Catharine D. Ellingsen
Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, and Corporate Secretary at 
REPUBLIC SERVICES
REPUBLIC SERVICESExecutive
About Catharine D. Ellingsen
Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, and Corporate Secretary at Republic Services; age 61; with the company for over 24 years and in current EVP role since June 2016 . Background includes prior legal roles at Steptoe & Johnson LLP and Bryan Cave LLP, and earlier internal roles leading Human Resources and Deputy General Counsel, anchoring expertise in legal, ethics/compliance, governance, and talent stewardship . Company performance context for incentive alignment: 2024 revenue grew 7% YoY, diluted EPS was $6.49, adjusted EPS $6.46, cash from operations $3.94B, adjusted FCF $2.18B, adjusted EBITDA $4.98B, with strong TSR over the long horizon (value of $240.89 for $100 invested since 2020) and high say‑on‑pay support (97.2%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Republic Services | EVP, Chief Legal Officer, Chief Ethics & Compliance Officer, Corporate Secretary | 2016–present | Leads legal, ethics & compliance, corporate governance and secretary duties supporting risk, compliance, and Board processes . |
| Republic Services | Senior Vice President, Human Resources | 2011–2016 | Led talent strategy, total rewards, and workforce programs, informing sustainability modifier areas (safety/talent) later embedded in incentives . |
| Republic Services | Vice President & Deputy General Counsel | 2007–2011 | Managed corporate legal matters in a highly regulated industry; foundation for current compliance leadership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Steptoe & Johnson LLP | Attorney | 1996–2001 | Complex regulatory and litigation experience relevant to environmental services compliance . |
| Bryan Cave LLP | Attorney | 1993–1996 | Corporate/legal practice grounding governance and risk oversight skills . |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $558,077 | $571,231 | $595,308 |
| Stock Awards ($) | $1,476,037 | $1,853,145 | $1,687,791 |
| Non-Equity Incentive Plan ($) | $843,600 | $760,628 | $750,098 |
| All Other Compensation ($) | $111,230 | $112,248 | $128,203 |
| Total ($) | $2,988,944 | $3,297,252 | $3,161,400 |
Key 2024 fixed comp elements:
- Base salary set at $615,000 effective 2024; 2023 base $590,000 .
- All Other Compensation components (2024): 401(k) match $13,800; DCP match $48,735; Deferred Compensation retirement contribution $65,000; life insurance premiums $668; total $128,203 .
Performance Compensation
Annual incentive design and results (2024):
- Metrics: 50% EPS Measure, 50% FCF Measure; ±10% sustainability modifier (applied 0% in 2024) .
- Targets vs actual: EPS target $6.09, actual $6.41; FCF target $2,143M, actual $2,183M .
- Payout: Financial component 152.46% of target; with Ellingsen’s target 80% of salary, actual payout equals 122.00% of salary ($750,098) .
| Metric | Weight | 2024 Target | 2024 Actual | 2024 Payout Basis | Vesting |
|---|---|---|---|---|---|
| EPS Measure (per share) | 50% | $6.09 | $6.41 | Above target; contributes to 152.46% financial payout | Cash (annual) |
| FCF Measure ($M) | 50% | $2,143 | $2,183 | At/above target; supports 152.46% financial payout | Cash (annual) |
| Sustainability modifier | ±10 pts | N/A | 0% applied | No adjustment to payout | N/A |
Long‑term incentives (PSUs and RSUs):
- LTI mix (2024 awards approved): PSUs $1,000,000 value; RSUs $630,000 value for Ellingsen .
- PSU metrics: CFVC 40%, ROIC 40%, rTSR 20%; 3‑year performance; dividends accrue but are paid only on earned shares .
- 2022–2024 PSU outcomes: CFVC $6,044M; ROIC 9.9%; rTSR 81.1st percentile; combined payout 136.16% of target; Ellingsen vested PSUs/RSUs contributed to 2024 vesting value of $6,114,429 with 28,023 shares acquired (PSUs settled Feb 18, 2025; 50% in shares/50% cash) .
| PSU Cycle | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2022–2024 | CFVC (3‑yr, $M) | 40% | Rigorous targets set Feb 2022 | $6,044 | 132.7% for CFVC+ROIC combined |
| 2022–2024 | ROIC (3‑yr, %) | 40% | Rigorous targets set Feb 2022 | 9.9% | 132.7% for CFVC+ROIC combined |
| 2022–2024 | rTSR (percentile) | 20% | 56th percentile | 81.1st percentile | 150% for rTSR |
| 2022–2024 | Combined payout | — | — | — | 136.16% of target |
2024 Grants to Ellingsen:
- RSUs: 3/1/2024 grant of 3,431 RSUs; grant date fair value $630,069 (vest ratably over 4 years; dividend equivalents vest with RSUs) .
