Donald Slager
Director at MLM
Board
About Donald W. Slager
Independent director of Martin Marietta Materials since 2016; age 63. Former President & CEO of Republic Services (2011–2021) and previously President & COO at Republic (2008–2011) and Allied Waste (2005–2008); EVP & COO at Allied Waste (2003–2004). He brings extensive operations, M&A integration, and logistics experience from 16+ years in C‑suite roles and 29+ years in general management; currently also serves on Eastman Chemical’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Services (NYSE: RSG) | President & CEO | 2011–2021 | Led large-scale operations in solid waste industry; served as RSG director 2010–2021 |
| Republic Services | President & COO | 2008–2011 | Operational leadership prior to CEO role |
| Allied Waste Industries | President & COO | 2005–2008 | Pre-merger operations leadership |
| Allied Waste Industries | EVP & COO | 2003–2004 | Senior operating executive; earlier roles of increasing responsibility |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Eastman Chemical (NYSE: EMN) | Independent Director | Current | Audit; Finance; Environmental, Safety & Sustainability |
| UTi Worldwide Inc. (former NYSE) | Independent Director | 2009–Jan 2016 | Chair, Nominating & Corporate Governance; member, Compensation & Risk Committees |
| Phoenix Children’s Hospital | Director | Current | Board service (non-profit) |
Board Governance
- Independence: Classified as an independent, non-employee director; listed as independent in committee rosters, and Nominating & Corporate Governance Committee explicitly comprised of independent directors .
- Committee assignments and chair roles:
- Chair, Nominating & Corporate Governance Committee; members: Slager (Chair), Sue W. Cole, Thomas H. Pike; 2 meetings in 2024; 100% average attendance .
- Member, Management Development & Compensation Committee (MD&C); 2025 MD&C report lists members Koraleski (Chair), Mack, Slager ; committee interlocks disclosure confirms members Koraleski, Mack, Slager, Wajsgras and no Item 404 relationships .
- Member, Executive Committee (current members: Nye (Chair), Koraleski, Slager); Executive Committee held no meetings in 2024 .
- Attendance and engagement:
- Board met 4 times in 2024; all directors attended 100% of Board and assigned committee meetings; all directors attended the May 2024 Annual Meeting .
- Independent directors met in executive session at each regularly scheduled Board meeting (4 executive sessions in 2024) .
- Related-party oversight: Audit Committee processes and independence affirmed; reviews related party transactions; all Audit members are “financial experts” under SEC rules and independent under NYSE and company guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $138,750 | Reflects annual cash retainer plus committee chair/member roles (see schedule); deferred option available . |
| Stock Awards (2024) | $170,435 | RSUs granted following 2024 Annual Meeting; 293 RSUs; grant date fair value per ASC 718 . |
| Change in Pension Value & Nonqualified Deferred Comp Earnings (2024) | $4,786 | Interest on cash deferrals under Director plan . |
| All Other Compensation (2024) | $13,379 | Dividend equivalents paid on common stock units (no perquisites) . |
| Total (2024) | $327,350 | Sum of components . |
Cash retainer schedule applicable to non-employee directors (paid quarterly, FY2024):
- Annual Board retainer: $125,000; Nominating & Corporate Governance Committee chair retainer: $15,000; Audit Committee chair retainer: $20,000; MD&C Committee chair retainer: $20,000; Finance Committee chair retainer: $15,000; Ethics, Environment, Safety & Health Committee chair retainer: $15,000; Audit Committee member retainer: $5,000; Lead Independent Director retainer: $35,000; directors reimbursed for travel; no personal aircraft use or perquisites in 2024 .
Deferred Compensation Program for Directors:
- Directors may elect to receive fees in common stock units or cash; stock units credited at 100% of FMV; minimum 3-year deferral; cash deferrals credited with interest at prime; dividend equivalents paid; units have no voting or investment power .
