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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Advanced Disposal Services Inc | NYSE:ADSW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.30 | 0 | 01:00:00 |
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¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Rule 14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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•
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To elect three directors;
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•
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To vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;
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•
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To hold an advisory vote on a proposal to approve named executive officer compensation; and
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•
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To conduct other business that is properly raised at the meeting.
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MICHAEL K. SLATTERY
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Corporate Secretary
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October 4, 2019
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON November 20, 2019: This Notice of Annual Meeting and Proxy Statement and the Company's Annual Report on Form 10-K for the year ended December 31, 2018 are available at www.advanceddisposal.com.
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Page
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Record Date
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September 27, 2019
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Quorum
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A majority of shares outstanding on the record date must be present in person or by proxy.
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Shares Outstanding
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There were 89,174,915 shares of Common Stock outstanding and entitled to vote as of September 27, 2019.
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Voting by Proxy
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Internet, phone, or mail.
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Voting at the Meeting
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This year's Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the Internet. Please go to www.virtualshareholdermeeting.com/ADSW2019 for instructions on how to attend and participate in the Annual Meeting. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such site. Stockholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m., Eastern time, on November 20, 2019. We encourage you to access the meeting prior to the start time.
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Changing Your Vote
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Stockholders of record may revoke their proxy at any time before we vote it at the meeting by submitting a later-dated proxy via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the annual meeting revoking the proxy. If you hold shares through a bank or brokerage firm, you may revoke any prior voting instructions by contacting that firm. If the meeting is postponed or adjourned, your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.
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Votes Required to Adopt Proposals
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Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the director nominees and one vote on each other matter. Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote at a meeting at which a quorum is present. A plurality means that the individuals who receive the largest numbers of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Each of the other proposals requires the favorable vote of a majority of the shares present, either by proxy or in person, and entitled to vote.
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Effect of Abstentions and Broker Non-Votes
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Abstentions will have no effect on the election of directors. For the proposal to ratify selection of the Company's independent registered public accounting firm and the advisory vote on named executive officer compensation, abstentions will have the same effect as a vote against this matter because they are considered present and entitled to vote.
If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. For the proposal to ratify selection of the Company's independent registered public accounting firm, the broker may vote your shares at its discretion. But for all other proposals in this Proxy Statement, including the election of directors, the broker cannot vote your shares at all. When that happens, it is called a "broker non-vote." Broker non-votes are counted in determining the presence of a quorum at the meeting, but they are not counted for purposes of calculating the shares present and entitled to vote on particular proposals at the meeting. |
Voting Instructions
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If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit your proxy but do not give voting instructions, we will vote your shares as follows:
• FOR our director candidates;
• FOR the ratification of the independent registered public accounting firm; and
• FOR approval of our proposal on named executive officer compensation.
If you give us your proxy, your shares will be voted at the discretion of the proxy holders for any other matters that may properly come before the meeting (including a proposal to postpone or adjourn the meeting).
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Stockholder Proposals for Inclusion in Our 2020 Proxy Materials
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Eligible stockholders who wish to submit a proposal for inclusion in the Proxy Statement for our 2020 Annual Meeting should notify our Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081. The written proposal must be received at our offices on or before June 9, 2020, and the stockholder must have been the registered or beneficial owner of (a) at least 1% of our outstanding Common Stock or (b) shares of our Common Stock with a market value of $2,000 for at least one year before submitting the proposal. The proposal must comply with the requirements set forth in the federal securities laws, including Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to be included in the Company's Proxy Statement and proxy card for the 2020 Annual Meeting.
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Other Proposals or Nominations to be Brought Before Our 2020 Annual Meeting
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The Company's By-laws establish an advance notice procedure with regard to certain matters to be brought before an annual meeting of stockholders, including stockholder proposals that are not included in the Company's proxy materials and nominations of persons for election as directors. In accordance with our By-laws, for a proposal or nominee not included in our proxy materials to be properly brought before the 2020 Annual Meeting, a stockholder's notice must be delivered to or mailed and received by the Company not less than 90 days nor more than 120 days in advance of the first anniversary of the 2019 Annual Meeting. As a result, any such stockholder's notice for the 2020 Annual Meeting shall be received no earlier than July 23, 2020 and no later than August 22, 2020 and must contain certain information specified in the Company's By-laws. The stockholder's notice should be delivered to our Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081. A copy of our By-laws is available on the "Corporate Governance" section of the "Investor Relations" page on our website at www.advanceddisposal.com. Information on or connected to our website (or the website of any third party) referenced in this Proxy Statement is in addition to and not a part of or incorporated by reference into this Proxy Statement.
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Expenses of Solicitation
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We pay the cost of preparing, assembling and mailing this proxy-soliciting material. In addition to the use of the mail, proxies may be solicited personally, by Internet or telephone, or by Advanced Disposal officers and employees without additional compensation. We pay all costs of solicitation, including certain expenses of brokers and nominees who mail proxy materials to their customers or principals. Also, Broadridge Financial Solutions ("Broadridge") has been hired to help in the solicitation of proxies for the 2019 Annual Meeting for a fee of approximately $38,000 plus associated costs and expenses.
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Annual Report
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A copy of our Annual Report on Form 10-K for the year ended December 31, 2018, which includes our financial statements for fiscal year 2018, is made available with this Proxy Statement. The Annual Report on Form 10-K is not incorporated by reference into this Proxy Statement or deemed to be a part of the materials for the solicitation of proxies.
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Householding Information
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We have adopted a procedure approved by the Securities and Exchange Commission (the "SEC") called "householding." Under this procedure, stockholders of record who have the same address and last name will receive only one copy of the Notice of Internet Availability unless we are notified that one or more of these individuals wishes to receive separate copies. This procedure helps reduce our printing costs and postage fees.
If you wish to receive a separate copy of the Notice of Internet Availability, please contact: Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, telephone 904-737-7900. If you do not wish to participate in householding in the future, and prefer to receive separate copies of the Notice of Internet Availability, please contact: Broadridge Financial Solutions, Attention Householding Department, 51 Mercedes Way, Edgewood, NY 11717, telephone 1-866-540-7095. If you are currently receiving multiple copies of proxy materials and wish to receive only one copy for your household, please contact Broadridge. |
Rescheduled Meeting
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On April 14, 2019, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement") with Waste Management, Inc., a Delaware corporation ("Waste Management"), and Everglades Merger Sub Inc., a Delaware corporation ("Everglades") and an indirect wholly-owned subsidiary of Waste Management. Pursuant to the Merger Agreement, Everglades will merge with and into the Company and the Company will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management, at which point it will cease to be an independent publicly traded company (the "Merger"). Further details can be found in the Company's Form 8-K related to this matter, filed with the SEC on April 15, 2019 and the Company's definitive proxy statement, filed with the SEC on May 23, 2019 (the "Definitive Merger Proxy"). The Company postponed the 2019 Annual Meeting of Stockholders, originally scheduled to be held on May 22, 2019, given the pending Merger, which is expected to close during the first quarter of 2020, subject to the satisfaction of customary closing conditions, including regulatory approvals. The Company has rescheduled its 2019 Annual Meeting to comply with the New York Stock Exchange (the "NYSE") requirement to hold a meeting of stockholders on an annual basis each year.
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Named Executive Officers and Directors
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Shares of Common
Stock Owned (1)
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Shares of Common
Stock Covered by
Exercisable Options (2)
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Percent of Issued and Outstanding Shares
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Non-Employee Directors
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E. Renae Conley
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12,366
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—
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*
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Tanuja Dehne
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13,366
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—
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*
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Michael Hoffman
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12,696
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—
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*
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Michael Koen
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—
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—
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—
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Ernest Mrozek
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12,760
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—
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*
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B. Clyde Preslar
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18,361
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—
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*
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Executive Officers
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Richard Burke
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208,451
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645,366
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*
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Steven Carn
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66,375
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161,237
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*
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Matthew Gunnelson (3)
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—
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12,498
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*
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Michael Slattery
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53,684
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181,264
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*
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John Spegal
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64,040
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217,046
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*
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Melissa Westerman
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—
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—
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—
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Directors and executive officers as a group (11 persons)
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462,099
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1,204,913
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2%
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(1)
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The table reports beneficial ownership in accordance with Rule 13d-3 under the Exchange Act and includes the number of restricted stock units that will become vested within 60 days of our record date.
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(2)
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Includes the number of options currently exercisable and options that will become exercisable within 60 days of our record date.
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(3)
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Mr. Gunnelson ceased to be an executive officer on March 23, 2018.
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Shares Beneficially
Owned
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||||
Name and Address
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Number
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Percent (1)
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Canada Pension Plan Investment Board ("CPPIB")
One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 (2) |
16,572,106
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18.6
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%
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FMR, LLC
245 Summer Street Boston, MA 02210 (3) |
6,462,516
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7.2
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%
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The Vanguard Group
100 Vanguard Blvd Malvern, PA 19355 (4) |
6,301,372
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|
|
7.1
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%
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JPMorgan Chase & Co.
270 Park Avenue New York, NY 10017 (5) |
5,763,047
|
|
|
6.5
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%
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Blackrock, Inc.
55 East 52nd Street New York, NY 10055 (6) |
4,978,355
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|
|
5.6
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%
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SMALLCAP World Fund, Inc.
6455 Irvine Center Drive Irvine, CA 92618 (7) |
4,785,502
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|
|
5.4
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%
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(1)
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Percentage is calculated using the number of shares of Common Stock outstanding as of September 27, 2019.