- PSUs: 3/1/2024 grant target 5,446 PSUs (threshold 1,362; max 8,169); grant date fair value $1,057,722; metrics: CFVC 40%, ROIC 40%, rTSR 20% (3‑year cycle) .
Equity Ownership & Alignment
| Ownership element | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 46,278 | <1% of shares outstanding (312,468,671); sole voting/dispositive power unless noted . |
| RSUs outstanding (vested and unvested) | 10,288 | Outstanding RSUs (both vested/unvested) reported for alignment disclosure . |
| DCP stock investment fund units | 20,669 | Cash‑settled units tied to stock price; count toward ownership guidelines . |
| Options outstanding | 0 | No stock options outstanding for directors/NEOs as of March 24, 2025 . |
| Ownership guideline requirement | 5x salary | Executive stock ownership guideline updated in 2024 . |
| Compliance status | Yes | Meets or on track to meet ownership guidelines . |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging . |
Vesting schedules (forward share supply potentially driving tax‑related selling):
- RSU vesting: 865 shares each on 3/1/2025, 3/1/2026, 3/1/2027, 3/1/2028; additional RSU tranches from prior grants vest on 2/11/2025 (1,263), 2/17/2025 (1,549), 2/23/2025 (1,703), and matching tranches in 2026–2028 per schedule below .
| RSU Vesting Date | Shares Vesting |
|---|---|
| 2/11/2025 | 1,263 |
| 2/17/2025 | 1,549 |
| 2/23/2025 | 1,703 |
| 3/1/2025 | 865 |
| 2/11/2026 | 1,263 |
| 2/17/2026 | 1,550 |
| 3/1/2026 | 865 |
| 2/17/2027 | 1,550 |
| 3/1/2027 | 865 |
| 3/1/2028 | 865 |
PSU vesting schedule (subject to performance certification):
- PSUs scheduled to vest at end of performance periods (e.g., 12/31/2025 for 2023–2025, 12/31/2026 for 2024–2026), then settled in following Feb/March after Committee determination .
| PSU Vesting Date | Shares Vesting (Target basis) |
|---|---|
| 12/31/2025 | 7,360 |
| 12/31/2026 | 5,492 |
Employment Terms
Structure and economics (Executive Separation Policy; no individual employment agreement):
- No employment agreements; covered by Executive Separation Policy; executives maintain non‑competition and non‑solicitation agreements; severance conditioned on release, non‑disparagement, and cooperation; clawback applies separately .
Change‑in‑control and severance terms (Ellingsen):
- Without cause (no CIC): 2 years base salary continuation; annual incentive generally prorated based on actual results; equity continues vesting up to 1 year; earned PSUs prorated; up to 2 years COBRA .
- Double‑trigger CIC (termination without cause or for good reason within 1 year): Lump sum 2x (base + target bonus); annual cash awards vest/pay at target; all PSUs vest at target (no proration); all RSUs vest immediately; up to 2 years COBRA .
- Death/Disability: Immediate vesting of outstanding equity; annual incentives at target (death) or prorated based on actual (disability); DCP employer contributions paid; COBRA benefits .
Potential payments table (as of 12/31/2024; assumes target PSU payout for 2023–2025 and 2024–2026 cycles):
| Scenario | Severance ($) | Stock Awards ($) | Annual Incentive ($) | Deferred Comp ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | 5,559,511 | 492,000 (target) | 2,881,454 | — | 8,932,964 |
| Disability | — | 5,559,511 | 750,098 (actual 2024) | 2,881,454 | — | 9,191,062 |
| Without cause (no CIC) | 1,230,000 | 4,681,896 | 750,098 (actual 2024) | 2,881,454 | 47,473 | 9,590,922 |
| CIC + term (double trigger) | 2,214,000 | 5,935,011 | 492,000 (target) | 2,881,454 | 47,473 | 11,569,938 |
| Retirement (eligible with notice) | — | 6,789,927 | 750,098 (actual 2024) | 2,881,454 | — | 10,421,479 |
Clawback and other governance:
- Robust clawback exceeding SEC/NYSE: 3‑year recovery window for restatements; discretionary forfeiture/repayment for defined “Covered Events” (e.g., certain crimes, material policy violations, fiduciary breaches) covering vested/unvested awards and equity gains .
