Jon Vander Ark
REPUBLIC SERVICESAbout Jon Vander Ark
Jon Vander Ark, 49, is President and Chief Executive Officer of Republic Services (RSG) and a director since July 2021. He joined RSG in 2013, rising through Chief Marketing Officer, EVP Operations, and Chief Operating Officer before becoming CEO on June 25, 2021 . Under his leadership, 2024 results included 7% revenue growth, EPS of $6.49, cash from operations of $3.94B, adjusted FCF of $2.18B, and $1.18B returned to shareholders; adjusted EPS rose 15% YoY and cash from operations grew 9% . Long-term performance metrics embedded in pay delivered strong outcomes: the 2022–2024 PSU cycle paid at 136.16% of target, with CFVC of $6,044M, ROIC of 9.9%, and rTSR at the 81.1st percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Services | President & CEO | 2021–Present | Expanded strategy to compete broadly in environmental services; built world-class capabilities in customer zeal, digital, sustainability . |
| Republic Services | EVP, Chief Operating Officer; EVP, Operations; EVP, Chief Marketing Officer | 2013–2021 | Deep operating knowledge across 204 business units; developed customer zeal/digital/sustainability capabilities . |
| McKinsey & Company | Partner; Associate Principal; Manager | 2000–2012 | Developed marketing/sales expertise across industries including automotive, logistics, consumer durables . |
External Roles
| Organization | Role | Years | Committees / Impact |
|---|---|---|---|
| Lennox International | Director | 2024–Present | Member of Audit Committee and Compensation & Human Resources Committee . |
| Chances for Children | Board Member | — | Community engagement leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $1,150,000 | $1,200,000 |
| All Other Compensation | $285,265 | $437,355 |
| Perquisites detail | Aircraft usage incremental cost included; audit committee reviews personal aircraft use quarterly | Aircraft usage incremental cost included; audit committee reviews personal aircraft use quarterly |
2024 Summary Compensation (multi-year):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,075,000 | $1,113,077 | $1,161,539 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $5,660,534 | $7,842,000 | $8,634,319 |
| Non-Equity Incentive (annual cash incentive) | $2,849,000 | $2,594,515 | $2,744,262 |
| All Other Compensation | $330,411 | $285,265 | $437,355 |
| Total | $9,914,945 | $11,834,857 | $12,977,475 |
Performance Compensation
Annual Incentive design (CEO):
- Metrics: 50% EPS measure, 50% FCF measure; +/-10 percentage-point sustainability modifier (safety, talent, climate) applied consistently to senior executives .
- 2024 opportunity: Threshold $225,000; Target $1,800,000; Max $3,600,000 .
- 2024 payout: $2,744,262 (actual) .
2024 LTI awards and structure:
- RSUs vest ratably over 4 years; PSUs vest over 3 years and pay 50% in cash / 50% in stock .
- PSU metrics/weighting: CFVC 40%; ROIC 40%; rTSR 20% .
PSU performance results (closed cycle):
| PSU Performance Period | CFVC Target/Actual | ROIC Target/Actual | rTSR Target/Actual | Payout (%) |
|---|---|---|---|---|
| 2022–2024 | Target undisclosed / $6,044M actual | Target undisclosed / 9.9% actual | Target 56th percentile / Actual 81.1st percentile | 136.16% of target |
2024 Grants (CEO):
| Award Type | Grant Date | Threshold | Target | Maximum |
|---|---|---|---|---|
| Annual Cash Incentive ($) | — | $225,000 | $1,800,000 | $3,600,000 |
| RSUs (shares / value) | 3/1/2024 | — | 13,614 / $2,500,075 | — |
| PSUs (shares) | 3/1/2024 | 7,896 | 31,584 | 47,376 |
Equity Ownership & Alignment
Ownership and guidelines (as of March 24, 2025):
| Metric | Value |
|---|---|
| Shares beneficially owned | 103,062 (<1%) |
| RSUs held (vested + unvested) | 47,436 |
| Options outstanding | None as of 3/24/2025 |
| Shares outstanding (base for % calc) | 312,468,671 |
| CEO stock ownership guideline | 8× salary; in compliance |
| Anti-hedging/anti-pledging | Prohibits hedging, pledging, margin, short sales, non-approved standing orders |
Outstanding unvested awards (12/31/2024):
| Grant Date | Type | Unvested Units | Market Value ($) |
|---|---|---|---|
| 2/23/2021 | RSU | 2,960 | $595,493 |
| 6/25/2021 | RSU | 965 | $194,139 |
| 2/11/2022 | RSU | 7,340 | $1,476,661 |
| 2/11/2022 | PSU | 34,538 | $6,948,355 |
| 2/17/2023 | RSU | 13,364 | $2,688,570 |
| 2/17/2023 | PSU | 38,735 | $7,792,707 |
| 3/1/2024 | RSU | 13,727 | $2,761,598 |
| 3/1/2024 | PSU | 31,848 | $6,407,181 |
Vesting schedules and settlement:
- RSUs: ratable over four years; dividend equivalents accrue and vest with RSUs .