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(2)
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Pursuant to Schedule 13D/A filed on April 16, 2019, the amount reported consists of shares beneficially owned, as of March 25, 2019, by CPPIB. CPPIB is overseen by a board of directors. None of the directors of that board of directors has sole voting or dispositive power with respect to the shares of the common stock owned by CPPIB.
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(3)
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Pursuant to Schedule 13G/A filed on February 13, 2019, the amount reported consists of shares beneficially owned, as of December 31, 2018, by FMR, with sole power to vote 1,825,140 shares and sole power to dispose or to direct the disposition of 6,462,516 shares held by Abigail P. Johnson.
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(4)
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Pursuant to Schedule 13G/A filed on February 11, 2019, the amount reported consists of shares beneficially owned, as of December 31, 2018, by Vanguard with sole voting power of 143,249 shares, shared voting of 5,000 shares, sole dispositive power of 6,158,618 shares and shared dispositive power of 142,754 shares.
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(5)
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Pursuant to Schedule 13G filed on January 9, 2019, the amount reported consists of shares beneficially owned, as of December 31, 2018.
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(6)
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Pursuant to Schedule 13G filed on February 8, 2019, the amount reported consists of shares beneficially owned, as of December 31, 2018, by BlackRock.
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(7)
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Pursuant to Schedule 13G filed on February 14, 2019, the amount reported consists of shares that SMALLCAP may vote, under certain circumstances, as of December 31, 2018. SMALLCAP is an investment company registered under the Investment Company Act of 1940, which is advised by Capital Research and Management Company ("CRMC").
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•
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the Class I directors are Ms. Conley and Ms. Dehne and their terms expire at the 2020 annual meeting of stockholders;
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•
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the Class II directors are Mr. Hoffman and Mr. Mrozek and their terms will expire at the 2021 annual meeting of stockholders; and
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•
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the Class III directors are Mr. Burke, Mr. Koen and Mr. Preslar, and their terms will expire at the 2019 annual meeting of stockholders.
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•
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Safety. We are committed to creating a safe environment for our employees, our customers and the communities we serve.
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•
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Operations. We are working to minimize the environmental impact of our operations from our fleet and landfills.
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•
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People. We employ and develop talented professionals who are committed to safety, our environment, our customers and our company.
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•
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Communities. We are devoted to being a good partner in our communities through customer and community engagement and charitable giving.
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•
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Recycling. We recognize the positive impact recycling has on our environment and the benefit from educating our customers and the community on the proper way to recycle with a goal of increasing the amount of material that successfully makes it through the recycling process.
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•
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A majority of our Board consists of "independent" directors as defined under the rules of the NYSE.
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•
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Our Nominating and Corporate Governance Committee, which selects or recommends all of our director nominees, is comprised solely of "independent" directors and operates under a written charter addressing its operation and responsibilities, including the nomination process.
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•
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Our Compensation Committee, which oversees the compensation of our executive officers and the performance of our CEO, is comprised solely of "independent" directors and operates under a written charter addressing its operation and responsibilities.
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•
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Our Audit Committee, which annually appoints our auditors, subject to ratification by our stockholders, and oversees our annual audit, is comprised solely of "independent" directors and operates under a written charter addressing its operation and responsibilities.
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•
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Our Board and each Committee annually conducts a performance self-evaluation overseen by our Nominating and Corporate Governance Committee.
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•
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Our Corporate Governance Guidelines (the "Guidelines") and Committee charters explicitly permit our Board and each Committee to hire their own consultants, legal counsel, and other committee advisors, and we must pay the cost of all such advisors.
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•
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Our Compensation Committee considers, when engaging compensation consultants, legal counsel, or other advisors, certain independence factors, including factors that examine the relationship between the consultant or advisor, or the consultant's or advisor's employer, and us.
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Board Independence
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–
Our Board has determined that six out of seven or all of our directors with the exception of Mr. Burke are "independent" under the NYSE Listing Standards.
–
Our CEO is the only member of management who serves as director.
–
Our Corporate Governance Guidelines provide for the appointment by our independent directors of a Lead Independent Director if our CEO also serves as Chairperson of the Board or if the Chairperson is not otherwise an independent director. Such Lead Independent Director will serve a minimum of a one year term and our Corporate Governance Guidelines set forth the duties of the Lead Independent Director.
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Board Committees
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–
We have three committees of the Board of Directors; the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which is composed entirely of independent directors.
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Each of our three Committees operate under a written charter and report regularly to the Board concerning its activities.
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Board Diversity
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–
Our Board enhanced its diversity with the additions of Tanuja Dehne and Renae Conley in 2017.
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Executive Sessions
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–
Our Board holds regular executive sessions of non-management directors, which are chaired by our Lead Independent Director.
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Board Oversight of Risk
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–
Risk management and internal audit are overseen by our Audit Committee.
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Our Compensation Committee reviews risks arising from our compensation practices so that those practices encourage management only to act in the best interests of our stockholders.
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Our Nominating and Corporate Governance Committee oversees risk associated with potential conflicts of interest as well as effectiveness of our Guidelines.
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Corporate Governance Guidelines
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–
Our Board operates under the Guidelines, which define director qualification standards and other appropriate governance procedures.
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Accountability
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–
Our only authorized stock consists of one class of common stock and one class of preferred stock. Each share of our common stock is entitled to one vote. We have not issued any preferred stock.
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Board Culture
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–
Our Board dedicates time annually for a board culture and governance retreat in addition to annual strategic planning meetings.
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Open Lines of Communication
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–
Our Board promotes open and honest discussions with senior management.
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Our directors have access to all members of management and other employees and are authorized to hire outside consultants or experts at our expense. Directors are invited and encouraged to attend all committee meetings to promote transparency and open communication.
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Self-Evaluation
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–
Our Board and each of the Committees conduct annual self-evaluations.
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Overboarding
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–
Without specific approval from the Board, no director will serve on more than four other public company boards, no Audit Committee member will serve on more than two other public company audit committees, and it is expected that directors who also serve as CEOs or in equivalent positions at other public companies generally should not serve on more than two outside public company boards.
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Mandatory Retirement
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–
Under our Guidelines, directors are required to retire from the Board when they reach the age of 75.
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Stock Ownership Guidelines
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–
Our independent directors are required to own our common stock in the amount of at least $250,000 based on the average of the high and low prices of our common stock on the New York Stock Exchange for any date of determination. As of the record date, all directors were in compliance with this requirement.
–
Our CEO and our Executive Vice Presidents must maintain ownership of our common stock in the amounts of 4x salary and 2x salary, respectively. Each of these individuals is either compliant with this requirement or on track to meet the requirement.
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Our directors and officers are prohibited from (i) engaging in any transactions that are designed to hedge or offset any decrease in the market value of our common stock; and (ii) from purchasing our common stock on margin, borrowing against any account in which our common stock is held or pledging our common stock as collateral for any loan without first obtaining pre-clearance.
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Code of Business Conduct and Code of Ethics for Finance Professionals
|
–
Provides principles for our personnel and Directors to conduct themselves with honesty and integrity in their dealings with our customers, vendors, the communities we serve and one another. We monitor compliance with these policies through our anonymous compliance hotline.
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Clawback Policy
|
–
Our Clawback Policy provides for the recoupment of certain compensation from corporate officers for acts of gross negligence or any willful act or omission resulting in material inaccuracy in our financial statements that requires restatement for any period within the three most recent fiscal years.
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Director
|
Class
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Current Term End Year
|
Independence
|
Audit Committee
|
Compensation Committee
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Nominating and Corporate Governance Committee
|
Richard Burke
|
Class III
|
2019
|
Not Independent
|
|
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Renae Conley
|
Class I
|
2020
|
Independent
|
|
¡
|
¡
|
Tanuja Dehne
|
Class I
|
2020
|
Independent
|
|
l
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|
Michael Hoffman
|
Class II
|
2021
|
Independent
|
|
¡
|
l
|
Michael Koen (1)
|
Class III
|
2019
|
Independent
|
¡
|
|
¡
|
Ernest Mrozek
|
Class II
|
2021
|
Independent
|
¡
|
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|
B. Clyde Preslar
|
Class III
|
2019
|
Independent
|
l
|
|
|
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Richard Burke
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Renae Conley
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Tanuja Dehne
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Michael Hoffman
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Michael Koen
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Ernest Mrozek
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B. Clyde Preslar
|
Skills and Experience:
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CEO/C-level Executive
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
Waste Industry and Other Relevant Industry Operations
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
Corporate Strategy
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
HR/Talent Management/Labor Relations
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
|
Health, Safety and Sustainability
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
|
Legal/Regulatory/Environmental
|
ü
|
ü
|
ü
|
|
|
|
|
Mergers and Acquisitions
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Capital Markets
|
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Sales/Marketing
|
ü
|
|
|
ü
|
|
ü
|
|
Financial Expert
|
|
|
|
|
|
ü
|
ü
|
Executive Compensation Design
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
|
Public Company Governance
|
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Other Commitments:
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|
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|
Number of Other Public Company Boards (if any)
|
|
1
|
1
|
1
|
|
1
|
|
•
|
E. Renae Conley
|
•
|
Tanuja Dehne
|
•
|
Michael Hoffman
|
•
|
Michael Koen
|
•
|
Ernest Mrozek
|
•
|
B. Clyde Preslar
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Committee
|
Number of Meetings
|
Audit
|
5
|
Compensation
|
6
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Nominating and Corporate Governance
|
5
|
•
|
Review and discuss with management and the independent auditor, prior to public dissemination, our annual and quarterly financial statements, including Management's Discussion and Analysis of Financial Condition and Results of Operations; and
|
•
|
Review and discuss earnings press releases with management and the independent auditor.
