Michael A. Duffy
REPUBLIC SERVICESAbout Michael A. Duffy
Independent director of Republic Services since July 2020; age 55. Currently CEO of OnTrac, with 25+ years spanning supply chain, distribution, and retail across OnTrac, FleetPride, C&S Wholesale Grocers, Cardinal Health, Procter & Gamble/Gillette, and consulting. Serves on the Audit and Sustainability & Corporate Responsibility Committees; classified as independent by the Board under NYSE standards. Not designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OnTrac | Chief Executive Officer | 2023 – Present | Leads largest regional e-commerce parcel carrier; CEO experience cited as key to board contributions |
| FleetPride, Inc. | Chief Executive Officer | 2021 – 2023 | CEO leadership; HR/talent and labor perspective |
| C&S Wholesale Grocers, Inc. | Chief Executive Officer | 2017 – 2020 | Developed and implemented strategic initiatives for growth |
| Cardinal Health, Inc. | President, Hospital Solutions; Global Supply Chain President, Medical Products; other executive roles | 2006 – 2017 | Managed complex supply chains; large-scale operations oversight |
| The Procter & Gamble Company | Vice President, Global Supply Chain | 2005 – 2006 | Consumer goods supply chain leadership |
| Gillette Company (acq. by P&G 2005) | Vice President, North America Value Chain | 2001 – 2005 | End-to-end value chain leadership |
| New York Consulting Partners | Partner | 1997–1999; 2000–2001 | Strategy and operations consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OnTrac | Board Member | Current | Private company; no RSG related-party transactions disclosed |
| FleetPride | Board Member | Current | Private company; no RSG related-party transactions disclosed |
Board Governance
| Attribute | Status | Details |
|---|---|---|
| Independence | Independent | Board determined 12 of 13 nominees (including Duffy) are independent under NYSE and Company categorical standards |
| Committees | Member | Audit; Sustainability & Corporate Responsibility |
| Committee Chair | None | Not listed as chair of any committee |
| Attendance | Meets threshold | Board held 5 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; non-employee directors met in executive session |
| Committee Meetings (2024) | Audit: 5; Sustainability & Corporate Responsibility: 4 | Counts for committees on which Duffy serves |
| Years on Board | Director since July 2020 | Tenure disclosed in nominee bio |
| Service on Public Boards | None disclosed | No current public company directorships listed for Duffy |
| Audit Committee Financial Expert | Not designated | Audit Committee financial experts identified as Kirk, Reynolds, Linebarger (not Duffy) |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard non-employee director retainer |
| Committee chair fees | — | Not a chair (Audit chair retainer is $25k; other chairs $20k) |
| Board chair retainer | — | Not applicable (Board Chair retainer $168,750 for 2024, prorated) |
| Meeting fees | $0 | No meeting fees; travel expenses reimbursed |
| Total cash (Duffy) | 100,000 | Per director compensation table |
Notes: RSG’s non-employee director program pays a $100k cash retainer and equity in RSUs; no meeting fees; chairs receive additional retainers (Audit $25k; other committees $20k) .
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting/Settlement | Other Terms |
|---|---|---|---|---|---|
| Annual RSU grant (Duffy) | Jan 2, 2024 | 1,395 | 230,091 | Fully vested upon grant; settles at the earlier of board departure or 3 years, unless deferred into DCP | |
| Dividend equivalents | Quarterly | Additional RSUs | — | Credited after any quarter in which dividends are paid | Based on closing price on dividend payment date |
| Stock options | N/A | — | — | No options outstanding held by directors as of Mar 24, 2025 | Company-wide disclosure for directors and officers |
Mix and commentary:
- Duffy’s 2024 total director compensation: $330,091 (cash $100,000; RSUs $230,091). Approximate mix: ~30% cash / ~70% equity, aligning pay with shareholder outcomes .
- Director pay is fixed cash plus time-based RSUs (no performance metrics for director compensation), promoting alignment while preserving independence .