Performance Compensation
- Director equity is not performance-conditioned. Non-employee directors received 293 RSUs in May 2024, fully vested at grant; directors must defer at least 50% of RSUs until retirement; remaining RSUs may be settled in shares shortly after grant; no options outstanding for directors as of 12/31/2024 .
| Equity Grant Detail (Director RSUs) | Grant Date | Units | Fair Value | Vesting | Distribution |
|---|---|---|---|---|---|
| Annual RSU award | May 2024 | 293 | $170,435 | Fully vested at grant | Deferred until retirement (≥50% mandatory deferral) |
Company-wide compensation governance features (context for board oversight of MD&C):
- Robust stock ownership guidelines (5x annual retainer for directors); anti-hedging and anti-pledging policies; clawback policy implementing SEC/NYSE rules; annual say-on-pay approval in 2024 was 95% .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Eastman Chemical (EMN) | Independent Director | Audit; Finance; Environmental, Safety & Sustainability | Not an MLM customer/supplier disclosed; no Item 404 relationships at MLM’s MD&C . |
| UTi Worldwide | Independent Director | Chair Nominating & Corporate Governance; member Compensation & Risk | UTi is defunct; historic role; no current MLM interlock . |
| Republic Services | Director | Board member 2010–2021 | No MLM interlock disclosed . |
| Phoenix Children’s Hospital | Director | Board service | Non-profit . |
MD&C Committee interlocks and insider participation: None of MD&C members (Koraleski, Mack, Slager, Wajsgras) have relationships requiring Item 404 disclosure; no executive officer–director interlocks with other companies’ compensation committees .
Expertise & Qualifications
- More than 16 years of C‑suite experience; 29+ years of general management in complex, capital-intensive, logistics businesses; extensive M&A, integration, and strategic development expertise; multi-board experience across two publicly traded companies .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Units/RSUs Detail | % Outstanding | Pledged? |
|---|---|---|---|---|
| Donald W. Slager | 4,443 | Common stock units credited under director plan as of 3/7/2025: 0; RSUs held as of 12/31/2024: 4,443; no options outstanding | None of individual directors >1% | None pledged . |
Stock ownership policy and restrictions:
- Directors must hold stock equal to 5x annual cash retainer; all directors are in compliance. Hedging and pledging are prohibited; no margin purchases or pledging allowed .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-16 | 2025-05-15 | Award (RSU/Common Stock) | 308 | $552.86 | 4,751 | https://www.sec.gov/Archives/edgar/data/916076/000112760225014647/0001127602-25-014647-index.htm |
| 2024-05-17 | 2024-05-16 | Award (RSU/Common Stock) | 293 | $581.69 | 4,443 | https://www.sec.gov/Archives/edgar/data/916076/000112760224015865/0001127602-24-015865-index.htm |
Governance Assessment
- Strengths: Independent director with deep operating and M&A experience; Chairs Nominating & Corporate Governance, directly influencing board composition and governance policies; 100% attendance; active executive sessions; robust ownership and anti-hedging/pledging policies; say-on-pay support at 95% indicates strong investor alignment .
- Alignment: Receives a balanced mix of cash and fully vested RSUs with mandatory deferral until retirement; holds RSUs/stock units with no voting rights prior distribution, avoiding control concerns; no perquisites; no shares pledged .
- Conflicts/Interlocks: MD&C membership disclosed with no Item 404 transactions; no disclosed related-party transactions; external roles (Eastman Chemical) do not indicate direct conflicts with MLM; Audit Committee monitors related-party transactions .
- Process Quality: Board and committee charters reviewed annually; formal evaluations at board/committee/individual level; clear tenure guidelines; independent director majority; executive sessions at each regular meeting .
- Red Flags: None disclosed regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies. Note: Director equity is fully vested at grant (time-based, not performance-based), which is common for directors but offers less performance contingency than PSUs; mitigated by mandatory deferral and ownership guidelines .
Overall implication: Slager’s governance footprint—chairing Nominating & Corporate Governance, serving on MD&C and Executive—combined with flawless attendance and strong compliance posture, supports investor confidence; absence of related-party exposures and anti-hedging/pledging discipline further reduces governance risk .