|
•
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Engage an independent auditor, determine the auditor's compensation and replace the auditor if necessary;
|
•
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Pre-approve all services, including non-audit services provided by the independent auditor;
|
•
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Review at least annually the qualifications, performance and independence of the auditor and present its conclusions to the full Board; and
|
•
|
Review and evaluate the lead audit partner.
|
•
|
Review the integrity of the Company's financial reporting process, including critical accounting policies and practices, and major issues regarding accounting principles and financial statement presentation, and the adequacy of the Company's internal controls;
|
•
|
Review regulatory and accounting initiatives; and
|
•
|
Review with the independent auditor any audit problems and management's responses to such matters.
|
•
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Oversee the Company's internal audit function;
|
•
|
Review reports to management prepared by the internal auditors;
|
•
|
Review with the independent auditors the responsibilities, budget and staffing of the Company's internal audit function; and
|
•
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Oversee the adequacy of the design and effectiveness of the Company’s system of internal controls.
|
•
|
Review and discuss with the General Counsel any significant legal matters;
|
•
|
Review and discuss with management and the independent auditor the Company's guidelines and policies with respect to risk management including cyber risks;
|
•
|
Set policies for hiring of employees or former employees of the independent auditor;
|
•
|
Establish procedures for the receipt of complaints regarding fraud, accounting, internal controls, or auditing matters, and concerns regarding questionable accounting or auditing matters;
|
•
|
Review and approve or ratify transactions between the Company and any "Related Person" that are required to be publicly disclosed;
|
•
|
Review and approve decisions to enter into derivative transactions; and
|
•
|
Oversee the development and administration of appropriate ethics and compliance programs.
|
•
|
First, the Audit Committee discussed with Ernst & Young LLP ("Ernst & Young"), the Company's independent registered public accounting firm for fiscal year 2018, those matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301 Communications with Audit Committees, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process.
|
•
|
Second, the Audit Committee has received from Ernst & Young the written disclosures required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the Company's independent registered public accounting firm's independence, and discussed with them their independence from the company and management.
|
•
|
Third, the Audit Committee met periodically with members of management, the internal auditors and Ernst & Young to review and discuss internal controls over financial reporting. Further, the Audit Committee reviewed and discussed management's report on internal control over financial reporting as of December 31, 2018.
|
•
|
Finally, the Audit Committee reviewed and discussed, with the Company's management and Ernst & Young, the Company's audited consolidated balance sheet as of December 31, 2018, and consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for the fiscal year ended December 31, 2018, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosure.
|
The Audit Committee of the Board of Directors
|
B. Clyde Preslar, Chairperson
|
Michael Koen
|
Ernest Mrozek
|
•
|
Review and establish policies governing the compensation and benefits of our named executive officers;
|
•
|
Review and approve corporate goals and objectives relevant to CEO and other executive officers' compensation;
|
•
|
Evaluate the performance of the CEO and determine and approve the annual salary, bonus, equity-based incentive and other benefits of the CEO;
|
•
|
Review and approve the annual salary, bonus, equity-based incentive and other benefits of other executive officers;
|
•
|
Discuss the results of the stockholder advisory vote on "say on pay," if any, with regard to the named executive officers;
|
•
|
Oversee the administration of all of our equity-based incentive plans;
|
•
|
Recommend to the full Board new company compensation and benefit plans or changes to our existing plans for our other executive officers;
|
•
|
Consider, on at least an annual basis, whether risks arising from the Company's compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company;
|
•
|
Review the independence of the Compensation Committee's compensation consultant;
|
•
|
Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board; and
|
•
|
Such other responsibilities as outlined in the Compensation Committee's written charter.
|
•
|
Establish criteria for the selection of new directors;
|
•
|
Identify candidates to serve on the Board;
|
•
|
Consider questions of independence of members of the Board;
|
•
|
Oversee the evaluation of the Board and its Committees;
|
•
|
Evaluate and recommend to the Board the compensation paid to our non-employee directors;
|
•
|
Recommend members of the Board to serve on Committees;
|
•
|
Periodically review the charter and composition of each Committee of the Board; and
|
•
|
Develop and recommend to the Board corporate governance principles.
|
•
|
An annual cash retainer of $50,000 for service as a non-employee director;
|
•
|
An annual cash retainer of $15,000 for service as the Chairperson of the Audit Committee; and
|
•
|
An annual restricted stock award under the 2016 Plan (as defined below) with a grant date fair market value of $100,000, which will be eligible to vest in full on the third anniversary of the date of grant.
|
•
|
An annual cash retainer of $50,000 for service as a non-employee director;
|
•
|
An annual cash retainer of $10,000 for service as the Chairperson of the Compensation Committee or Nominating and Corporate Governance Committee, if applicable; and
|
•
|
An annual restricted stock award under the 2016 Plan (as defined below) with a grant date fair market value of $100,000, which will be eligible to vest in full on the third anniversary of the date of grant.
|
Name
|
Fees Earned in
Cash ($) |
|
Stock
Awards ($) (1) |
|
Total ($)
|
|||
E. Renae Conley
|
50,000
|
|
|
100,000
|
|
|
150,000
|
|
Tanuja Dehne
|
60,000
|
|
|
100,000
|
|
|
160,000
|
|
Michael Hoffman
|
60,000
|
|
|
100,000
|
|
|
160,000
|
|
Michael Koen
|
—
|
|
|
—
|
|
|
—
|
|
Ernest Mrozek
|
30,208
|
|
|
100,000
|
|
|
130,208
|
|
B. Clyde Preslar
|
65,000
|
|
|
100,000
|
|
|
165,000
|
|
Name
|
Shares Underlying Unvested Restricted Share Awards (#) (1)
|
|
Total Expected Value of Restricted Share Awards ($) (1)
|
||
Non-Employee Directors (1)
|
|
|
|
||
E. Renae Conley
|
12,366
|
|
|
409,933
|
|
Tanuja Dehne
|
12,366
|
|
|
409,933
|
|
Michael Hoffman
|
12,696
|
|
|
420,872
|
|
Ernest Mrozek
|
8,260
|
|
|
273,819
|
|
B. Clyde Preslar
|
12,805
|
|
|
424,486
|
|
|
|
Name
|
Title
|
Richard Burke
|
Chief Executive Officer
|
Steven Carn
|
Executive Vice President, Chief Financial Officer
|
John Spegal
|
Executive Vice President, Chief Operating Officer
|
Michael Slattery
|
Executive Vice President, General Counsel
|
Melissa Westerman (1)
|
Vice President, Chief Accounting Officer and Assistant Treasurer
|
Matthew Gunnelson (2)
|
Former Chief Accounting Officer and Assistant Treasurer
|
(1)
|
On June 25, 2018, Ms. Westerman joined the Company as Chief Accounting Officer of the Company.
|
(2)
|
Mr. Gunnelson ceased being an executive officer on March 23, 2018 when he went on temporary leave. He returned on July 2, 2018 as Vice President of Operational Accounting.
|
•
|
Clawback Policy: Adopted a clawback policy for our CEO and officers of the Company;
|
•
|
Peer Group: Modified the peer group to be more reflective of our size as further described under the "Compensation Determination Process" section below;
|
•
|
Pledging Policy: Adopted a policy that prohibits directors and officers from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our common securities as collateral for any loan, with the exception of shares that were held by the executive or director prior to our initial public offering which may not be pledged without first obtaining pre-clearance;
|
•
|
Employment Agreements: Entered into amended and restated employment agreements with certain NEOs for purposes of creating conformity across NEO employment agreements that replace and supersede the previous agreements, and entered into an employment agreement with Melissa Westerman, our Chief Accounting Officer. Mr. Burke’s change in control severance multiple was increased from two times to three times base salary plus bonus and he is no longer entitled to the Section 280G excise tax gross-up payment provision which expired from his prior agreement. Details on NEO severance arrangements can be found below under “Summary of NEO Employment Agreements.”
|
What We Do
|
What We Don't Do
|
||
þ
|
Pay for performance. A significant portion of our executives' compensation is tied to our financial performance through our management incentive plan and PSUs.
|
ý
|
No excessive perks. We provide limited perquisites which are typically less than 2% of each NEOs total compensation.
|
þ
|
Periodic vesting. Our equity awards vest over periods of at least three years.
|
ý
|
Prohibition against hedging. Our policy prohibits employees and directors from hedging our securities.
|
þ
|
Maximum payout caps for incentive plans. Annual cash incentive and PSU payouts are capped.
|
ý
|
No repricing or exchange of underwater stock options. We do not reprice or buy out options, without stockholder approval.
|
þ
|
Long Term Incentives. A significant portion of our executives' compensation is tied to long-term incentive awards.
|
ý
|
Do not pay dividend equivalents on unvested units. Dividend equivalents are accrued but not paid until RSUs and PSUs become vested.
|
þ
|
Stock ownership requirements. Ensure our CEO and Executive Vice Presidents meet robust stock ownership guidelines.
|
ý
|
No tax gross-ups. Do not provide NEOs with tax gross-ups for perquisites or in the event of a change in control.
