XML 64 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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 may be 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 2023. 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, and also excluding the impacts of our recycling brokerage business. 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. See Appendix A for additional information and a reconciliation of this non-GAAP measure to the most comparable GAAP measure.
Pay Versus Performance Table
Year
SCT Total
to CEO
(1)
($)
CEO CAP(1)(2)
($)
Average SCT
Total for
Non-CEO
NEOs
(1)
($)
Average
Non-CEO
NEOs
CAP
(1)(2)
($)
Value of Initial
Fixed $100
Investment
Based on:
(3)
Net Income
($ in billions)
CSM:
Operating
EBITDA
($ in billions)
WM
TSR
($)
Peer
Group
TSR
($)
2023 14,628,854 26,638,740 3,971,546 6,550,505 168 166 2.304 5.892
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)
For all periods shown in the table above, the Company’s CEO was Mr. James C. Fish, Jr. The Non-CEO NEOs for purposes of the 2023 disclosures include Ms. Devina A. Rankin, Mr. John C. Morris, Jr., Mr. Rafael E. Carrasco and Ms. Tara J. Hemmer. The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Steven R. Batchelor, the Company’s retired Senior Vice President — Operations. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Charles C. Boettcher, Executive Vice President, Corporate Development & Chief Legal Officer.
(2)
To calculate 2023 CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below:
EXECUTIVE COMPENSATION
Adjustments to CEO’s SCT Total Compensation to Calculate CAP:
2023
SCT Total Compensation
14,628,854
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
10,355,433
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
11,099,138

Fair value of option awards granted during the year, as of 12/31(b)
2,595,049

Change in fair value of prior years’ stock awards unvested at 12/31(a)
1,765,392

Change in fair value of prior years’ option awards unvested at 12/31(b)
818,348

Change in fair value of prior years’ stock awards vesting during the year(a)
5,614,556

Change in fair value of prior years’ option awards vesting during the year(b)
(445,774)

Dividend equivalents paid upon stock awards vesting during the year
918,610
Total Additions to SCT Total Compensation, in dollars
22,365,319
CAP
26,638,740
Adjustments to Non-CEO NEOs Average SCT Total Compensation to Calculate Average CAP:
2023
SCT Total Compensation
3,971,546
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
2,336,613
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
2,501,178

Fair value of option awards granted during the year, as of 12/31(b)
585,555

Change in fair value of prior years’ stock awards unvested at 12/31(a)
552,912

Change in fair value of prior years’ option awards unvested at 12/31(b)
163,643

Change in fair value of prior years’ stock awards vesting during the year(a)
1,031,736

Change in fair value of prior years’ option awards vesting during the year(b)
(88,919)

Dividend equivalents paid upon stock awards vesting during the year
169,467
Total Additions to SCT Total Compensation, in dollars
4,915,572
CAP
6,550,505
(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 2023 CAP:
EXECUTIVE COMPENSATION
Projected Payout of Unvested Cash Flow PSUs at Year-End
2023
2022
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025 100%
Stock awards also includes RSUs that vested for Mr. Carrasco in 2023; unvested RSUs that were granted to Mr. Carrasco in 2021; and unvested RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Carrasco 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 award fair values are calculated using a Black-Scholes option pricing model.
(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, December 31, 2022 and December 31, 2023. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index.
     
Company Selected Measure Name Operating EBITDA      
Named Executive Officers, Footnote
(1)
For all periods shown in the table above, the Company’s CEO was Mr. James C. Fish, Jr. The Non-CEO NEOs for purposes of the 2023 disclosures include Ms. Devina A. Rankin, Mr. John C. Morris, Jr., Mr. Rafael E. Carrasco and Ms. Tara J. Hemmer. The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Steven R. Batchelor, the Company’s retired Senior Vice President — Operations. The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Charles C. Boettcher, Executive Vice President, Corporate Development & Chief Legal Officer.
     
Peer Group Issuers, Footnote
(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.
     
