Courtney Rodriguez
REPUBLIC SERVICESAbout Courtney Rodriguez
Courtney Rodriguez, age 51, serves as Executive Vice President, Chief Human Resources Officer (CHRO) at Republic Services, appointed in March 2023; she oversees talent strategy including acquisition and retention, learning and development, and total rewards, after senior HR leadership at Dell Technologies and earlier finance/audit roles at Arthur Andersen and as a financial analyst at Dell . Company performance underpins senior executive incentives: 2024 EPS Measure was $6.41 vs $6.09 target and 2024 Adjusted FCF was $2,183 million vs $2,143 million target, resulting in a 152.46% pre-sustainability payout for annual incentives; long-term PSU metrics are CFVC (40%), ROIC (40%), and RTSR (20%), with a strong pay-for-performance design supported by shareholder feedback . Republic’s TSR (value of a fixed $100 investment) reached 240.89 by 2024, with Net Income $2,043 million and Adjusted Free Cash Flow $2,183 million reflected in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Technologies | Senior Vice President, Global HR | Not disclosed | Led global HR; experience in frontline/customer operations, culture transformation, and M&A support |
| Dell Technologies | Financial Analyst | Not disclosed | Early finance role contributing analytical rigor to HR leadership trajectory |
| Arthur Andersen | Senior Auditor | Not disclosed | Foundation in audit/controls; informs governance and compensation discipline |
External Roles
No external board or director roles for Ms. Rodriguez are disclosed in the latest proxy .
Fixed Compensation
Ms. Rodriguez is not included among the named executive officers (NEOs) in the Summary Compensation Table; her base salary, target bonus %, and other fixed compensation amounts are not disclosed in the proxy . Republic sets competitive base salaries through peer benchmarking and performance for NEOs, but specific cash compensation for Ms. Rodriguez is not provided .
Performance Compensation
Republic’s senior executive programs emphasize pay-for-performance, with annual cash incentives and multi-year PSUs tied to financial metrics and a sustainability modifier.
- Annual Incentive design: 50% EPS Measure, 50% FCF Measure, plus a universal sustainability modifier of up to ±10 percentage points based on interim performance on safety, talent, and climate leadership for senior executives (including NEOs) .
- PSU design (2024–2026 cycle): CFVC 40%, ROIC 40%, RTSR 20% (three-year performance) .
| Metric (2024) | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS | 50% (annual incentive) | $6.09 | $6.41 | Contributes to 152.46% total payout pre-sustainability | Cash bonus (1-year); no vesting |
| Adjusted Free Cash Flow (FCF, $mm) | 50% (annual incentive) | $2,143 | $2,183 | Contributes to 152.46% total payout pre-sustainability | Cash bonus (1-year); no vesting |
| Cash Flow Value Creation (CFVC) | 40% (PSU, 2024–2026) | Not disclosed | Not disclosed | Determines PSU shares earned over 3 years | 3-year PSU cycle |
| Return on Invested Capital (ROIC) | 40% (PSU, 2024–2026) | Not disclosed | Not disclosed | Determines PSU shares earned over 3 years | 3-year PSU cycle |
| Relative TSR | 20% (PSU, 2024–2026) | Not disclosed | Not disclosed | Market-relative performance; Monte Carlo valuation | 3-year PSU cycle |
Notes:
- Sustainability modifier universally applied to senior executives’ annual incentives up/down by up to 10 percentage points (0% in 2024) .
- RSUs for executives vest ratably over four years; dividends accrue as additional RSUs and vest with the underlying units .
Equity Ownership & Alignment
- Stock ownership guidelines: 5x salary for executive officers (8x for CEO), with strong governance (clawback, no gross-ups, no repricing of underwater options, double-trigger CoC, anti-hedging and anti-pledging policies) .
- Anti-pledging policy: Directors, officers, employees are prohibited from pledging or short selling company stock, mitigating alignment risk .
Recent insider transactions and vesting (Form 4s):
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 02/17/2025 | Sale (to cover taxes) | 582 | $228.55 | 2,077 | |
| 02/17/2025 | Acquisition (vesting/settlement) | 1,404 | n/a | 2,659 | |
| 02/28/2025 | Sale (to cover taxes) | 199 | $237.02 | 2,359 | |
| 02/28/2025 | Acquisition (vesting/settlement) | 481 | n/a | 2,558 | |
| 04/28/2025 | RSUs vested (incl. accrued dividends) | 530 | n/a | Not shown in filing summary | |
| 04/27/2025 | Sale (to cover taxes) | 220 | $246.11 | 2,669 | |
| 04/27/2025 | Acquisition (vesting/settlement) | 530 | n/a | 3,199 | |
| 10/15/2025 | Form 4 filed (transaction details on SEC) | Not disclosed in summary | Not disclosed | Not disclosed |
Ownership percent:
- Example reference point: 2,889 shares vs 312,468,671 shares outstanding as of March 24, 2025 equates to approximately 0.0009% ownership, indicating immaterial selling pressure and limited “skin-in-the-game” in percentage terms .