|
þ
|
Clawback Policy. Provides for recoupment of certain compensation from directors and officers for gross negligence or any willful act or omission resulting in a material inaccuracy in our financial statements that requires restatement for any period within the three most recent fiscal years.
|
ý
|
Restrictions on Pledging. Our policy prohibits executive officers from pledging our securities acquired from us in connection with, or after, our initial public offering. It also prohibits our directors and officers from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our common securities as collateral for any loan without first obtaining pre-clearance.
|
þ
|
Independent Consultant. The Compensation Committee retains an independent consultant who does not provide services to the Company other than advising the Compensation Committee.
|
|
|
Element
|
Description
|
Rationale
|
Base salary
|
Fixed, periodic cash payment
|
Attract, motivate and retain high caliber talent
|
Cash bonus opportunity
|
Annual cash bonus based on adjusted EBITDA (50%), adjusted EBITDA less capital expenditures (35%) and individual goals (15%)
Opportunity to earn between zero and 200% of target. Actual awards may be higher or lower than target based on financial and individual performance
|
Compensation "at risk" and tied to achievement of business goals and individual performance
Intended to reward executives for driving superior financial results over a one-year timeframe
Provides strong line of sight by recognizing individual performance
|
Long-term equity incentive opportunity
|
|
|
PSUs
|
3-year performance plan tied to adjusted EBITDA (50%), adjusted EBITDA less capital expenditures (30%) and revenue (20%)
PSUs provide the opportunity to earn from zero to 175% of target
|
Compensation "at risk" and tied to achievement of long-term business goals
Alignment with stockholders
Intended to reward executives for driving superior financial results over a multi-year timeframe
|
Restricted stock awards/RSUs
|
Grants of shares that vest in full 3 years from the date of grant
|
Executive retention and alignment with stockholders
|
Stock options
|
Right to purchase stock at grant date price for period of ten years that vest in full 3 years from the date of grant
|
Motivate stock price performance and alignment with stockholders
|
Deferred compensation opportunity and other retirement benefits
|
401(k) matching contributions
|
Attract, motivate and retain high caliber talent
|
Severance and other benefits potentially payable upon termination of employment without cause, resignation for Good Reason or upon termination following a change in control
|
Multiple of base salary and annual bonus; subsidized COBRA and accelerated stock awards
|
Attract, motivate and retain high caliber talent
Assures the continuing performance of executives in the face of a possible termination of employment
|
Perquisites
|
Automobile allowance/Company plane usage/life insurance benefits
|
Attract, motivate and retain high caliber talent
|
Clean Harbors, Inc.
|
Martin Marietta Materials, Inc.
|
Team, Inc.
|
Covanta Holding Corporation
|
Rollins, Inc.
|
Unifirst Corporation
|
Forward Air Corp.
|
ServiceMaster Global Holdings, Inc.
|
Waste Connections, Inc.
|
Herc Holdings, Inc.
|
Stericycle, Inc.
|
|
Name
|
Base Salary
|
Target Bonus % of Base Salary
|
Target Bonus $
|
Richard Burke
|
$775,000
|
120%
|
$930,000
|
Steven Carn
|
$440,000
|
100%
|
$440,000
|
John Spegal
|
$440,000
|
100%
|
$440,000
|
Michael Slattery
|
$365,000
|
80%
|
$292,000
|
Melissa Westerman (1)
|
$120,750
|
60%
|
$72,450
|
Matthew Gunnelson (2)
|
$208,741
|
50%
|
$95,000
|
(1)
|
Effective June 25, 2018, Ms. Westerman was appointed Chief Accounting Officer of the Company. The above reflects Ms. Westerman's prorated base salary and target bonus opportunity. Her full annual salary for fiscal year 2018 was $230,000.
|
(2)
|
Effective March 23, 2018, Mr. Gunnelson went on temporary leave. He returned on July 2, 2018 as Vice President of Operational Accounting. The above reflects Mr. Gunnelson's prorated base salary and target bonus opportunity. His full annual salary for fiscal year 2018 while serving as Chief Accounting Officer was $275,000 and his full annual salary for fiscal year 2018 while serving as Vice President of Operational Accounting was $190,000.
|
Measure
|
Weighting
% of Total
|
Performance Level
|
2018
Actual
|
Calculated
Payout as
a % of Target
|
|||
Threshold
|
Target
|
Max
|
|||||
Adjusted EBITDA (1)
|
50%
|
$400.5
|
$433.0
|
$476.3
|
$422.1
|
97.5%
|
|
Adjusted EBITDA less Capital Expenditures (1)
|
35%
|
$226.0
|
$244.3
|
$268.7
|
$233.5
|
60.0%
|
|
Total Performance Goals
|
85%
|
—
|
—
|
—
|
—
|
82.1%
|
Name
|
Target Bonus $
|
Percent of Target
|
Actual
Bonus $
|
||
Performance Goals
(85%)
|
Individual
Goals
(15%)
|
Total
(100%)
|
|||
Richard Burke
|
$930,000
|
82.1%
|
43.1%
|
76.3%
|
$709,125
|
Steven Carn
|
$440,000
|
82.1%
|
65.8%
|
79.7%
|
$350,500
|
John Spegal
|
$440,000
|
82.1%
|
43.1%
|
76.3%
|
$335,500
|
Michael Slattery
|
$292,000
|
82.1%
|
77.3%
|
81.4%
|
$237,650
|
Melissa Westerman (1)
|
$72,450
|
82.1%
|
135.1%
|
90.1%
|
$65,243
|
•
|
PSUs: 50% of the award value
|
•
|
RSUs: 25% of the award value
|
•
|
Stock options: 25% of the award value
|
Measure
|
Weighting
% of Total
|
Performance Level
|
2018
Actual
|
Calculated
Payout as
a % of Target
|
|||
Threshold
|
Target
|
Max
|
|||||
Adjusted EBITDA (1)
|
50%
|
$389.7
|
$433.0
|
$476.3
|
$422.1
|
81.25%
|
|
Adjusted EBITDA less Capital Expenditures (1)
|
30%
|
$219.9
|
$244.3
|
$268.7
|
$233.5
|
67.7%
|
|
Revenue (excluding fuel surcharges, commodity sales and landfill gas sales)
|
20%
|
$1,313.4
|
$1,459.3
|
$1,605.2
|
$1,477.1
|
109.1%
|
|
Total Performance Goals
|
100%
|
—
|
—
|
—
|
—
|
82.7%
|
Name
|
|
Shares Underlying Vested In-the-Money Advanced Disposal Stock Options (#) (2)
|
|
Expected Value of Vested In-the-Money Advanced Disposal Stock Options ($) (1) (2)
|
|
Shares Underlying Unvested In-the-Money Advanced Disposal Stock Options (#)
|
|
Expected Value of Unvested In-the-Money Advanced Disposal Stock Options ($) (1)
|
|
Total Expected Value of In-the-Money Advanced Disposal Stock Options ($) (1)
|
|||||
Richard Burke
|
|
645,366
|
|
|
9,617,421
|
|
|
389,500
|
|
|
3,761,794
|
|
|
13,379,214
|
|
Steven Carn
|
|
161,237
|
|
|
2,661,189
|
|
|
98,665
|
|
|
964,984
|
|
|
3,626,173
|
|
John Spegal
|
|
217,046
|
|
|
3,155,929
|
|
|
92,993
|
|
|
905,798
|
|
|
4,061,728
|
|
Michael Slattery
|
|
181,264
|
|
|
2,635,962
|
|
|
67,899
|
|
|
656,118
|
|
|
3,292,081
|
|
Melissa Westerman
|
|
—
|
|
|
—
|
|
|
6,919
|
|
|
44,677
|
|
|
44,677
|
|
Matthew Gunnelson
|
|
89,203
|
|
|
1,253,218
|
|
|
29,400
|
|
|
351,004
|
|
|
1,604,223
|
|
Name
|
|
Shares Underlying Unvested Performance Share Unit Awards (#) (1)
|
|
Total Expected Value of Performance Share Unit Awards ($) (1)
|
||
Executive Officers
|
|
|
|
|
||
Richard Burke
|
|
138,351
|
|
|
4,586,336
|
|
Steven Carn
|
|
50,109
|
|
|
1,661,113
|
|
John Spegal
|
|
47,368
|
|
|
1,570,249
|
|
Michael Slattery
|
|
34,585
|
|
|
1,146,493
|
|
Melissa Westerman
|
|
3,747
|
|
|
124,213
|
|
Matthew Gunnelson
|
|
4,512
|
|
|
149,573
|
|
Name
|
|
Shares Underlying Unvested Restricted Share Unit Awards (#) (1)
|
|
Total Expected Value of Restricted Share Unit Awards ($) (1)
|
||
Executive Officers
|
|
|
|
|
||
Richard Burke
|
|
69,175
|
|
|
2,293,151
|
|
Steven Carn
|
|
70,180
|
|
|
2,326,467
|
|
John Spegal
|
|
23,683
|
|
|
785,091
|
|
Michael Slattery
|
|
17,292
|
|
|
573,230
|
|
Melissa Westerman
|
|
1,873
|
|
|
62,090
|
|
Matthew Gunnelson
|
|
2,256
|
|
|
74,786
|
|
Name
|
|
2019 Guaranteed Annual Bonus ($)
|
|
2020 Guaranteed Annual Bonus ($)
|
|
Total Guaranteed Annual Bonuses ($)
|
|||
Richard Burke
|
|
1,080,000
|
|
|
1,080,000
|
|
|
2,160,000
|
|
Steven Carn
|
|
462,000
|
|
|
462,000
|
|
|
924,000
|
|
John Spegal
|
|
450,000
|
|
|
450,000
|
|
|
900,000
|
|
Michael Slattery
|
|
308,000
|
|
|
308,000
|
|
|
616,000
|
|
Melissa Westerman
|
|
144,000
|
|
|
144,000
|
|
|
288,000
|
|
Matthew Gunnelson
|
|
96,900
|
|
|
96,900
|
|
|
193,800
|
|
•
|
the closing date of the Merger is December 31, 2019, which, solely for purposes of this specified compensation disclosure, is the assumed date of the closing of the Merger and to be used only for illustrative purposes;
|
•
|
immediately following the effective time of the Merger, the employment of each of the NEOs is terminated by Advanced Disposal without cause or by the NEO with good reason under his or her employment agreement (we refer to such a termination or resignation as a “covered termination”);
|
•
|
all annual bonus payments will pay out based on the NEO’s 2019 target annual bonus; and
|
•
|
the value of a share of Advanced Disposal common stock is $33.15, which is the per share consideration to be paid in the Merger.
