Brian A. Bales
REPUBLIC SERVICESAbout Brian A. Bales
Brian A. Bales (age 62) is Executive Vice President, Chief Development Officer of Republic Services, Inc. (RSG) since February 2015, with over 25 years at the company across Corporate Development and Business Development roles; prior experience includes finance/business development at Ryder, CFO roles at EDIFEX & VTA Communications, and audit at PwC . Company performance used in his pay programs shows strong multi‑year results: 2023 revenue grew 11% and 2024 revenue grew 7%, with adjusted EPS up 14% in 2023 and 15% in 2024; free cash flow and cash from operations increased in both years . Long‑term PSUs include Relative TSR, with the 2022–2024 period delivering TSR at the 81.1st percentile and CFVC/ROIC above targets, yielding a 136.16% earned payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Services | EVP, Chief Development Officer | 2015–Present | Leads corporate development; key role in M&A and strategic expansion . |
| Republic Services | EVP, Business Development | 2008–2015 | Drove inorganic growth pipeline and integration . |
| Republic Services | VP, Corporate Development | 1998–2008 | Built M&A platform; market consolidation . |
| Ryder System, Inc. | Finance & Business Development | 1993–1998 | Corporate development and strategic finance . |
| EDIFEX & VTA Communications | Chief Financial Officer | 1988–1993 | Financial leadership; capital allocation . |
| PwC (Price Waterhouse) | Accountant | 1986–1988 | Audit, controls foundation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| RB Global, Inc. | Director | n/a (current) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $509,423 | $513,385 | $528,614 |
| Annual Cash Incentive – Target ($) | n/a | n/a | $436,720 |
| Annual Cash Incentive – Actual ($) | $769,600 | $683,276 | $665,819 |
| Target Bonus as % of Salary (calc) | n/a | n/a | 82.6% (=$436,720/$528,614) |
Performance Compensation
| Plan Component | Metric | Weight | Target | Actual | Payout / Result | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | EPS (per share) | 50% | $6.09 | $6.41 | Financial payout 152.46% before modifier | Cash, FY |
| Annual Incentive (2024) | Free Cash Flow ($mm) | 50% | $2,143 | $2,183 | Financial payout 152.46% before modifier | Cash, FY |
| Annual Incentive (2024) | Sustainability Modifier | ±10 pp | n/a | 0% | Total payout 152.46% of target | Cash, FY |
| Annual Incentive (2023) | EPS (per share) | 50% | $5.27 | $5.61 | Financial payout 164.15% | Cash, FY |
| Annual Incentive (2023) | Free Cash Flow ($mm) | 50% | $1,915 | $1,985 | Financial payout 164.15% | Cash, FY |
| Annual Incentive (2023) | Sustainability Modifier | ±10 pp | n/a | -3% | Total payout 161.15% of target | Cash, FY |
| PSUs (2024–2026 cycle design) | CFVC | 40% | Confidential targets | n/a | Earned at end of cycle | 3-year |
| PSUs (2024–2026 cycle design) | ROIC | 40% | Confidential targets | n/a | Earned at end of cycle | 3-year |
| PSUs (2024–2026 cycle design) | Relative TSR | 20% | vs S&P 500 percentile | n/a | Earned at end of cycle | 3-year |
| PSUs (2022–2024 result) | CFVC/ROIC + rTSR | 40%/40%/20% | CFVC/ROIC targets set 2022 | CFVC $6,044mm; ROIC 9.9%; rTSR 81.1th pct | Combined PSU payout 136.16% | Vested Feb 2025 (settlement half cash/half shares per plan) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares Beneficially Owned | 21,016 (held indirectly in revocable trust) |
| RSUs Outstanding (vested+unvested) | 101,424 units (incl. DCP stock unit fund and earned PSUs held in DCP) |
| DCP Stock Investment Units | 28,153 units (cash-settled; count toward ownership guidelines) |
| Options | None outstanding company-wide among directors/NEOs as of 3/24/2025 |
| Ownership Guidelines | 5x salary for executive officers; Bales “Yes” (in compliance/on track) |
| Anti-Hedging/Pledging | Company prohibits hedging, pledging, short sales for directors/officers/employees |
| Deferral Elections | Bales deferred 100% of RSUs granted 2021–2024 and 100% of PSUs granted 2022–2023 |
| Nonqualified Deferred Comp (2024) | Exec contributions $1,629,103; Company contrib $99,255; earnings $4,620,183; balance $24,928,420 |
Upcoming Vesting Schedule (shares)
| Date | RSUs | PSUs |
|---|---|---|
| 2/11/2025 | 864 | — |
| 2/17/2025 | 813 | — |
| 2/23/2025 | 1,183 | — |
| 3/1/2025 | 604 | — |
| 12/31/2025 | — | 5,266 (deferred 100%) |
| 2/11/2026 | 864 | — |
| 2/17/2026 | 814 | — |
| 3/1/2026 | 604 | — |
| 2/17/2027 | 814 | — |
| 3/1/2027 | 604 | — |
| 3/1/2028 | 604 | — |
Equity Grants and Vesting Terms
