Michael Larson
REPUBLIC SERVICESAbout Michael Larson
Michael Larson (age 65) has served on Republic Services’ Board since October 2009 and is currently independent Chair of the Nominating & Corporate Governance Committee, and a member of the Finance and the Talent & Compensation Committees . He is Chief Investment Officer for both Cascade Asset Management Company (the investment office for William H. Gates III) and the Gates Foundation Trust, bringing four decades of investment and capital allocation experience; the Board explicitly reviewed his Cascade affiliation and determined he is independent under NYSE rules . In 2024, the Board met five times and each director attended at least 75% of Board and applicable committee meetings; Larson’s committees held 4–5 meetings each during the year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William H. Gates III / Gates Foundation Trust | Chief Investment Officer | 1994–present | Long-term capital allocation leadership; perspective of Republic’s largest shareholder, Cascade Investment, L.L.C. |
| Harris Investment Management | Investment role (prior to 1994) | Prior to 1994 | Early-career investing experience |
| Putnam Management Company | Investment role (prior to 1994) | Prior to 1994 | Early-career investing experience |
| ARCO | Finance/Investment role (prior to 1994) | Prior to 1994 | Early-career corporate experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | Director | 2012–present | Chair, Finance Committee; Member, Safety, Health and Environment Committee |
| Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) | Director | 2011–present | Director |
| Western Asset Funds | Director | Not disclosed | Member: Audit; Governance & Nominating; Executive & Contracts; Investment & Performance Committees |
| Former Public Boards | Director | Not disclosed | AutoNation, Grupo Televisa, Hamilton Lane, Pan American Silver (former) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Finance; Member, Talent & Compensation .
- Committee activity (2024): Governance Committee held 4 meetings; Finance Committee held 5; Talent & Compensation Committee held 5 .
- Independence: Board determined Larson is independent; it considered his role as CIO to William H. Gates III (beneficial owner of Cascade Investment, RSG’s largest shareholder) in making this determination .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Shareholder engagement: Multiple directors participated in annual outreach; company engaged with holders representing ~57% of shares outstanding in 2024 .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | |
| Committee chair fee (Governance Chair) | $20,000 | |
| Total cash paid to Larson (2024) | $120,000 | |
| Annual equity grant | RSUs with grant-date fair value $230,000 | |
| Grant size/price (2024) | 1,395 RSUs at $164.94 (all non-employee directors except Linebarger) | |
| Vesting/settlement | RSUs fully vested at grant; settled upon termination or 3 years after grant unless deferred into DCP; dividend equivalents paid as additional RSUs |
Larson’s total reported 2024 director compensation: $350,091 (cash $120,000; stock awards $230,091) .
Performance Compensation
| Element | Performance Metric(s) | Payout Determination | Notes |
|---|---|---|---|
| Director equity | None (time-based RSUs only) | Not performance-conditioned | RSUs vest at grant; settlement timing as noted above; no meeting fees paid . |
Other Directorships & Interlocks
| Company | Relationship to RSG | Interlock/Conflict Notes |
|---|---|---|
| Ecolab Inc. | Not identified as RSG competitor/supplier/customer in proxy | Current director; committee leadership noted; no related-party transactions disclosed with Larson . |
| FEMSA | Not identified as RSG competitor/supplier/customer in proxy | Current director; no related-party transactions disclosed with Larson . |
- Related-party screening: Company policy requires Audit Committee approval of any Item 404 transactions; none since January 1, 2024 (other than standard director/executive compensation) .
- Largest shareholder context: Cascade Investment, L.L.C. (beneficially owned by William H. Gates III) owns 35.1% of RSG; independence of Larson affirmed notwithstanding Cascade affiliation .
Expertise & Qualifications
- Finance/investments and capital allocation expertise from 40-year investing career; brings long-term shareholder perspective including that of Cascade Investment .
- Governance orientation and sustainability oversight experience (talent, safety, climate leadership) aligned with RSG’s strategic focus .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | RSUs/PSUs (Outstanding) | Basis/Notes |
|---|---|---|---|---|
| Michael Larson | 56,569 | <1% | 40,268 | Based on 312,468,671 shares outstanding at 3/24/2025 . |
- Stock ownership guidelines: Independent directors must hold $750,000 in RSG stock or vested RSUs within five years of first full annual grant; all independent directors with ≥5 years of service meet the guideline (Larson joined in 2009) .
- Anti-hedging/pledging: Policy prohibits purchasing/selling puts or calls, short sales, standing orders (outside approved 10b5-1 plans), holding in margin accounts, or pledging RSG securities .
- Section 16 compliance: No delinquent Section 16(a) reports for directors/officers in 2024; as of 3/24/2025 there were no stock options outstanding for directors or NEOs .
Governance Assessment
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Strengths:
- Independent director despite affiliation with largest shareholder; Board formally evaluated and confirmed independence .
- Deep capital allocation and governance expertise; chairs key Governance Committee, with active cadence (4 meetings in 2024) .
- Strong alignment via equity-heavy director pay (annual RSUs), ownership guidelines met, and strict anti-hedging/pledging policies .
- No related-party transactions involving Larson in latest period; robust related-party review policy .
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Potential risk indicators to monitor:
- Influence optics given Cascade’s 35.1% ownership; continued disclosure and independent oversight will remain important to investor confidence .
- Long tenure (since 2009) warrants ongoing refresh considerations; RSG discloses active refreshment and mandatory retirement age policies .
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Compensation committee considerations:
- Larson serves on Talent & Compensation; the committee retains an independent consultant (Pearl Meyer), oversees clawback policy (described as more robust than SEC/NYSE), and integrates sustainability into incentive oversight for executives (contextual to committee quality) .