Gregg K. Brummer
REPUBLIC SERVICESAbout Gregg K. Brummer
Executive Vice President and Chief Operating Officer at Republic Services since August 2023; age 59, with tenure at the company since 2014. He previously led field operations as Senior Vice President, Operations (2019–2023) and Area President (2014–2019), after leadership roles at BlueLinx and Georgia-Pacific . Company performance under the 2024 NEO program delivered revenue growth of 7%, EPS of $6.49 (+19% YoY), cash from operations of $3.94B (+9% YoY), and adjusted FCF +10%; PSUs for the 2022–2024 cycle paid at 136.16% of target, with rTSR at the 81.1st percentile .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Republic Services | EVP, COO | Aug 2023–present | Maximizes field performance, service delivery, operating plan execution, and financial/operational results company-wide |
| Republic Services | SVP, Operations | Jun 2019–Aug 2023 | Led field operations and execution of operating plans to achieve financial/operational results |
| Republic Services | Area President | Jan 2014–Jun 2019 | Ran Area P&L and operations; predecessor to enterprise operations leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BlueLinx | Regional VP; General Manager | Pre-2014 | Senior field leadership prior to RSG |
| Georgia-Pacific | Various leadership positions | Pre-2014 | Multiple leadership roles before BlueLinx |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $630,000 | $660,000 |
| All Other Compensation components (2024) | Amount ($) |
|---|---|
| 401(k) match | $13,800 |
| DCP matching contribution | $19,994 |
| DCP retirement contribution | $65,000 |
| Life insurance premiums | $717 |
| Total “All Other Compensation” | $99,511 |
Performance Compensation
Annual Cash Incentive (design and 2024 outcome)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| EPS (adjusted) | 50% | $6.09/share | $6.41/share | Contributed to 152.46% of target before sustainability modifier |
| Free Cash Flow (adjusted) | 50% | $2,143mm | $2,183mm | Contributed to 152.46% of target before sustainability modifier |
| Sustainability modifier (safety, talent, climate) | +/-10 ppt | n/a | 0% in 2024 | No change |
| Individual payout | — | 85% of salary at target | 129.60% of salary | $855,295 |
| Annual incentive opportunity (as % of salary) | Threshold | Target | Maximum | Actual (2024) |
|---|---|---|---|---|
| Gregg K. Brummer | 10.63% | 85% | 170% | 129.60% ($855,295) |
| Historical annual incentive framework | 2022 | 2023 | 2024 |
|---|---|---|---|
| EPS target ($/share) | $4.76 | $5.27 | $6.09 |
| EPS actual ($/share) | $4.93 | $5.61 | $6.41 |
| FCF target ($mm) | $1,703 | $1,915 | $2,143 |
| FCF actual ($mm) | $1,742 | $1,985 | $2,183 |
| Financial payout (% of target) | 185% | 164.15% | 152.46% |
| Sustainability modifier | 0% | -3% | 0% |
| Total payout (% of target) | 185% | 161.15% | 152.46% |
Long-Term Incentive (PSUs and RSUs)
| Element | Weighting | Performance metrics | Vesting | Key 2022–2024 outcomes |
|---|---|---|---|---|
| PSUs | 64% of NEO LTI on average | ROIC 40%, CFVC 40%, rTSR 20% | End of 3-year cycle; 50% cash/50% shares for NEOs | CFVC $6,044mm; ROIC 9.9%; rTSR 81.1st percentile; combined payout 136.16% |
| RSUs | 36% of NEO LTI on average | n/a | Ratably over 4 years | n/a |
| 2024 grants (March 1, 2024) | Count (#) | Grant-date fair value ($) |
|---|---|---|
| RSUs | 3,703 | $680,019 |
| PSUs (target) | 5,555 | $1,078,892 |
Equity Ownership & Alignment
| Ownership as of March 24, 2025 | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 11,398 | <1% of outstanding |
| RSUs outstanding (vested+unvested) | 18,339 | RSUs receive dividend equivalents |
| Options | None outstanding (NEOs/directors) | — |
| Shares outstanding (denominator) | 312,468,671 | — |
| Ownership as % of shares outstanding | ~0.0036% (11,398 / 312,468,671) | Derived from cited inputs |
| DCP aggregate balance | $4,816,487 | Includes executive and company contributions, plus earnings |
| Stock ownership guideline | 5× salary (execs other than CEO) | Brummer: In compliance |
| Anti-hedging/anti-pledging | Hedging, short sales, margin/pledging prohibited | Pre-clearance; blackout periods apply |
| Clawback policy | More robust than SEC/NYSE; applies to officers and senior leaders | Filed with 10-K |
