,751 124,545  
Non-PEO NEO [Member] | Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 2,901,809 $ 9,248,921 $ 3,211,884