|
Name
|
|
Cash ($) (1)
|
|
Equity ($) (2)
|
|
Perquisites/Benefits ($) (3)
|
|
Tax Reimbursement ($) (4)
|
|
Total ($)
|
|||||
Richard Burke
|
|
8,136,000
|
|
|
10,641,281
|
|
|
58,503
|
|
|
—
|
|
|
18,835,784
|
|
Steven Carn
|
|
2,772,000
|
|
|
4,952,564
|
|
|
39,002
|
|
|
—
|
|
|
7,763,566
|
|
John Spegal
|
|
2,700,000
|
|
|
3,261,138
|
|
|
69,780
|
|
|
31,354
|
|
|
6,062,272
|
|
Michael Slattery
|
|
2,002,000
|
|
|
2,375,841
|
|
|
39,002
|
|
|
—
|
|
|
4,416,843
|
|
Melissa Westerman
|
|
1,056,000
|
|
|
230,980
|
|
|
26,085
|
|
|
—
|
|
|
1,313,065
|
|
Matthew Gunnelson
|
|
775,000
|
|
|
575,363
|
|
|
11,003
|
|
|
—
|
|
|
1,361,566
|
|
Name
|
|
Expected Value of Accelerated Stock Options ($)
|
|
Expected Value of Accelerated Performance Share Unit Awards ($) (a)
|
|
Expected Value of Accelerated Restricted Share Unit Awards ($)
|
|
Total Expected Value of Accelerated Equity ($)
|
||||
Richard Burke
|
|
3,761,794
|
|
|
4,586,336
|
|
|
2,293,151
|
|
|
10,641,281
|
|
Steven Carn
|
|
964,984
|
|
|
1,661,113
|
|
|
2,326,467
|
|
|
4,952,564
|
|
John Spegal
|
|
905,798
|
|
|
1,570,249
|
|
|
785,091
|
|
|
3,261,138
|
|
Michael Slattery
|
|
656,118
|
|
|
1,146,493
|
|
|
573,230
|
|
|
2,375,841
|
|
Melissa Westerman
|
|
44,677
|
|
|
124,213
|
|
|
62,090
|
|
|
230,980
|
|
Matthew Gunnelson
|
|
351,004
|
|
|
149,573
|
|
|
74,786
|
|
|
575,363
|
|
|
|
Year
|
|
Salary ($)
|
|
Stock Awards ($) (1)
|
|
Option Awards ($) (2)
|
|
Non-Equity
Incentive Plan Compensation ($)(3) |
|
All Other
Compensation ($) (6) |
|
Total ($)
|
||||||
Richard Burke
|
|
2018
|
|
775,000
|
|
|
1,500,000
|
|
|
500,000
|
|
|
709,125
|
|
|
66,914
|
|
|
3,551,039
|
|
Chief Executive Officer
|
|
2017
|
|
618,000
|
|
|
1,500,000
|
|
|
1,192,752
|
|
|
459,180
|
|
|
41,290
|
|
|
3,811,222
|
|
|
|
2016
|
|
600,000
|
|
|
3,049,794
|
|
|
1,324,930
|
|
|
609,006
|
|
|
42,244
|
|
|
5,625,974
|
|
Steven Carn
|
|
2018
|
|
440,000
|
|
|
1,581,227
|
|
|
193,746
|
|
|
350,500
|
|
|
21,662
|
|
|
2,587,135
|
|
Executive Vice President, Chief Financial Officer
|
|
2017
|
|
412,000
|
|
|
581,988
|
|
|
193,996
|
|
|
255,100
|
|
|
21,910
|
|
|
1,464,994
|
|
|
|
2016
|
|
400,000
|
|
|
1,317,922
|
|
|
598,407
|
|
|
338,337
|
|
|
21,666
|
|
|
2,676,332
|
|
John Spegal
|
|
2018
|
|
440,000
|
|
|
581,235
|
|
|
193,746
|
|
|
335,500
|
|
|
31,975
|
|
|
1,582,456
|
|
Executive Vice President, Chief Operating Officer
|
|
2017
|
|
412,000
|
|
|
506,968
|
|
|
169,000
|
|
|
255,100
|
|
|
22,385
|
|
|
1,365,453
|
|
|
|
2016
|
|
400,000
|
|
|
1,257,669
|
|
|
1,010,709
|
|
|
338,337
|
|
|
22,140
|
|
|
3,028,855
|
|
Michael Slattery
|
|
2018
|
|
365,000
|
|
|
393,717
|
|
|
131,250
|
|
|
237,650
|
|
|
31,150
|
|
|
1,158,767
|
|
Executive Vice President, General Counsel
|
|
2017
|
|
330,000
|
|
|
379,500
|
|
|
126,495
|
|
|
163,462
|
|
|
20,105
|
|
|
1,019,562
|
|
|
|
2016
|
|
320,000
|
|
|
1,027,448
|
|
|
835,872
|
|
|
203,002
|
|
|
19,636
|
|
|
2,405,958
|
|
Melissa Westerman (4)
Vice President, Chief Accounting Officer |
|
2018
|
|
120,750
|
|
|
—
|
|
|
—
|
|
|
65,243
|
|
|
6,575
|
|
|
192,568
|
|
Matthew Gunnelson (5)
|
|
2018
|
|
208,741
|
|
|
150,000
|
|
|
50,000
|
|
|
77,438
|
|
|
16,425
|
|
|
502,604
|
|
Former Chief Accounting Officer,
Current Vice President of Operational Accounting |
|
2017
|
|
250,568
|
|
|
—
|
|
|
42,560
|
|
|
118,087
|
|
|
19,800
|
|
|
431,015
|
|
(1)
|
Represents restricted stock and PSUs granted under the 2012 Plan and RSUs and PSUs granted under the 2016 Plan. Amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported in fiscal year 2018, see the discussion contained in Note 15 to our audited consolidated financial statements for the period ended December 31, 2018 included in our Form 10-K.
|
|
|
Year
|
|
Aggregate Grant Date Fair Value of PSUs, Assuming Target Level of Performance Achieved ($)
|
|
Aggregate Grant Date Fair Value of PSUs Assuming Highest Level of Performance Achieved ($)
|
||
Richard Burke
|
|
2018
|
|
1,000,000
|
|
|
1,750,000
|
|
|
|
2017
|
|
1,000,000
|
|
|
1,750,000
|
|
|
|
2016
|
|
699,871
|
|
|
1,224,774
|
|
Steven Carn
|
|
2018
|
|
387,490
|
|
|
678,107
|
|
|
|
2017
|
|
387,992
|
|
|
678,986
|
|
|
|
2016
|
|
211,964
|
|
|
370,937
|
|
John Spegal
|
|
2018
|
|
387,490
|
|
|
678,107
|
|
|
|
2017
|
|
337,986
|
|
|
591,476
|
|
|
|
2016
|
|
238,454
|
|
|
417,295
|
|
Michael Slattery
|
|
2018
|
|
262,485
|
|
|
459,349
|
|
|
|
2017
|
|
253,000
|
|
|
442,750
|
|
|
|
2016
|
|
184,965
|
|
|
323,689
|
|
Matthew Gunnelson
|
|
2018
|
|
100,000
|
|
|
175,000
|
|
(2)
|
Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported in fiscal 2018, see the discussion contained in Note 15 to our audited consolidated financial statements for the period ended December 31, 2018 included in our Form 10-K.
|
(3)
|
Amounts represent awards paid under our MIP in respect of the year earned. See "Compensation Discussion and Analysis—Elements of the Company's Executive Compensation Program—Cash Bonus Opportunities—Fiscal year 2018 MIP" above for a description of our MIP.
|
(4)
|
Ms. Westerman joined the Company in fiscal year 2018 and was appointed Chief Accounting Officer of the Company, effective June 25, 2018. Ms. Westerman's annual base salary for fiscal year 2018 was $230,000.
|
(5)
|
Mr. Gunnelson was not an NEO during fiscal 2016 therefore his compensation information is not presented for that year. Effective March 23, 2018, Mr. Gunnelson went on temporary leave. He returned on July 2, 2018 as Vice President of Operational Accounting. The above reflects Mr. Gunnelson's prorated base salary, bonus, equity awards and other compensation for fiscal year 2018.
