Brian S. Tyler
REPUBLIC SERVICESAbout Brian S. Tyler
Brian S. Tyler (age 58) has served as an independent director of Republic Services (RSG) since April 2021. He is Chief Executive Officer of McKesson Corporation and brings 25+ years of logistics, operations, M&A integration, and customer-focused strategy experience from McKesson to RSG’s board work. He serves on RSG’s Finance, Sustainability & Corporate Responsibility, and Talent & Compensation Committees and is designated independent under NYSE standards. Attendance: the Board held five meetings in 2024, and each director attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | Chief Executive Officer and President | 2019–Present | Led strategy execution, operations/logistics oversight, M&A assessment and integration; sustainability embedded in core strategy. |
| McKesson Europe AG | Chairman; President & COO | Prior roles within tenure | Senior leadership across European operations; operational rigor and logistics expertise. |
| McKesson NA Pharmaceutical Distribution & Services | President | Prior role | Oversight of large-scale distribution; customer value, brand awareness, and loyalty initiatives. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| McKesson Corporation | Director | 2019–Present | Active public company executive; RSG policy limits active executives to ≤2 public boards including RSG—he is within policy. |
| International Federation of Pharmaceutical Wholesalers (IFPW) | Board Member | Current | Global industry body board service. |
Board Governance
- Committee assignments: Finance; Sustainability & Corporate Responsibility; Talent & Compensation. No chair roles.
- Committee meeting cadence 2024: Finance (5); Talent & Compensation (5); Sustainability & Corporate Responsibility (4).
- Independence: Board determined 11 of 12 nominees are independent; Tyler listed as independent.
- Board activity: five Board meetings in 2024; directors ≥75% attendance; regular executive sessions of non-employee directors.
- Compensation governance: Clawback policy more robust than SEC/NYSE; no excise tax gross-ups; double-trigger CIC; independent consultant (Pearl Meyer) to the Compensation Committee.
- Service limits: Policy caps independent directors at ≤4 boards (≤2 if active public company executives); Board may approve exceptions; Tyler’s two boards comply.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Committee chair fees | $0 | Tyler is not a committee chair. |
| Meeting fees | $0 | RSG does not pay meeting fees; reasonable expenses reimbursed. |
| Total cash (2024) | $100,000 | Sum of cash retainer; no chair fees. |
Performance Compensation
| Component | Grant Detail | Grant-Date Fair Value | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual grant) | 1,395 RSUs granted Jan 2, 2024 at $164.94/share | $230,091 | RSUs fully vested upon grant; settled at earlier of board departure or 3 years after grant unless deferred into DCP; dividend equivalents in RSUs. | None—director equity awards are time-based RSUs, not PSU/options; no performance metric linkage for directors. |
- 2024 director pay mix (Tyler): Cash $100,000 vs Equity $230,091; ~30% cash / 70% equity.
Other Directorships & Interlocks
| Company | Sector Relationship to RSG | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| McKesson Corporation (CEO & Director) | Healthcare distribution/services; RSG is environmental services | No related-party transactions reported; Board affirmed independence; RSG conflict review requires Audit Committee approval of any Item 404 transaction. | |
| Industry/Nonprofit roles (IFPW) | Industry body | None disclosed | Typical external governance role. |
Expertise & Qualifications
- Expertise: executive leadership, operations/logistics, finance/investments, strategy, sustainability; customer zeal/brand experience.
- Board value-add: large-scale logistics discipline, M&A integration oversight, sustainability lens, risk and operational efficiency perspective.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | RSUs/Units |
|---|---|---|---|
| Brian S. Tyler | 3,599 (3,594 via revocable trust; 5 directly) | <1% | 4,409 RSUs (vested and unvested included) |
- Director stock ownership guidelines: each independent director must hold $750,000 in RSG stock or vested RSUs within five years from first full annual grant; all independent directors with ≥5 years tenure meet guidelines. Tyler joined in 2021 and remains within standard compliance window. Anti-hedging and anti-pledging policies apply.
- No stock options outstanding for directors as of March 24, 2025.
Governance Assessment
- Board effectiveness: Tyler is an engaged independent director with relevant operational and strategic expertise for RSG’s vertically integrated, logistics-intensive business; he serves on three core committees with regular meeting cadence.
- Alignment and incentives: Director pay is largely equity-based RSUs (~70%), reinforcing long-term alignment; robust clawback and no hedging/pledging strengthen governance posture.
- Independence and conflicts: No related-party transactions reported since Jan 1, 2024; Board affirmed independence; service-on-other-boards policy compliance given his active executive status.
- Engagement signals: Board and select independent directors participate in shareholder outreach; RSG held five Board meetings with ≥75% attendance, and committees meet regularly.
- Red flags: None disclosed—no related-party dealings, tax gross-ups, or hedging/pledging; say-on-pay and shareholder feedback reflected in compensation disclosure updates (sustainability modifier clarity).