Jennifer M. Kirk
REPUBLIC SERVICESAbout Jennifer M. Kirk
Independent director since July 2016; age 50; currently Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Background spans 25+ years in finance/accounting, including Senior Vice President, Global Controller and Chief Accounting Officer at Medtronic (2021–Apr 2025) and senior finance roles at Occidental Petroleum; beginning May 2025, she will serve as CEO of Exubrion Therapeutics. The Board designates her as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | SVP, Global Controller & Chief Accounting Officer | 2021 – Apr 2025 | Led global financial reporting, budgeting/forecasting, compliance; coordinated audits; strategic financial leadership. |
| Occidental Petroleum Corporation | SVP, Integration & Value Capture; VP, Controller & CAO; various roles | 1999 – 2020 | Led technological innovation and cybersecurity initiatives; deep finance and operations exposure. |
| Arthur Andersen LLP | Audit Staff/Senior | 1996 – 1999 | Planned/supervised financial statement audits. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exubrion Therapeutics | Chief Executive Officer | Beginning May 2025 | CEO-designate; Board member. |
| Sempra | Director | 2024 – Present | Audit Committee; Safety, Sustainability & Technology Committee. |
| Western Midstream Partners, LP | Director | 2019 – 2020 | — (prior public company board). |
| Professional/Non-profit | Member | Various | Chief Accounting Officer Network; AICPA; Healing with Horseplay. |
Board Governance
- Committees: Audit (Chair) and Nominating & Corporate Governance; Board deems her independent under NYSE standards.
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings; non-employee directors met regularly in executive sessions.
- Audit Committee: Held five meetings in 2024; Board identifies Ms. Kirk as an “audit committee financial expert.”
- Engagement: As Audit Chair, she signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K; Committee oversees EY independence and internal controls.
- Board leadership: Non-executive, independent Chairman model in place; strengthens independence and investor engagement.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for non-employee directors. |
| Audit Committee Chair Retainer | $25,000 | Chair premium for Audit Committee. |
| Total Cash Fees (Kirk) | $125,000 | Reported fees earned/paid in cash. |
| RSU Grant (Fair Value) | $230,091 | Annual grant; fully vested upon grant; settled per plan rules. |
| RSUs Granted (Units x Price) | 1,395 x $164.94 | Granted Jan 2, 2024 to each non-employee director (excl. Linebarger prorated). |
| Total 2024 Compensation (Kirk) | $355,091 | Sum of cash and stock awards. |
- Structure: No meeting fees; RSUs for directors are fully vested at grant; dividend equivalents issued as additional RSUs; settlement occurs at termination of service or after three years unless deferred via DCP.
- Director pay setting: Nominating & Corporate Governance Committee makes recommendations on non-employee director compensation.
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance-based metrics (Director pay) | Not applicable | Non-employee director RSUs are time-based and fully vested upon grant; no performance metrics or options. |
Other Directorships & Interlocks
| Company | Relationship to RSG | Potential Interlock/Conflict |
|---|---|---|
| Sempra | Utility/Infrastructure; not a direct competitor | Serves on Sempra’s Audit and safety/sustainability committees; no disclosed related-party transactions with RSG. |
| Western Midstream Partners, LP | Energy midstream (prior directorship) | No current interlock; historical role only. |
| Exubrion Therapeutics | Veterinary therapeutics (private) | CEO role beginning May 2025; unrelated industry; Board limits on other public company boards mitigate time commitment risks. |
- Outside board service policy: Independent directors limited to ≤4 public boards (including RSG); active public company executives limited to ≤2 (including RSG); audit committee simultaneous service on >3 other public companies requires Board determination.
Expertise & Qualifications
- Financial/accounting leadership, global reporting, compliance in highly regulated industries; cybersecurity and technology innovation exposure from Occidental; designated audit committee financial expert.
- Strategic capital allocation perspective and internal control oversight; fits RSG’s audit leadership needs.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Outstanding |
|---|---|---|---|
| Jennifer M. Kirk | 4,449 | <1% (*) | 23,431 |
| Notes | — | Based on 312,468,671 shares outstanding; asterisk denotes <1% | RSUs include vested/unvested, DCP units, and earned PSUs in DCP |
- Stock ownership guideline (directors): Must hold RSG stock or vested RSUs valued at $750,000 within five years of first full annual grant; all independent directors on the Board ≥5 years meet this guideline (includes Kirk).
- Anti-hedging/anti-pledging: Policy prohibits hedging, short sales, margin accounts, and pledging of RSG securities.
- Options: No stock options outstanding held by directors as of March 24, 2025.
Governance Assessment
- Strengths: Independent status with deep financial expertise; Audit Chair and audit committee financial expert designation; consistent attendance; strong anti-hedging/anti-pledging policies and clawback framework; director ownership requirement met (≥$750k).
- Compensation alignment: Director pay balanced with cash retainer plus equity RSUs (fully vested), promoting alignment through stock exposure and dividend-equivalent RSUs; no options or performance-contingent equity reduces incentive for short-term risk taking.
- Conflicts/related-party: Company reports no related party transactions since Jan 1, 2024; Board independence review disclosed specific relationships for other directors, none noted for Kirk.
- Time-commitment signal: Upcoming CEO role at Exubrion raises workload consideration; RSG’s outside board limits and audit committee service thresholds provide governance safeguards; current external public board service (Sempra) within policy.
- RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, or low attendance.