Outstanding Equity and Vesting Schedules
| Outstanding awards at FY-end (12/31/2024) | Grant date | Units (#) | Market value ($) |
|---|---|---|---|
| RSUs | 2/23/2021 | 740 | $148,873 |
| RSUs | 2/11/2022 | 9,498 | $1,910,808 |
| RSUs | 2/17/2023 | 1,162 | $233,771 |
| RSUs | 8/25/2023 | 1,565 | $314,847 |
| RSUs | 3/1/2024 | 3,734 | $751,206 |
| PSUs (equity incentive awards) | 2/11/2022 | 2,807 | $564,712 |
| PSUs (equity incentive awards) | 2/17/2023 | 2,518 | $506,571 |
| PSUs (equity incentive awards) | 3/1/2024 | 5,601 | $1,126,809 |
| Upcoming vesting (shares) | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| RSUs vesting in year | 9,647 (2/11: 9,066; 2/17: 387; 2/23: 740; 3/1: 933; 8/25: 521) | 2,185 (2/11: 432; 2/17: 387; 3/1: 934; 8/25: 522) | 1,911 (2/17: 388; 3/1: 933; 8/25: 522; 3/1: add’l 68? none) | 934 (3/1) |
| PSUs maturing in year | 2,518 (12/31/2025) | 5,601 (12/31/2026) | — | — |
Note: RSUs vest ratably over four years from grant; PSUs vest at the end of the three-year performance period; PSU payout split 50% cash/50% shares for NEOs (Brummer’s 2022–2024 PSUs paid 100% in shares) .
Employment Terms
| Topic | Provision |
|---|---|
| Employment agreement | None; covered by Executive Separation Policy |
| Restrictive covenants | Non-solicitation, confidentiality, arbitration; non-compete where appropriate |
| Change-in-control trigger | Double trigger; severance only if termination without cause or for good reason within 1 year post-CIC |
| Clawback | Expanded beyond SEC/NYSE standards; applies to officers and senior leaders |
| Tax gross-ups | No excise tax gross-ups; limited gross-ups only under broad relocation policy |
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Severance ($) | COBRA ($) | Stock awards acceleration ($) | Annual incentive ($) | DCP employer contributions ($) | Total ($) |
|---|---|---|---|---|---|---|
| Company termination without cause | $1,320,000 (2 years’ salary) | $44,909 | $3,742,649 | $855,295 (actual 2024) | $313,310 | $6,276,164 |
| Change in control + termination w/o cause or for good reason | $2,442,000 (2× salary+target bonus) | $44,909 | $4,994,294 (immediate vest RSUs; PSUs at target, no proration) | $561,000 (target) | $313,310 | $8,355,513 |
| Disability | — | $44,909 | $4,758,709 (immediate vest RSUs; PSUs prorated) | $855,295 (actual) | $313,310 | $5,927,314 |
| Retirement (eligible by age/service; subject to notice) | — | — | $5,303,102 (RSUs immediate; PSUs vest in full) | $855,295 (actual) | $313,310 | $6,471,707 |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: Average NEO LTI is 64% PSUs (performance-based) and 36% RSUs; annual incentives tied to EPS and adjusted FCF, with a universal sustainability modifier of +/-10 percentage points .
- Performance metrics are robust and linked to guidance and controllable drivers; PSU metrics are ROIC, CFVC, and rTSR versus a peer set; 2022–2024 PSU payout at 136.16% reflects above-target ROIC/CFVC and top-quartile rTSR .
- Ownership alignment: 5× salary guideline for execs; Brummer is compliant; anti-hedging/pledging and strong clawback reduce misalignment risks .
Investment Implications
- Strong pay-for-performance alignment: Above-target annual incentive outcomes and 136% PSU payout align with robust EPS/FCF delivery and top-quartile rTSR, supporting confidence in execution continuity under Brummer’s operations leadership .
- Limited insider selling pressure: Upcoming vesting is sizable in 2025–2026, but anti-pledging and pre-clearance limits forced sales; monitor PSU/RSU vesting windows for potential liquidity events near 2/11, 2/17, 3/1, 8/25, and 12/31 each year .
- Retention dynamics: Separation policy provides 2× CIC severance and full acceleration at target on PSUs under double-trigger; retirement eligibility with full RSU/PSU vesting (subject to notice) is a retention risk lever—watch for notice filings or 8-K 5.02 signals .
- Governance quality: No employment agreement, robust clawback, no excise tax gross-ups, and prohibition on pledging/hedging indicate shareholder-friendly structures, mitigating governance red flags .
Additional details available in the 2025 Proxy Statement: Executive compensation tables, outstanding awards, vesting schedules, and separation policy mechanics .