Other Directorships & Interlocks
| Company | Type | Sector | Role | Potential RSG Interlock |
|---|---|---|---|---|
| OnTrac | Private | Parcel logistics | Board member; CEO | No related-party transactions with RSG disclosed since Jan 1, 2024 |
| FleetPride | Private | Heavy-duty parts distribution | Board member | No related-party transactions with RSG disclosed since Jan 1, 2024 |
Policy guardrails:
- Overboarding policy limits outside public boards; exceptions require Board determination; audit committee service limits also applied. Duffy holds no public-company boards currently, consistent with policy intent .
Expertise & Qualifications
- Deep supply chain and logistics leadership (Cardinal Health global supply chain; P&G/Gillette; CEO roles at logistics/distribution companies), directly relevant to RSG’s national, vertically integrated operations .
- Talent and labor exposure through multiple CEO roles supports Board oversight of human capital and safety focus areas .
- Not designated as an audit committee financial expert; complements committee with operational/logistics expertise while financial expert roles are covered by other members .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Ownership % | RSUs Outstanding (vested/unvested) |
|---|---|---|---|
| Michael A. Duffy | 1,598 | <1% | 8,790 |
| As-of Date/Notes | Mar 24, 2025 | Calculated on 312,468,671 shares outstanding | RSUs column includes both vested and unvested units; director RSUs vest at grant but may be unsettled per program terms |
| Citations |
Ownership alignment policies:
- Director stock ownership guideline: Each independent director must hold $750,000 in RSG stock or vested RSUs within five years of first full annual grant; directors with ≥5 years on the Board meet the guideline. Anti-hedging and anti-pledging policies apply .
Governance Assessment
Strengths
- Independent director; serves on two risk-relevant committees (Audit; Sustainability & Corporate Responsibility), reinforcing oversight of financial reporting, cybersecurity, safety, climate, and community impacts .
- Solid attendance expectations met (≥75%); non-employee directors met regularly in executive sessions, supporting independent oversight .
- Compensation structure for directors is balanced toward equity (2024: ~$230k RSUs vs $100k cash for Duffy), aligning with shareholder value; RSUs fully vest on grant but settle after service/3 years to encourage retention; anti-hedging/pledging and robust clawback at the enterprise level enhance alignment and discipline .
- No related-party transactions involving Duffy disclosed since Jan 1, 2024; Board reaffirmed director independence across the slate .
Watch items / potential risks
- Not an audit committee financial expert; however, the Audit Committee includes designated experts (Kirk, Reynolds, Linebarger), mitigating skill-gaps at committee level .
- External CEO role (OnTrac) requires continued monitoring for time commitment and any prospective commercial relationships; no related-party transactions disclosed for 2024 .
Signals for investors
- Committee assignments place Duffy at the center of financial and ESG/safety oversight conversations, consistent with his operational/supply-chain background—supportive for RSG’s strategy in complex logistics, decarbonization, and circularity initiatives. Attendance and independence disclosures, plus absence of related-party dealings, should support investor confidence in board effectiveness and objectivity .
Appendix: Reference Data Extracts
Director biography excerpt and committee roles: Michael A. Duffy — Director since July 2020 (age 55); Committees: Audit; Sustainability & Corporate Responsibility . Experience highlights and career chronology include CEO roles at OnTrac, FleetPride, and C&S Wholesale; senior supply chain roles at Cardinal Health and P&G/Gillette; consulting at NYCP; additional roles as Board Member at OnTrac and FleetPride .
Director compensation detail: 2024 fees and equity by director; Duffy: cash $100,000; stock awards $230,091; total $330,091. Annual non-employee director RSU grant equaled 1,395 units at $164.94/share on Jan 2, 2024; RSUs fully vested on grant; settlement upon earlier of board departure or 3 years unless deferred; dividend equivalents in RSUs; no meeting fees .
Security ownership table: Duffy beneficially owned 1,598 common shares (<1%); RSUs outstanding 8,790; no stock options outstanding among directors/officers as of Mar 24, 2025 .
Board independence: 12 of 13 nominees independent; independence determination method and categorical standards disclosed .
Attendance: Board met 5 times in 2024; all directors met ≥75% attendance; non-employee directors met in executive sessions .
Committee meeting counts and compositions: Audit (5 meetings; includes Duffy); Sustainability & Corporate Responsibility (4 meetings; includes Duffy). Audit Committee financial experts: Kirk, Reynolds, Linebarger .
Related-party transactions: None requiring Item 404 disclosure since Jan 1, 2024 .