- No excise tax gross‑ups; double trigger CIC only; no dividends on unearned PSUs; no hedging/pledging; annual comp risk assessment; independent comp consultant (Pearl Meyer) .
Deferred Compensation and perquisites (2024):
- DCP executive contributions $99,435; registrant contributions $113,735 (includes $65,000 DCSP); aggregate earnings $1,169,537; balance $6,636,998 .
- Perquisites modest; no aircraft personal use reported ≥$10,000 for Ellingsen; All Other Compensation detail above .
Compensation Structure vs Performance Metrics
- Annual incentive aligns to EPS and FCF with a universal sustainability modifier tied to safety, talent, circular materials, and renewable energy (modifier 0% in 2024) .
- LTI emphasizes CFVC and ROIC (80% weight) and rTSR (20%) to balance internal value creation and market‑relative performance; 2022–2024 PSUs paid at 136.16% of target, evidencing above‑target execution .
- Peer benchmarking: CEO Target TDC near 64th percentile; NEOs targeted near median; pay moves above median only for performance above rigorous targets; 2024 say‑on‑pay approval 97.2% .
Equity Ownership Alignment and Pledging
- 5x salary ownership guideline; Ellingsen meets or is on track; ownership includes stock, vested equivalents, and 401(k) shares; DCP stock investment fund units count for guidelines; anti‑hedging/anti‑pledging strictly enforced .
- No stock options; equity in RSUs/PSUs fosters long‑dated alignment; director and officer holdings well below 1% individually, with Cascade Investment L.L.C. as largest shareholder at 35.1% .
Employment Contracts, Severance, and Change‑of‑Control Economics
- No individual employment contract; covered by Executive Separation Policy with non‑compete/non‑solicit; severance detailed above; CIC provisions are double‑trigger only (no single‑trigger vesting) .
- Clawback overlay reduces moral hazard; no excise tax gross‑ups; equity plan disallows repricing/exchange of underwater options without shareholder approval .
Track Record, Value Creation, and Execution Risk
- Company delivered 7% revenue growth, adjusted EPS $6.46 (+15% YoY), adjusted FCF $2.18B (+10% YoY), and adjusted EBITDA $4.98B in 2024; PSU cycle results above target (CFVC/ROIC) and top‑quartile rTSR support pay‑for‑performance .
- Governance and ethics: Named to 2025 World’s Most Ethical Companies list for the seventh time; robust compliance program overseen by Audit Committee, aligning with Ellingsen’s ethics/compliance mandate .
- Risk mitigants: Anti‑hedging/pledging, ownership guidelines, clawback, double‑trigger CIC, and annual comp risk assessments .
Compensation Peer Group (for benchmarking)
Air Products and Chemicals; American Electric Power; Canadian National Railway; Canadian Pacific Kansas City; Cintas; CSX; Ecolab; Entergy; Fastenal; FedEx; J.B. Hunt; Norfolk Southern; Ryder System; Sysco; W.W. Grainger; Waste Connections; Waste Management .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay support was 97.2% in 2024; investor feedback led to enhanced disclosure on the sustainability modifier’s implementation in the annual incentive program, reflecting responsiveness and transparency .
Investment Implications
- Alignment: Strong pay‑for‑performance mechanics (EPS/FCF annual; CFVC/ROIC/rTSR long‑term) and robust ownership/anti‑hedging policies suggest high alignment and low misincentive risk; sustainability modifier integrates safety/talent/climate priorities without overweighting ESG at the expense of financials .
- Retention/Selling Pressure: Forward RSU/PSU vesting cadence indicates periodic share deliveries through 2028, potentially creating episodic selling for tax liquidity but not structural disposal pressure; absence of pledging reduces forced‑sale risk .
- Downside Protection/Change‑of‑Control: Double‑trigger CIC and clawback controls cap windfalls and protect shareholder value in transactional or misconduct scenarios; no excise tax gross‑ups is shareholder‑friendly .
- Execution: Above‑target PSUs and 2024 financial outperformance, combined with high say‑on‑pay support, indicate effective strategy execution and investor endorsement, reducing governance discount risk .