|
(6)
|
The supplemental table below sets forth the details of amounts reported as "All Other Compensation" for fiscal year 2018. For fiscal year 2018, the All Other Compensation column includes amounts related to executive perquisites provided by us, which includes severance, company car, plane usage, 401(k) contributions and life insurance premiums as detailed in the chart below.
|
|
|
Auto ($) (1)
|
|
Plane ($) (2)
|
|
401(k)
Matching
Contributions ($)
|
|
Other ($) (3)
|
|
Total All Other
Compensation ($)
|
|||||
Richard Burke
|
|
17,477
|
|
|
36,055
|
|
|
9,250
|
|
|
4,132
|
|
|
66,914
|
|
Steven Carn
|
|
10,800
|
|
|
—
|
|
|
8,930
|
|
|
1,932
|
|
|
21,662
|
|
John Spegal
|
|
12,000
|
|
|
9,519
|
|
|
9,250
|
|
|
1,206
|
|
|
31,975
|
|
Michael Slattery
|
|
10,800
|
|
|
13,635
|
|
|
5,556
|
|
|
1,159
|
|
|
31,150
|
|
Melissa Westerman
|
|
4,615
|
|
|
—
|
|
|
829
|
|
|
1,131
|
|
|
6,575
|
|
Matthew Gunnelson
|
|
10,011
|
|
|
—
|
|
|
5,547
|
|
|
867
|
|
|
16,425
|
|
(1)
|
Each NEO is entitled to the usage of an automobile of their choosing through either an auto allowance or company car up to a maximum amount per month.
|
(2)
|
Personal use of corporate aircraft is valued based on the aggregate incremental cost to us on a fiscal-year basis. The incremental cost to us of personal use of corporate aircraft is calculated based on our variable operating cost, which includes the cost of fuel, aircraft maintenance, crew travel, on-board catering, landing fees, ramp fees and other smaller variable costs. Because our corporate aircraft is used primarily for business travel, fixed costs that do not change based on usage, such as pilots' salaries and purchase and lease costs, are excluded from this calculation.
|
(3)
|
Other amounts, excluding those detailed above for the respective individuals, generally include payments on life and long-term disability insurance.
|
|
|
|
Estimated Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (#)
|
All Other Equity
Awards: Number of Securities Underlying Awards (#) (1) |
Exercise Price of Stock Options
($/Sh) |
Grant Date
Fair Value of Awards (2) |
||||||||||||||||||
|
|
|
||||||||||||||||||||||||
|
Type of
Award |
Grant
Date |
||||||||||||||||||||||||
Name
|
Threshold
|
Target
|
Maximum
|
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||
Richard Burke
|
Cash Bonus
|
—
|
$
|
279,000
|
|
$
|
930,000
|
|
$
|
1,860,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
|
Restricted Stock Units
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
22,563
|
|
—
|
|
$
|
500,000
|
|
||||
|
PSUs
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
11,282
|
|
45,126
|
|
78,971
|
|
—
|
|
—
|
|
$
|
1,000,000
|
|
||||
|
Stock Options
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
86,956
|
|
$
|
22.16
|
|
$
|
500,000
|
|
|||
Steven Carn
|
Cash Bonus
|
—
|
$
|
132,000
|
|
$
|
440,000
|
|
$
|
880,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
|
Restricted Stock Units
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
53,869
|
|
—
|
|
$
|
1,193,737
|
|
||||
|
PSUs
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
4,372
|
|
17,486
|
|
30,601
|
|
—
|
|
—
|
|
$
|
387,490
|
|
||||
|
Stock Options
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
33,695
|
|
$
|
22.16
|
|
$
|
193,746
|
|
|||
John Spegal
|
Cash Bonus
|
—
|
$
|
132,000
|
|
$
|
440,000
|
|
$
|
880,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
|
Restricted Stock Units
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
8,743
|
|
—
|
|
$
|
193,745
|
|
||||
|
PSUs
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
4,372
|
|
17,486
|
|
30,601
|
|
—
|
|
—
|
|
$
|
387,490
|
|
||||
|
Stock Options
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
33,695
|
|
$
|
22.16
|
|
$
|
193,746
|
|
|||
Michael Slattery
|
Cash Bonus
|
—
|
$
|
87,600
|
|
$
|
292,000
|
|
$
|
584,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
|
Restricted Stock Units
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
5,922
|
|
—
|
|
$
|
131,232
|
|
||||
|
PSUs
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
2,961
|
|
11,845
|
|
20,729
|
|
—
|
|
—
|
|
$
|
262,485
|
|
||||
|
Stock Options
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
22,826
|
|
$
|
22.16
|
|
$
|
131,250
|
|
|||
Melissa Westerman
|
Cash Bonus
|
—
|
$
|
41,400
|
|
$
|
138,000
|
|
$
|
276,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Matthew Gunnelson
|
Cash Bonus
|
—
|
$
|
57,750
|
|
$
|
192,500
|
|
$
|
385,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
|
Restricted Stock Units
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,256
|
|
—
|
|
$
|
50,000
|
|
||||
|
PSUs
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
1,128
|
|
4,512
|
|
7,896
|
|
—
|
|
—
|
|
$
|
100,000
|
|
||||
|
Stock Options
|
2/26/2018
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
8,695
|
|
$
|
22.16
|
|
$
|
50,000
|
|
(1)
|
Represents stock options and RSUs granted under the 2016 Plan. For a discussion of the assumptions and methodologies used to calculate the amounts reported in fiscal year 2018, see the discussion contained in Note 15 to our audited consolidated financial statements for the period ended December 31, 2018 included in our Form 10-K.
|
(2)
|
Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
•
|
Richard Burke. We entered into an employment agreement with Mr. Burke on November 20, 2012, under which he serves as our CEO and is entitled to be nominated for a seat on our Board of Directors, which was amended on July 18, 2014 and June 24, 2016 to reflect developments in his role and our compensation programs. On November 7, 2018, we amended the terms of his employment in a restated agreement.
|
•
|
Steven Carn. We entered into an employment agreement with Mr. Carn on November 20, 2012, under which he serves as our Chief Financial Officer. On November 14, 2018, we amended the terms of his employment in a restated agreement.
|
•
|
John Spegal. We entered into an employment agreement with Mr. Spegal on May 1, 2014, under which he serves as our Chief Operating Officer. On November 13, 2018, we amended the terms of his employment in a restated agreement.
|
•
|
Michael Slattery. We entered into an employment agreement with Mr. Slattery on May 29, 2015, under which he serves as our Executive Vice President, General Counsel and Secretary. On November 7, 2018, we amended the terms of his employment in a restated agreement.
|
•
|
Melissa Westerman. We entered into an employment agreement with Ms. Westerman on November 9, 2018, under which she serves as our Vice President, Chief Accounting Officer and Assistant Treasurer.
|
•
|
Matthew Gunnelson. We entered into an employment agreement with Mr. Gunnelson on March 31, 2015, under which he had served as our Chief Accounting Officer. Following his return from leave in 2018, his title was changed to Vice President of Operational Accounting and he signed a new employment agreement.
|
•
|
Base Salary. $775,000 for Mr. Burke, $440,000 for Messrs. Carn and Spegal and $365,000 for Mr. Slattery, each of which reflect increases in 2018 and, in the cases of Messrs. Burke, Carn and Spegal, are subject to annual increases not less than 100% of CPI. Ms. Westerman is entitled to receive $230,000 per year.
|
•
|
Annual Bonus. Participation in the Company’s performance based bonus program with a target annual cash bonus amount up to a certain percentage of annual base salary (120% for Mr. Burke, 100% for each of Messrs. Carn and Spegal, 80% for Mr. Slattery, and 60% for Ms. Westerman). The employment agreements provide that any compensation awarded under our equity plan is subject to any recoupment policy adopted by the Company from time to time.
|
•
|
Equity. Participation in our current equity compensation plan, as amended from time to time. The employment agreements of Messrs. Burke, Carn, Spegal and Slattery, and Ms. Westerman, provide that any compensation awarded under our equity plan is subject to any recoupment policy adopted by the Company from time to time.
|
•
|
Benefits. Benefits include: (1) participation in the group medical, dental, health and pension or profit-sharing plans which we make available to senior level employees; (2) six weeks of vacation for Messrs. Burke, Carn and Spegal and four weeks of vacation for Mr. Slattery and Ms. Westerman; (3) a Company automobile or allowance for an automobile; and (4) reimbursement for reasonable business expenses. Mr. Spegal is also entitled to receive a Company cell phone and a benefit of $50,000 net of taxes, for relocation services.
|
•
|
Severance. As provided in the 2018 amendments and in Ms. Westerman’s employment agreement, severance benefits are payable to the named executive officers in connection with a termination without “cause” or resignation for “good reason” or termination in connection with or within two years following a change of control. “Good reason” is defined as (1) breach of the executive’s employment agreement by the Company, (2) a relocation of the principal place of business to a location that represents a material change (50 miles) in geographic location, or (3) a material diminution in authority, duties, responsibilities, reporting position or compensation. Changes were made in the 2018 amendments to conform the definition of “good reason” for all NEOs and clarify the treatment of terms in connection with a change of control.
|
•
|
Restrictive Covenants. The employment agreements include certain non-competition, non-solicitation and employee non-interference covenants during employment and for two years following termination of employment for any reason, as well as perpetual confidentiality covenants. All severance benefits are subject to the execution and non-revocation of a general release.
