Katharine B. Weymouth
REPUBLIC SERVICESAbout Katharine B. Weymouth
Independent director at Republic Services (RSG) since October 2018; age 58. Current committee assignments: Audit, Finance, and Talent & Compensation; not a chair. Background includes CEO/Publisher of The Washington Post, Assistant General Counsel at The Washington Post, and recent operating roles in start-ups; currently a Venture Partner at Blu Venture Investors. Education is not disclosed in the proxy. Independence confirmed under NYSE standards; Board notes her multiple public directorships do not impair effectiveness or attendance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Washington Post | CEO & Publisher; Director of Advertising Sales; VP of Advertising; Assistant General Counsel | 1996–2014 | Led digital modernization initiatives; legal/regulatory experience supports audit/compliance oversight. |
| FamilyCare (mental health start-up) | Chief Operating Officer | 2021–2025 | Startup operating experience; talent building and sustainability insights. |
| The Chef Market (formerly dineXpert) | Senior Advisor; COO; CEO | 2017–2022 | Growth strategy and operations in early-stage context. |
| Blu Venture Investors | Venture Partner | 2025–Present | Focus on cybersecurity, healthtech, B2B SaaS; technology oversight perspective. |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Xometry, Inc. | Director | 2020–Present | Chair, Nominating & Corporate Governance; Member, Audit. |
| Sequoia Fund, Inc. | Director | 2020–Present | Member, Audit; Member, Nominating. |
| Cable One, Inc. | Director | 2015–Present | Member, Compensation & Talent Management. |
| Graham Holdings Company | Director | 2010–Present | Member, Finance; Member, Compensation. |
Board Governance
- Committee assignments: Audit; Finance; Talent & Compensation; not a committee chair.
- Independence: Board determined she meets NYSE independence standards; no material relationships impairing independence.
- Meeting attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Service on other boards policy: Limits are enforced; Board specifically concluded Weymouth’s other public boards do not impair her ability to serve; attendance unaffected.
- 2025 director election vote (her item): For 264,180,178; Against 14,479,050; Abstain 91,619; Broker non-votes 12,265,891.
- 2024 director election vote (her item): For 262,736,666; Against 18,880,743; Abstain 240,482; Broker non-votes 12,024,118.
- Governance controls relevant to directors: Clawback policy more robust than SEC/NYSE; anti-hedging/anti-pledging; majority voting; proxy access; independent committees and independent chair.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Committee chair fees | $0 | Audit chair $25,000; other chairs $20,000; Weymouth is not a chair. |
| Equity (RSUs) grant-date fair value | $230,091 | Annual RSU grant; fully vested upon grant; settled at termination or 3 years unless deferred. |
| RSU units granted (Jan 2, 2024) | 1,395 | Grant-date price $164.94 per share. |
Performance Compensation
- No performance-conditioned equity or cash disclosed for directors (no PSUs or annual performance metrics). Director equity is time/settlement-based RSUs; no meeting fees.
Other Directorships & Interlocks
- Board explicitly assessed director independence and service load; found Weymouth’s external directorships do not impair effectiveness.
- Related party transactions: None requiring Item 404 disclosure since January 1, 2024.
- Audit committee service load policy applied generally; exceptions require Board determination.
Expertise & Qualifications
- Digital transformation leadership from Washington Post modernization; supports technology and customer experience oversight.
- Legal background (Assistant General Counsel) enhances compliance/regulatory oversight in a highly regulated industry.
- Venture/start-up operating experience informs innovation, talent development, and sustainability governance.
- Current committee mix (Audit, Finance, T&C) aligns with legal, financial, and human capital skill sets.
Equity Ownership
| Metric | Detail |
|---|---|
| Shares beneficially owned | 5,802 (<1%); 540 in irrevocable trust and 5,262 directly. |
| RSUs held (vested/unvested) | 4,408 units (director RSUs accrue dividend equivalents). |
| Ownership guidelines | Independent directors must hold $750,000 in stock/vested RSUs within 5 years; all independent directors ≥5 years meet the guideline (Weymouth joined in 2018). |
| Hedging/pledging | Prohibited by policy for directors, officers, employees and immediate family members. |
Insider Trades (Form 4 – recent director RSU dividend equivalents)
| Transaction Date | Type | Units | Post-Transaction Holdings (RSUs) | SEC Filing |
|---|---|---|---|---|
| 2025-10-15 | A (RSU dividend equivalent) | 12.28 | 4,439.78 | https://www.sec.gov/Archives/edgar/data/1060391/000106039125000255/0001060391-25-000255-index.htm |
| 2025-07-15 | A (RSU dividend equivalent) | 9.77 | 4,427.50 | https://www.sec.gov/Archives/edgar/data/1060391/000106039125000198/0001060391-25-000198-index.htm |
Data reflect quarterly dividend-equivalent RSU accruals to director RSU balances; direct ownership changes not indicated in these entries.
Governance Assessment
- Board effectiveness: Active roles on Audit, Finance, and Talent & Compensation match prior legal, operating, and digital experience; independence affirmed; specific Board determination that multi-board service does not impair effectiveness.
- Alignment signals: Director equity paid in RSUs (fully vested at grant but settled over time) and $750k ownership guideline promote long-term alignment; policy prohibits hedging/pledging.
- Engagement and attendance: Board-wide attendance at ≥75% of meetings; say-on-pay support high (2024: 97.2% per proxy summary; 2025 raw vote support also strong).
- Conflicts/related-party exposure: No Item 404 related-party transactions; audit/independence processes robust; Pearl Meyer independent compensation consultant; double-trigger CIC provisions; enhanced clawback.
- RED FLAGS: None disclosed specific to Weymouth; note multi-board service monitored under policy with explicit Board review; anti-hedging/pledging mitigates alignment risks.