Manny Kadre
REPUBLIC SERVICESAbout Manny Kadre
Manny Kadre, age 59, is Republic Services’ independent, non‑executive Chairman of the Board (Chairman since March 2017; director since June 2014). He is CEO of Kollective Auto Group and previously served as CEO across beverage, automotive, healthcare and real estate companies, including Gold Coast Caribbean Importers and CC1 Companies, where he also held senior legal roles (General Counsel) — providing governance, strategy, M&A, marketing and regulatory expertise. He currently serves on public company boards at NeueHealth (formerly Bright Health Group) and The Home Depot, and previously at Mednax; he also serves on the University of Miami Board of Trustees and its Health System board . Kadre is designated independent by the Board and appears as independent in the director slate table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kollective Auto Group | Chief Executive Officer | 2012–Present | Leadership across customer-facing brands; marketing and loyalty; strategic direction and M&A guidance . |
| Gold Coast Caribbean Importers | Chief Executive Officer | 2005–2014 | Strategy, operations and brand positioning within regulated industries . |
| CC1 Companies | President, Vice President, General Counsel, Secretary | 1995–2009 | Legal/regulatory expertise; governance; operational leadership in a highly regulated sector . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NeueHealth (Bright Health Group, Inc.) | Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation & Human Capital | 2021–Present | Nominating & Corporate Governance (Chair); Audit; Compensation & Human Capital . |
| The Home Depot, Inc. | Director | 2018–Present | Audit; Finance . |
| Mednax, Inc. | Director | 2007–2022 | — . |
| University of Miami | Board of Trustees | — | Trustee . |
| University of Miami Health System | Board of Directors | — | Director . |
Board Governance
- Role and independence: Non‑executive, independent Chairman; not a member of standing committees but attends all committee meetings . Independent status affirmed by the Board; appears as independent in director slate .
- Chairman responsibilities: Sets agendas, presides over meetings, supervises information flow, provides input on committee appointments and governance, coordinates strategic reviews and shareholder engagement, and may request employee access .
- Attendance and engagement: In 2024 the Board held five meetings; each director attended at least 75% of Board and applicable committee meetings; non‑employee directors met regularly in executive sessions. Multiple directors participated in annual shareholder engagements .
- Committee landscape: Five independent committees (Audit; Talent & Compensation; Finance; Nominating & Corporate Governance; Sustainability & Corporate Responsibility) with defined charters; committees met 4–5 times in 2024 .
Fixed Compensation
| Component | Manny Kadre (2024) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $100,000 | Standard for non‑employee directors . |
| Chairman Additional Cash Retainer | $168,750 | Chairman retainer increased to $180,000 effective Oct 2024; amount prorated for 2024 . |
| Fees Earned or Paid in Cash (Total) | $268,750 | Kadre deferred a portion under the Deferred Compensation Plan (DCP) . |
| Annual RSU Grant (Fair Value) | $230,091 | Fully vested upon grant; dividend equivalents as additional RSUs . |
| Total (Cash + Stock) | $498,841 | — |
| Equity Grant Detail (2024) | Value | Grant Size | Grant Date | Grant Price |
|---|---|---|---|---|
| Annual RSU grant | $230,091 | 1,395 RSUs | Jan 2, 2024 | $164.94 per share |
- Settlement mechanics: Director RSUs are fully vested on grant; settled on the earlier of director’s termination or three years after grant unless deferred into DCP; dividend equivalents accrue as additional RSUs; no meeting fees are paid; committee chair cash retainers: $25,000 (Audit) and $20,000 (others) .
Performance Compensation
| Metric | Applies to Director Pay? | Details/Notes |
|---|---|---|
| Performance stock units (PSUs) | No | Non‑employee directors receive RSUs only; RSUs are fully vested upon grant; no director PSUs disclosed . |
| Options | No | As of Mar 24, 2025, no stock options outstanding for directors or NEOs . |
| Meeting fees | No | Company does not pay meeting fees to directors . |
Executive incentive metrics (EPS, FCF, ROIC, CFVC, rTSR, sustainability modifier) apply to NEOs, not directors; included here for completeness but not part of director pay .
Other Directorships & Interlocks
- Overboarding guardrails: Policy limits independent directors to ≤4 public boards (including RSG); active public company executives limited to ≤2. Manny serves on RSG + Home Depot + NeueHealth (3), within limits .
- Related parties and conflicts: No Item 404 related‑party transactions since Jan 1, 2024; Audit Committee approves and reviews any such transactions per policy .
- Independence determinations: Board affirmed independence for 12 directors; Manny designated independent .
Expertise & Qualifications
- Strategic and M&A acumen from decades as CEO across multiple industries; hands‑on acquisition and integration experience aligned with RSG’s growth strategy .
- Customer‑facing brand leadership and marketing expertise; valuable for oversight of customer zeal and revenue growth .
- Legal and regulatory background (former General Counsel), aiding governance in a highly regulated industry .
- Broad public company board experience across four public boards, including committee leadership (NeueHealth) and major committee service (Home Depot) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | RSUs (vested + unvested) | Options Outstanding |
|---|---|---|---|---|
| Manny Kadre | 4,245 | <1% (*) | 38,523 | None |
- Director ownership guideline: Independent directors must hold RSG stock and/or vested RSUs valued at $750,000 within five years of first full annual grant; all independent directors with ≥5 years meet guidelines (Kadre qualifies) .
- Anti‑hedging/pledging: Company prohibits hedging and pledging of RSG securities; no pledging disclosed for directors .
Governance Assessment
- Positives: Independent Chairman with defined responsibilities and strong engagement mandate; majority‑independent Board and independent committees; robust governance practices (clawback policy beyond SEC/NYSE, proxy access, majority vote standard, anti‑hedging/pledging); director equity paid in RSUs aligns long‑term interests; formal evaluation and succession planning; active shareholder outreach with director participation .
- Attendance: Board met 5 times in 2024 and each director attended ≥75% of Board and committee meetings; non‑employee directors held regular executive sessions .
- Conflicts/Red flags: No related‑party transactions since Jan 1, 2024; no options outstanding (limits repricing risk); pledging/hedging prohibited; independence reaffirmed. No specific attendance or say‑on‑pay concerns disclosed for the Board or Manny Kadre .
- Watch items: Multiple outside directorships (Home Depot, NeueHealth) are within policy limits; continued monitoring for potential ecosystem interlocks is prudent, but Board reports no impairing conflicts and reaffirmed independence .