Brian M. DelGhiaccio
REPUBLIC SERVICESAbout Brian M. DelGhiaccio
Executive Vice President and Chief Financial Officer since June 2020; age 52 as of the 2025 proxy. 25+ years at Republic in finance, transformation, operations and investor relations; began career in audit at Arthur Andersen. Outside directorship: Aramark board. Compensation design under his remit ties pay to EPS, FCF (annual) and ROIC/CFVC/rTSR (PSUs), with a sustainability modifier on annual incentives. Company performance during his tenure shows multi-year revenue and cash flow growth, with EBITDA rising 2022→2024; PSU outcomes for 2021–2023 paid at 150% on above-target CFVC/ROIC and 87th percentile rTSR .
RSG Financial Performance
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $13,511,000,000 | $14,965,000,000 | $16,032,000,000 |
| EBITDA | $3,853,000,000* | $4,381,000,000* | $4,935,000,000* |
| Cash from Operations | $3,190,000,000 | $3,618,000,000 | $3,936,000,000 |
Values with an asterisk retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Services | EVP, Chief Transformation Officer | 2019–2020 | Led enterprise transformation, linking operating and financial KPIs to value creation . |
| Republic Services | SVP, Finance; SVP, Business Transformation | 2014–2019 | Strengthened FP&A, capital allocation, and operating discipline . |
| Republic Services | VP, Investor Relations | 2012–2014 | Enhanced market communication; aligned guidance and targets . |
| Arthur Andersen | Audit | Pre-2000s | Built GAAP/controls rigor foundational to CFO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aramark | Director | Current | Public-company governance and finance perspective . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $610,866 | $633,923 | $659,434 |
| All Other Compensation (incl. benefits, DCP company contributions) | $106,877 | $112,978 | $133,734 |
Deferred Compensation and Company Retirement Contributions
| Item | 2020 | 2022 |
|---|---|---|
| DCP Aggregate Balance (year-end) | $3,582,529 | $4,923,206 |
| Company Retirement Contribution (annual) | $65,000 (typical; also 2021–2023) | $65,000 |
Perquisites are modest; aircraft personal use is limited (CFO only if CEO aboard). No tax gross-ups; clawback policy exceeds SEC/NYSE rules .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2023) | EPS Measure | 50% | $5.27/share | $5.61/share | Contributed to 164.15% before modifier | Cash (annual) |
| Annual Incentive (2023) | FCF Measure | 50% | $1,915mm | $1,985mm | Contributed to 164.15% before modifier | Cash (annual) |
| Annual Incentive (2023) | Sustainability Modifier | +/-10 pts | Safety/Talent/Climate pillars | Aggregate rating -3 pts | Reduced payout by 3 pts | Applied to annual payout |
| CFO 2023 Actual Annual Incentive | As % of Salary | — | Target 90% of salary | — | 145% of salary ($949,979) | Paid 2024 |
| PSU (2023–2025 cycle) | ROIC | 40% | Committee-set | — | Earned based on 3-yr performance | 3-year cliff |
| PSU (2023–2025 cycle) | CFVC | 40% | Committee-set | — | Earned based on 3-yr performance | 3-year cliff |
| PSU (2023–2025 cycle) | rTSR vs peer | 20% | Committee-set | — | Earned based on percentile | 3-year cliff |
Historical PSU outcome: 2021–2023 cycle paid 150% of target on above-target CFVC ($5,086mm) and ROIC (9.3%) and rTSR at 87th percentile .
Equity Grant Mix (2023 awards)
| Type | Grant Value |
|---|---|
| RSUs | $640,000 |
| PSUs | $1,440,000 |
Equity Ownership & Alignment
- Stock ownership guidelines updated in 2024 to five times salary for Executive Officers; all NEOs meet or are on track . Anti-hedging/anti-pledging policy prohibits margin and pledging; 10b5‑1 plans permitted with approval .
| Date | Shares Beneficially Owned | RSUs/PSUs Outstanding (incl. vested/unvested as reported) | Ownership % |
|---|---|---|---|
| Mar 26, 2024 | 14,925 (11,026 direct; 3,899 ESPP) | 41,806 | <1% (each NEO) |
| Mar 24, 2025 | 16,604 | 40,232 | <1% (each NEO) |
Unvested/Outstanding Awards (12/31/2023 snapshot)
| Grant Date | Unvested RSUs (#) | Unvested PSUs (target #) |
|---|---|---|
| 2/23/2021 | 3,368 | 10,937 |
| 2/11/2022 | 3,843 | 10,702 |
| 2/17/2023 | 4,901 | 11,065 |
Deferral elections: multiple RSU/PSU tranches deferred (e.g., 50% deferrals on several RSU/PSU vest dates) signaling long-term alignment .
Employment Terms
No individual employment agreement; executives covered by Executive Separation Policy (double-trigger CIC) .
| Scenario (as of 12/31/2024 valuation) | Severance | Non-Equity Incentive | Stock Awards (accelerated) | DCP Employer/Earnings | COBRA |
|---|---|---|---|---|---|
| Death | — | $589,500 | $6,977,741 | $809,814 | — |
| Disability | — | $949,979 | $6,977,741 | $809,814 | — |
| Termination w/o Cause or Good Reason | $1,310,000 | $949,979 | $5,671,365 | $809,814 | $37,654 |
| Change in Control (double-trigger) | $2,489,000 | $589,500 (target) | $7,606,144 | $809,814 | $37,654 |
2025 proxy shows updated amounts based on 2/18/2025 pricing: w/o cause/good reason $1,362,400; CIC $2,724,800; stock and incentive values reflect current grant portfolio and target treatment .
Key terms: upon CIC+qualifying termination, annual cash at target, PSUs vest at target without proration, RSUs vest, welfare benefits continue up to two years; robust clawback; no excise tax gross-ups .
Say‑on‑Pay & Governance Signals
| Year | Say‑on‑Pay Support |
|---|---|
| 2023 vote (reported in 2024 proxy) | 97.3% |
Compensation consultant: Pearl Meyer (independent) supports peer benchmarking and risk reviews . Equity burn/dilution remain conservative under SIP (e.g., 2024 grants ~0.06% of diluted shares; total available ~3.6%) .
Investment Implications
- Pay-for-performance alignment: Annual incentive over-achievement in 2023 tied to EPS/FCF with a negative sustainability adjustment indicates discipline; PSUs emphasize ROIC/CFVC/rTSR with prior cycle paying 150% on strong results—credible linkage between performance and pay .
- Retention and selling pressure: Material unvested RSUs/PSUs and staged vesting through 2025–2028, plus deferral elections, reduce near-term selling pressure; no options outstanding and anti‑pledging policy further mitigate alignment risk .
- Change-in-control economics: Double-trigger CIC with equity acceleration and ~2x cash severance scale (per 2025 amounts) is standard; absence of tax gross‑ups is shareholder-friendly .
- Ownership alignment: CFO below 1% ownership as expected; updated 2024 guideline to 5x salary for executive officers and “on track” status bolsters alignment .
- Execution track record: Multi-year revenue and cash flow growth and prior-cycle PSU max outcome support confidence in operational execution; continued mix shift to PSUs (62–64% of LTI for NEOs in 2023) maintains at‑risk exposure .