| Grant Year | Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | 3/1/2024 | 2,396 | 440,001 | Ratable over 4 years |
| 2024 | PSUs (target) | 3/1/2024 | 3,812 | 740,367 | Cliff at end of 3-year (2024–2026) |
| 2023 | RSUs (value) | Feb 2023 | n/a | $420,000 | Ratable over 4 years |
| 2023 | PSUs (value) | Feb 2023 | n/a | $680,000 | 3-year (2023–2025) |
Employment Terms
| Provision | Terms (Executive Separation Policy) |
|---|---|
| Employment Agreement | None (NEOs do not have employment agreements) |
| Severance – Without Cause | 2 years continued base salary; prorated annual incentive based on actual performance; equity continues to vest up to 1 year; prorated earned PSUs; welfare benefit continuation up to 2 years |
| Severance – Change in Control (Double Trigger) | Lump sum 2x (base salary + target annual incentive); annual incentives vest/pay at target within 10 days; PSUs vest/pay at target (no proration); RSUs vest immediately; welfare benefit continuation up to 2 years |
| Disability | Immediate vest of equity; prorated earned PSUs; prorated annual incentive; welfare continuation; payment of employer DCP contributions/earnings |
| Retirement Eligibility | As of 12/31/2024, Bales met age/service requirements but had not met notice requirement; table shows values assuming notice satisfied |
| Clawback | Policy more robust than SEC/NYSE requirements |
| Tax Gross-Ups | No excise tax gross-ups |
| Non-Compete/Non-Solicit | Severance benefits conditioned on agreements including non-solicit, confidentiality, arbitration and, if appropriate, non-compete; cooperation and non‑disparagement required |
Potential Payments (Illustrative, as of 12/31/2024)
| Scenario | Severance ($) | Non-Equity Incentive ($) | Stock Awards ($) | Deferred Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Company Termination w/o Cause | $1,091,800 | $665,819 | $3,380,953 | $5,650,650 | $10,822,898 |
| Change in Control (Double Trigger) | $1,965,240 | $665,819 | $4,507,237 | $5,650,650 | $12,593,523 |
| Retirement (assumes notice met) | — | $665,819 | $5,115,392 | $5,650,650 | $11,431,862 |
Compensation Structure Analysis
- Mix shift and pay levels: 2024 Salary rose to $528,614 from $513,385 in 2023, while 2024 non‑equity incentive fell modestly to $665,819 from $683,276; stock awards were broadly flat ($1,180,368 in 2024 vs $1,173,853 in 2023) .
- Performance leverage: Annual incentives paid at 152.46% of target in 2024 (0% sustainability modifier) and 161.15% in 2023 (-3% modifier), reflecting above‑target EPS and FCF performance .
- Long‑term metrics rigor: PSU design weights CFVC/ROIC (80%) and rTSR (20%); 2022–2024 PSU earned 136.16% on CFVC/ROIC above target and TSR at 81.1st percentile, reinforcing pay‑for‑performance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited company‑wide; no individual pledging disclosed .
- No excise tax gross‑ups; clawback policy exceeds SEC/NYSE baselines .
- Related party transactions: none since Jan 1, 2024 .
- Section 16(a): No delinquent reports for FY2024; prior administrative Form 5 deficiencies for trust transfers (2017–2023) were subsequently reported .
Say‑on‑Pay & Peer Group
- 2024 say‑on‑pay support: 97.2% approval .
- Compensation peer group includes Air Products, AEP, Canadian National, CPKC, Cintas, CSX, Ecolab, Entergy, Fastenal, FedEx, J.B. Hunt, Norfolk Southern, Ryder, Sysco, W.W. Grainger, Waste Connections, Waste Management .
Expertise & Qualifications
- Deep corporate development/M&A leadership with >25 years at RSG; finance leadership and Big 4 audit background .
- External public company board experience (RB Global) .
Vesting Schedules & Insider Selling Pressure
- Significant scheduled RSU tranches through 2028 and PSUs in 2025–2026; however, Bales elected to defer 100% of RSUs (2021–2024) and the 12/31/2025 PSU tranche, which may reduce near‑term selling pressure upon vesting .
Investment Implications
- Strong alignment: High compliance with 5x salary ownership guideline, large RSU/PSU holdings, and a robust clawback/anti‑pledging framework suggest aligned incentives with long‑term TSR and cash‑flow creation .
- Retention and transition risk: Retirement eligibility (age/service met) and sizable DCP balance could increase optionality for departure; severance/CIC terms are standard double‑trigger and include full vesting mechanics that limit disruption but warrant succession monitoring .
- Performance‑linked payouts: Above‑target annual and long‑term payouts tied to EPS, FCF, CFVC/ROIC, and TSR indicate pay tracks execution; continued attainment of cash‑flow and ROIC targets remains a key driver for PSU outcomes .