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Name
|
|
Award Type
|
|
Grant Date
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of Shares or Units of Stock that Have Not Vested
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($) (5)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have not Vested ($)
|
|||||||
Richard Burke
|
|
Stock Options
|
|
2/26/2018
|
|
—
|
|
|
86,956
|
|
|
(3)
|
|
22.16
|
|
|
2/26/2028
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
22,563
|
(3)
|
540,158
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
12,440
|
(6)
|
297,814
|
|
|
7,521
|
|
|
180,053
|
|
|
|
Stock Options
|
|
3/15/2017
|
|
|
|
|
118,217
|
|
|
(3)
|
|
23.30
|
|
|
3/15/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
2/27/2017
|
|
—
|
|
|
96,153
|
|
|
(3)
|
|
22.00
|
|
|
2/27/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
22,727
|
(3)
|
544,084
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
22,394
|
(6)
|
536,112
|
|
|
3,788
|
|
|
90,685
|
|
|
|
Stock Options
|
|
10/5/2016
|
|
—
|
|
|
169,205
|
|
|
(3)
|
|
18.00
|
|
|
10/5/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
10/5/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
111,111
|
(3)
|
2,659,997
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
6/24/2016
|
|
30,653
|
|
|
15,327
|
|
|
(4)
|
|
24.28
|
|
|
6/24/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Restricted Stock Awards
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,801
|
(4)
|
114,936
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
20,983
|
(6)
|
502,333
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
4/25/2013
|
|
978
|
|
|
—
|
|
|
(1)
|
|
17.70
|
|
|
4/25/2023
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
11/20/2012
|
|
429,203
|
|
|
—
|
|
|
(2)
|
|
17.70
|
|
|
11/20/2022
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
Steven Carn
|
|
Stock Options
|
|
2/26/2018
|
|
—
|
|
|
33,695
|
|
|
(3)
|
|
22.16
|
|
|
2/26/2028
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
53,869
|
(3)
|
1,289,624
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,820
|
(6)
|
115,391
|
|
|
2,914
|
|
|
69,761
|
|
|
|
Stock Options
|
|
2/27/2017
|
|
—
|
|
|
37,307
|
|
|
(3)
|
|
22.00
|
|
|
2/27/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
8,818
|
(3)
|
211,103
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
8,689
|
(6)
|
208,015
|
|
|
1,469
|
|
|
35,168
|
|
|
|
Stock Options
|
|
10/5/2016
|
|
—
|
|
|
84,604
|
|
|
(3)
|
|
18.00
|
|
|
10/5/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
10/5/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
55,556
|
(3)
|
1,330,011
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
6/24/2016
|
|
9,285
|
|
|
4,642
|
|
|
(4)
|
|
24.28
|
|
|
6/24/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Restricted Stock Awards
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,462
|
(4)
|
35,000
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
6,357
|
(6)
|
152,187
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
4/25/2013
|
|
1,610
|
|
|
—
|
|
|
(1)
|
|
17.70
|
|
|
4/25/2023
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
4/26/2012
|
|
61,096
|
|
|
—
|
|
|
(1)
|
|
13.00
|
|
|
4/26/2022
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
John Spegal
|
|
Stock Options
|
|
2/26/2018
|
|
—
|
|
|
33,695
|
|
|
(3)
|
|
22.16
|
|
|
2/26/2028
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
8,743
|
(3)
|
209,307
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,820
|
(6)
|
115,391
|
|
|
2,914
|
|
|
69,761
|
|
|
|
Stock Options
|
|
2/27/2017
|
|
—
|
|
|
32,500
|
|
|
(3)
|
|
22.00
|
|
|
2/27/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
7,681
|
(3)
|
183,883
|
|
|
—
|
|
|
—
|
|
|
|
PSU's
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
7,569
|
(6)
|
181,202
|
|
|
1,280
|
|
|
30,643
|
|
|
|
Stock Options
|
|
10/5/2016
|
|
—
|
|
|
152,285
|
|
|
(3)
|
|
18.00
|
|
|
10/5/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
10/5/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
50,000
|
(3)
|
1,197,000
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
6/24/2016
|
|
10,429
|
|
|
5,215
|
|
|
(4)
|
|
24.28
|
|
|
6/24/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Restricted Stock Awards
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,637
|
(4)
|
39,190
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
7,156
|
(6)
|
171,315
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
3/4/2015
|
|
7,255
|
|
|
1,814
|
|
|
(1)
|
|
18.80
|
|
|
3/4/2025
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
5/14/2014
|
|
3,036
|
|
|
—
|
|
|
(1)
|
|
19.10
|
|
|
5/14/2024
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
5/14/2014
|
|
24,659
|
|
|
—
|
|
|
(1)
|
|
19.10
|
|
|
5/14/2024
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
4/25/2013
|
|
12,353
|
|
|
—
|
|
|
(1)
|
|
17.70
|
|
|
4/25/2023
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Name
|
|
Award Type
|
|
Grant Date
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($) (5)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have not Vested ($)
|
|||||||
Michael Slattery
|
|
Stock Options
|
|
2/26/2018
|
|
—
|
|
|
22,826
|
|
|
(3)
|
|
22.16
|
|
|
2/26/2028
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,922
|
(3)
|
141,773
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,265
|
(6)
|
78,164
|
|
|
1,974
|
|
|
47,258
|
|
|
|
Stock Options
|
|
2/27/2017
|
|
—
|
|
|
24,326
|
|
|
(3)
|
|
22.00
|
|
|
2/27/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,750
|
(3)
|
137,655
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
2/27/2017
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,666
|
(6)
|
135,644
|
|
|
958
|
|
|
22,935
|
|
|
|
Stock Options
|
|
10/5/2016
|
|
—
|
|
|
126,904
|
|
|
(3)
|
|
18.00
|
|
|
10/5/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
10/5/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
41,667
|
(3)
|
997,508
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
6/24/2016
|
|
8,109
|
|
|
4,054
|
|
|
(4)
|
|
24.28
|
|
|
6/24/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Restricted Stock Awards
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,272
|
(4)
|
30,452
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
6/24/2016
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,558
|
(6)
|
133,059
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
3/4/2015
|
|
4,147
|
|
|
1,037
|
|
|
(1)
|
|
18.80
|
|
|
3/4/2025
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
3/4/2015
|
|
29,610
|
|
|
7,403
|
|
|
(1)
|
|
18.80
|
|
|
3/4/2025
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
Matthew Gunnelson
|
|
Stock Options
|
|
2/26/2018
|
|
—
|
|
|
8,695
|
|
|
(3)
|
|
22.16
|
|
|
2/26/2028
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,256
|
|
54,009
|
|
|
—
|
|
|
—
|
|
|
|
PSU's
|
|
2/26/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,244
|
|
29,781
|
|
|
752
|
|
|
18,003
|
|
|
|
Stock Options
|
|
2/27/2017
|
|
3,200
|
|
|
4,800
|
|
|
(1)
|
|
22.00
|
|
|
2/27/2027
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
10/5/2016
|
|
34,213
|
|
|
22,809
|
|
|
(1)
|
|
18.00
|
|
|
10/5/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
5/2/2016
|
|
7,122
|
|
|
4,748
|
|
|
(1)
|
|
24.28
|
|
|
5/2/2026
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
3/4/2015
|
|
3,627
|
|
|
907
|
|
|
(1)
|
|
18.80
|
|
|
3/4/2025
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
5/14/2014
|
|
10,660
|
|
|
—
|
|
|
(1)
|
|
19.10
|
|
|
5/14/2024
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Stock Options
|
|
4/25/2013
|
|
12,353
|
|
|
—
|
|
|
(1)
|
|
17.70
|
|
|
4/25/2023
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
These time-vested options vested 20% on date of grant and 20% ratably thereafter on each annual anniversary of the date of grant.
|
(2)
|
These stock options vested 100% with Mr. Burke's selection as CEO.
|
(3)
|
These stock options and RSUs vest 100% three years from the date of grant.
|
(4)
|
These stock options and restricted stock awards vest 33% ratably on each annual anniversary of the date of grant.
|
(5)
|
The values of the restricted stock awards, RSUs and PSUs are based on $23.94 per share, which was the closing price of our common stock on December 31, 2018, the last trading day of our fiscal year.