Vesting schedules:
- RSUs vest ratably over four years; dividends accrue as additional RSUs and vest with underlying units .
- Documented RSU vest: 530 RSUs vested on 04/28/2025 (with dividend equivalents) .
Hedging/pledging:
- Company prohibits hedging and pledging; no individual pledging is disclosed for Ms. Rodriguez .
Employment Terms
Republic broadly does not use individual employment agreements; executive officers, including the CHRO, participate in the Executive Separation Policy with non-compete and non-solicit agreements .
| Scenario | Cash Severance | Annual Incentive | Equity Treatment | Welfare/COBRA | Notes |
|---|---|---|---|---|---|
| Death | N/A (salary earned/unpaid paid) | Vests/payable at target; prior earned paid at actual after period | All outstanding equity immediately vests; earned PSUs prorated | Continued coverage per policy | Employer DCP contributions + earnings paid |
| Disability | N/A (salary earned/unpaid paid) | Prorated based on actual company performance, paid after period | Outstanding equity immediately vests; earned PSUs prorated | Continued coverage per policy | Employer DCP contributions + earnings paid |
| Termination without Cause | Continued base salary for two years (executive officers) | Prorated based on actual performance (except CEO) | Outstanding equity continues to vest up to one year; earned PSUs prorated | Continued coverage up to two years | Employer DCP contributions + earnings paid |
| Change-in-Control + Qualifying Termination (Double Trigger) | Lump sum 2× (current base salary + target annual cash incentive), payable six months after termination | Outstanding annual cash awards vest/pay at target within 10 days | All PSUs vest/pay at target (no proration); all RSUs immediately vest | Continued coverage up to two years | Employer DCP contributions + earnings paid |
| Retirement (upon meeting criteria and notice) | Salary earned/unpaid paid | Earned PSUs vest in full | Outstanding RSUs immediately vest | Continuation coverage per policy | Employer DCP contributions + earnings paid if definition met |
Governance safeguards:
- Clawback policy more robust than SEC/NYSE; double-trigger CoC; anti-hedging/anti-pledging; no excise tax gross-ups; no repricing/exchange of underwater options without shareholder approval .
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking includes air freight/logistics, industrials, chemicals, and waste peers (e.g., WM, Waste Connections, FedEx, JB Hunt, CSX, Ecolab, etc.) .
- 2024 say-on-pay support: 97.2% approval, with investors supportive of performance metrics and governance; disclosure enhanced around sustainability modifier per feedback .
Board/Talent Oversight Intersections
- Board and Talent & Compensation Committee conduct quarterly oversight of talent acquisition/onboarding/retention, inclusion/diversity, engagement, wellness, compensation/benefits, and pipelines; relevant to CHRO mandate .
- Talent & Compensation Committee members (2024): Thomas W. Handley (Chair), Michael Larson, James P. Snee, Brian S. Tyler, Katharine B. Weymouth; independent consultant Pearl Meyer advises on pay design and benchmarking .
Investment Implications
- Alignment and retention: Executive Separation Policy with double-trigger change-in-control terms and immediate vesting upon CoC reduces involuntary turnover risk and aligns management comfort with strategic continuity; robust clawback/anti-hedging/anti-pledging mitigate governance risks around incentives .
- Selling pressure: Documented small periodic Form 4 sales (likely tax withholding) around vest dates (Feb/Apr) indicate limited incremental supply; her beneficial ownership is de minimis vs shares outstanding, implying negligible market impact from personal transactions .
- Pay-for-performance linkage: With annual incentives tied to EPS and FCF and PSUs tied to CFVC/ROIC/RTSR, continued execution on cash generation and capital efficiency is the lever for senior executive payouts; 2024 exceeded both EPS and FCF targets (152.46% payout pre-sustainability), reinforcing incentive alignment to financial performance .
- Governance quality: High say-on-pay support (97.2%) and independent compensation oversight with Pearl Meyer suggest stable investor confidence in compensation structure; stock ownership guidelines (5x salary for executive officers) promote alignment, though individual compliance disclosures for Ms. Rodriguez are not provided .