- PSUs: 3-year performance; dividends accrue but only pay on earned shares; pay 50% cash/50% stock at cycle end .
Insider selling pressure signals:
- Significant scheduled RSU vesting across 2021–2024 grants and PSU settlements in 2025–2027 cycles may create periodic supply; pledging and short-term trading are prohibited, mitigating forced selling risk .
Employment Terms
Executive Separation/CIC economics for CEO:
| Scenario | Severance ($) | COBRA ($) | Stock Awards ($) | Annual Incentive ($) | Deferred Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | — | 25,795,265 | 1,800,000 (target) | 1,459,841 | 29,055,106 |
| Disability | — | — | 25,795,265 | 2,744,262 (actual 2024) | 1,459,841 | 29,999,368 |
| Termination without Cause | 2,400,000 | 44,909 | 21,193,357 | 3,600,000 (2× target) | 1,459,841 | 28,698,107 |
| Change in Control + Termination | 6,000,000 (2× salary+target bonus lump sum) | 44,909 | 28,864,703 (accelerated vesting) | 1,800,000 (target) | 1,459,841 | 38,169,453 |
Key contractual features:
- Double-trigger CIC; no “good reason” termination absent CIC; no excise tax gross-ups; robust clawback exceeding SEC/NYSE requirements .
- CEO-specific severance: continued base salary plus target bonus for two years if terminated without cause (special term) .
- Clawback applies to incentive compensation; no dividends on unearned PSUs .
Board Governance
- Board service: Director since July 2021; not independent due to executive status; non-employee, independent Chairman structure (Manny Kadre) separates roles, enhancing independence; CEO attends committee meetings but is not a committee member .
- Committees and meeting cadence: All standing committees (Audit, Talent & Compensation, Finance, Governance, Sustainability & Corporate Responsibility) are independent; in 2024 Audit met 5×, Talent & Compensation 5×, Finance 5×, Governance 4×, Sustainability 4× .
- Attendance and sessions: Board held five meetings in 2024; directors attended at least 75% of meetings; non-employee directors met regularly in executive session; Vander Ark chaired the 2024 annual meeting .
- Independence determinations: Board affirmed independence of other directors, noting relationships with Cascade/Gates in its assessment; Vander Ark is not independent as an employee .
Director Compensation (for dual role context)
- CEO receives no additional compensation for serving as a director; elected to Board June 25, 2021 effective July 1, 2021 .
Performance & Track Record
Highlights under Vander Ark’s leadership:
- 2024: Revenue +7%, EPS $6.49, cash from operations $3.94B, adjusted FCF $2.18B; $1.18B returned via dividends and repurchases .
- Strategic initiatives: Polymer Centers and Blue Polymers JV advancing circularity; Lightning Renewables JV targeting ~40 RNG projects; largest EV fleet with >50 EVs operating and full deployment underway by 2025 .
- Sustainability oversight and rankings: Board-level sustainability oversight; inclusion in DJSI North America and World Index with industry-leading ratings (MSCI “A”) .
Say-on-Pay & shareholder feedback:
- 2025 Annual Meeting: advisory vote on NEO compensation approved (votes for 269,210,638; against 8,610,621; abstentions 929,588) .
- 2024 say-on-pay support 97.2% of shares voted; disclosures enhanced around sustainability modifier per shareholder input .
- 2023 Annual Meeting: advisory say-on-pay approved (votes for 272,146,201; against 6,594,662; abstentions 1,085,185) .
Compensation Structure Analysis
- High at-risk mix: 89% of CEO’s 2024 target compensation is at-risk/performance-based; annual incentive tied to EPS/FCF with sustainability modifier; LTI is majority PSUs tied to ROIC/CFVC/rTSR .
- Equity-heavy design: 2024 awards set RSUs at $2.5M and PSUs at $5.8M for CEO, reinforcing long-term alignment; PSUs paid above target for 2022–2024 based on strong CFVC/ROIC/rTSR .
- Governance protections: Robust clawback, double-trigger CIC, no PSU dividends before vesting, anti-hedging/anti-pledging, independent consultant, annual risk review .
Investment Implications
- Alignment: CEO meets 8× salary ownership guideline; no options outstanding (reduces repricing risk); anti-pledging policy mitigates leverage/forced selling .
- Retention and supply dynamics: Large outstanding RSUs/PSUs with scheduled vesting through 2027 support retention but create predictable settlement-based supply that traders should calendar around, especially PSU cycles (2023–2025 and 2024–2026) .
- Pay-for-performance: Strong multi-year PSU payout (136.16%) and high say-on-pay support validate alignment; monitor EPS/FCF trajectory and sustainability modifier impacts on annual incentive variability .
- Change-in-control economics: Double-trigger with meaningful acceleration ($28.9M stock awards, $6.0M cash), a potential consideration in M&A scenarios .
- Strategic execution signals: Continued progress on circularity (Polymer Centers/Blue Polymers) and RNG portfolio expansion underpins CFVC/ROIC metrics; success here is directly linked to LTI outcomes and long-term value creation .