|
(6)
|
Amounts shown in the "Number of Shares or Units of Stock that Have Not Vested" column reflect shares earned subject to a continued services vesting requirement and unearned PSUs at the threshold level are shown in the "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" column. One third of the PSUs are measured in each of the three fiscal years ending subsequent to the grant date and all earned PSUs vest in full on the third anniversary of the grant date.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Vesting
|
|
|
Value Realized on Vesting ($)
|
|
Richard Burke
|
|
4,801
|
|
|
117,769
|
|
Steven Carn
|
|
1,462
|
|
|
35,863
|
|
John Spegal
|
|
1,637
|
|
|
40,155
|
|
Michael Slattery
|
|
1,271
|
|
|
31,178
|
|
Name
|
|
Item of
Compensation
|
|
Termination
Upon
Death/Disability ($)
|
|
Termination Upon Retirement ($)
|
|
Termination
Not for Cause
or Good Reason ($)
|
|
Termination
Upon
Change in
Control ($)
|
||||
Richard Burke
|
|
Bonus
|
|
930,000
|
|
|
—
|
|
|
930,000
|
|
|
930,000
|
|
|
|
Additional Severance (1)
|
|
36,000
|
|
|
—
|
|
|
36,000
|
|
|
36,000
|
|
|
|
Unvested Stock Awards (2)
|
|
7,996,542
|
|
|
7,996,542
|
|
|
7,996,542
|
|
|
9,518,455
|
|
|
|
Severance
|
|
3,410,000
|
|
|
—
|
|
|
3,410,000
|
|
|
5,115,000
|
|
|
|
Total Payments
|
|
12,372,542
|
|
|
7,996,542
|
|
|
12,372,542
|
|
|
15,599,455
|
|
Steven Carn
|
|
Bonus
|
|
440,000
|
|
|
—
|
|
|
440,000
|
|
|
440,000
|
|
|
|
Unvested Stock Awards (2)
|
|
4,294,728
|
|
|
4,294,728
|
|
|
4,294,728
|
|
|
4,868,904
|
|
|
|
Severance
|
|
1,760,000
|
|
|
—
|
|
|
1,760,000
|
|
|
1,760,000
|
|
|
|
Total Payments
|
|
6,494,728
|
|
|
4,294,728
|
|
|
6,494,728
|
|
|
7,068,904
|
|
John Spegal
|
|
Bonus
|
|
440,000
|
|
|
—
|
|
|
440,000
|
|
|
440,000
|
|
|
|
Unvested Stock Awards (2)
|
|
3,409,480
|
|
|
3,396,909
|
|
|
3,396,909
|
|
|
3,950,616
|
|
|
|
Severance
|
|
1,760,000
|
|
|
—
|
|
|
1,760,000
|
|
|
1,760,000
|
|
|
|
Total Payments
|
|
5,609,480
|
|
|
3,396,909
|
|
|
5,596,909
|
|
|
6,150,616
|
|
Michael Slattery
|
|
Bonus
|
|
292,000
|
|
|
—
|
|
|
292,000
|
|
|
292,000
|
|
|
|
Unvested Stock Awards (2)
|
|
2,749,153
|
|
|
2,690,664
|
|
|
2,690,664
|
|
|
3,085,363
|
|
|
|
Severance
|
|
1,314,000
|
|
|
—
|
|
|
1,314,000
|
|
|
1,314,000
|
|
|
|
Total Payments
|
|
4,355,153
|
|
|
2,690,664
|
|
|
4,296,664
|
|
|
4,691,363
|
|
Melissa Westerman
|
|
Bonus
|
|
72,450
|
|
|
—
|
|
|
72,450
|
|
|
72,450
|
|
|
|
Severance
|
|
736,000
|
|
|
—
|
|
|
736,000
|
|
|
736,000
|
|
|
|
Total Payments
|
|
808,450
|
|
|
—
|
|
|
808,450
|
|
|
808,450
|
|
Matthew Gunnelson
|
|
Bonus
|
|
95,000
|
|
|
—
|
|
|
95,000
|
|
|
95,000
|
|
|
|
Unvested Stock Awards (2)
|
|
334,560
|
|
|
329,018
|
|
|
329,018
|
|
|
407,254
|
|
|
|
Severance
|
|
624,994
|
|
|
—
|
|
|
624,994
|
|
|
624,994
|
|
|
|
Total Payments
|
|
1,054,554
|
|
|
329,018
|
|
|
1,049,012
|
|
|
1,127,248
|
|
(1)
|
Paid in 24 equal monthly installments.
|
(2)
|
Awards would also vest upon a change in control if the successor Company does not assume or provide a substitute for the awards.
|
Plan category
|
|
Number of
securities to be issued upon exercise of outstanding options and rights (1) |
|
|
|
Weighted-average
exercise price of outstanding options and rights (2) |
|
|
|
Number of
securities remaining available for future issuance under equity compensation plans (3) |
Equity compensation plans approved by security holders (3)
|
|
4,807,313
|
|
|
|
$20.48
|
|
|
|
2,112,325
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
4,807,313
|
|
|
|
$20.48
|
|
|
|
2,112,325
|
(1)
|
Includes: 4,150,112 shares of common stock underlying stock options, 443,818 shares of common stock underlying unvested RSUs and 213,383 shares of common stock that would be issued under outstanding PSUs if the target performance level is achieved.
|
(2)
|
Excludes RSUs and PSUs because those awards do not have exercise prices associated with them.
|
(3)
|
The remaining shares are available under the 2016 Plan; no shares are available under the 2012 Plan.
|
•
|
For 2018, the median annual total compensation of all employees of our company (other than the CEO) was $57,668 and the annual total compensation of our CEO was $3,551,039.
|
•
|
Based on this information, for 2018, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was estimated to be 62 to 1.
|
•
|
Because there has been no significant change in our employee population or employee compensation arrangements since the median employee was identified for 2017, the median employee that was used for purposes of calculating CEO pay ratio for 2017 is the same employee that we identified for disclosure for 2018.
|
•
|
The “median annual total compensation of all employees” is the annual total compensation of a single employee who is at the midpoint of employees ranked in order of compensation amounts. When determining our midpoint, we considered compensation of 5,832 employees (other than the CEO) who were employed by the Company on September 30, 2017.
|
•
|
SEC regulations allow employers to identify the midpoint based on a “consistently applied compensation measure” (CACM). We used 2017 wages, bonuses, commissions, car allowances and cell phone allowances as our CACM to determine the midpoint of our employee population. We chose this CACM because these pay elements capture the various forms of cash compensation available to our employees.
|
•
|
We did not consider equity awards as part of the analysis because all employees eligible for equity awards are paid well above our midpoint, and therefore, including or excluding such compensation would not affect our midpoint.
|
•
|
We used the annual total compensation of the employee with annual total compensation at the median of our population to determine our CEO pay ratio.
|
•
|
In determining the “annual total compensation” for the median employee and the CEO, we followed the methodology required under SEC regulations for calculating the total compensation of our NEOs as reported in the Summary Compensation Table, and, as permitted under the SEC regulations, added the value of employer contributions to broad-based employee benefit plans not already included in the Summary Compensation Table.
|
The Compensation Committee
|
of the Board of Directors
|
Tanuja Dehne, Chair
|
Renae Conley
|
Michael Hoffman
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
9.4
|
|
|
$
|
38.3
|
|
Income tax expense (benefit)
|
|
4.6
|
|
|
(41.2
|
)
|
||
Interest expense
|
|
95.9
|
|
|
93.0
|
|
||
Depreciation and amortization
|
|
270.5
|
|
|
269.8
|
|
||
Accretion on landfill retirement obligations
|
|
17.0
|
|
|
15.4
|
|
||
Accretion on loss contracts and other long-term liabilities
|
|
0.5
|
|
|
0.4
|
|
||
EBITDA
|
|
397.9
|
|
|
375.7
|
|
||
EBITDA adjustments:
|
|
|
|
|
||||
Acquisition and development costs
|
|
0.8
|
|
|
1.3
|
|
||
Stock based compensation
|
|
11.2
|
|
|
9.7
|
|
||
Greentree expenses, net of estimated insurance recoveries
|
|
0.1
|
|
|
11.1
|
|
||
Landfill remediation expenses and related impacts
|
|
23.8
|
|
|
—
|
|
||
Earnings in equity investee, net
|
|
—
|
|
|
0.3
|
|
||
Restructuring charges
|
|
0.1
|
|
|
3.4
|
|
||
Loss (gain) on disposal of assets and asset impairments
|
|
(2.5
|
)
|
|
11.4
|
|
||
Unrealized loss (gain) on derivatives
|
|
(2.7
|
)
|
|
(1.5
|
)
|
||
Realized (gain) loss on derivatives
|
|
(3.6
|
)
|
|
2.0
|
|
||
Loss on debt extinguishments and modifications
|
|
0.9
|
|
|
3.7
|
|
||
Capital market costs
|
|
0.3
|
|
|
1.0
|
|
||
Withdrawal costs from a multi-employer pension fund
|
|
0.8
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
427.1
|
|
|
$
|
418.1
|
|
|
|
|
|
|
||||
Revenue
|
|
$
|
1,558.2
|
|
|
$
|
1,507.6
|
|
Adjusted EBITDA margin
|
|
27.4
|
%
|
|
27.7
|
%
|
|
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Audit Fees
|
$
|
1.9
|
|
|
$
|
2.3
|
|
Audit-Related Fees
|
—
|
|
|
0.3
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
1.9
|
|
|
$
|
2.6
|
|
|
•
|
a substantial portion of executive compensation is linked to our performance, through annual cash incentive performance criteria and long-term equity-based incentive awards. As a result, our executive compensation program provides for a significant difference in total compensation in periods of above-target performance as compared to periods of below-target performance. In fiscal 2018, our performance-based annual cash incentive and long-term equity-based incentive awards comprised approximately 76% of total target compensation for our Chief Executive Officer and approximately 75% of total target compensation for our other named executives that served the full fiscal year 2018;
|
•
|
at target, approximately 57% of total compensation of our named executives that served the full fiscal year 2018 results from long-term equity awards, which aligns executives' interests with those of stockholders;
|
•
|
performance-based awards include threshold, target and maximum payouts correlating to a range of performance goals and are based on a variety of indicators of performance, which limits risk-taking behavior; and
|
•
|
PSUs and RSUs that vest in full at the end of a three-year performance period, as well as stock options that vest in full at the end of a three-year period, link executives' interests with long-term performance and reduce incentives to maximize performance in any one year.
|
|
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