PEO Total Compensation Amount $ 14,628,854 $ 14,820,684 $ 13,057,363 $ 12,373,925
PEO Actually Paid Compensation Amount $ 26,638,740 13,037,001 44,273,994 15,824,928
Adjustment To PEO Compensation, Footnote
(2)
To calculate 2023 CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth below:
EXECUTIVE COMPENSATION
Adjustments to CEO’s SCT Total Compensation to Calculate CAP:
2023
SCT Total Compensation
14,628,854
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
10,355,433
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
11,099,138

Fair value of option awards granted during the year, as of 12/31(b)
2,595,049

Change in fair value of prior years’ stock awards unvested at 12/31(a)
1,765,392

Change in fair value of prior years’ option awards unvested at 12/31(b)
818,348

Change in fair value of prior years’ stock awards vesting during the year(a)
5,614,556

Change in fair value of prior years’ option awards vesting during the year(b)
(445,774)

Dividend equivalents paid upon stock awards vesting during the year
918,610
Total Additions to SCT Total Compensation, in dollars
22,365,319
CAP
26,638,740
     
Non-PEO NEO Average Total Compensation Amount $ 3,971,546 5,202,091 3,637,383 3,372,614
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,550,505 4,823,249 10,803,402 4,308,433
Adjustment to Non-PEO NEO Compensation Footnote
Adjustments to Non-CEO NEOs Average SCT Total Compensation to Calculate Average CAP:
2023
SCT Total Compensation
3,971,546
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
2,336,613
Additions to SCT Total Compensation, in dollars:

Fair value of stock awards granted during the year, as of 12/31(a)
2,501,178

Fair value of option awards granted during the year, as of 12/31(b)
585,555

Change in fair value of prior years’ stock awards unvested at 12/31(a)
552,912

Change in fair value of prior years’ option awards unvested at 12/31(b)
163,643

Change in fair value of prior years’ stock awards vesting during the year(a)
1,031,736

Change in fair value of prior years’ option awards vesting during the year(b)
(88,919)

Dividend equivalents paid upon stock awards vesting during the year
169,467
Total Additions to SCT Total Compensation, in dollars
4,915,572
CAP
6,550,505
(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 2023 CAP:
EXECUTIVE COMPENSATION
Projected Payout of Unvested Cash Flow PSUs at Year-End
2023
2022
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2023 200%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024 100% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025 100%
Stock awards also includes RSUs that vested for Mr. Carrasco in 2023; unvested RSUs that were granted to Mr. Carrasco in 2021; and unvested RSUs that were granted to Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Carrasco 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 award fair values are calculated using a Black-Scholes option pricing model.
     
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_relationshippeer-pn.jpg]      
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_relationshipnet-pn.jpg]      
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: bc_relationshipnet-pn.jpg]      
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_relationshippeer-pn.jpg]      
Tabular List, Table
Tabular Disclosure of Most Important Measures to Determine 2023 CAP
The five items listed below represent the most important measures used to determine CAP for 2023 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 $ 168 145 152 105
Peer Group Total Shareholder Return Amount 166 141 149 107
Net Income (Loss) $ 2,304,000,000 $ 2,238,000,000 $ 1,816,000,000 $ 1,496,000,000
Company Selected Measure Amount 5,892,000,000 5,475,000,000 4,961,000,000 4,371,000,000
PEO Name Mr. James C. Fish      
Measure:: 1        
Pay vs Performance Disclosure        
Name TSR Relative to the S&P 500      
Measure:: 2        
Pay vs Performance Disclosure        
Name Cash Flow Generation      
Measure:: 3        
Pay vs Performance Disclosure        
Name Operating EBITDA      
Measure:: 4        
Pay vs Performance Disclosure        
Name Income from Operations Margin      
Measure:: 5        
Pay vs Performance Disclosure        
Name Internal Revenue Growth      
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (10,355,433)      
PEO [Member] | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 22,365,319      
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,099,138      
PEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,595,049      
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        
Adjustment to Compensation, Amount 1,765,392      
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        
Adjustment to Compensation, Amount 818,348      
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,614,556      
PEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (445,774)      
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 918,610      
Non-PEO NEO [Member]        
Pay vs Performance Disclosure        
Cash Flow Performance Stock Units Period Ended 2023   200.00%    
Cash Flow Performance Stock Units Period Ended 2024 100.00% 100.00%    
Cash Flow Performance Stock Units Period Ended 2025 100.00%      
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,336,613)      
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,915,572      
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Stock Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,501,178      
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Option Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 585,555      
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        
Adjustment to Compensation, Amount 552,912      
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        
Adjustment to Compensation, Amount 163,643      
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Stock Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,031,736      
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value Prior Years Option Awards Vesting During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (88,919)      
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 169,467