Sandra M. Volpe
REPUBLIC SERVICESAbout Sandra M. Volpe
Independent director since December 2016 (age 57), former Senior Vice President at FedEx Ground with over three decades of finance, strategic planning, communications, and business development leadership in highly regulated, logistics-intensive environments. Currently chairs the Sustainability & Corporate Responsibility Committee and serves on the Finance and Nominating & Corporate Governance Committees; the Board has determined she is independent under NYSE standards. She attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Ground | SVP, Strategic Planning, Communications & Business Development Solutions; SVP, Strategic Planning, Communications & Contractor Relations; VP, Strategic Planning; VP, Finance | 2000–2022 | Led finance, strategic planning, communications, business development; deep operations/logistics experience including route planning and facility operations. |
| Lender’s Service, Inc. | Director of FP&A; Associate Vice President | 1993–2000 | Developed talent and engaged workforce through training and development; financial/strategic planning expertise. |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| American Heart Association (Greater Pittsburgh) | Board Member; former Board Chair | Not disclosed | Community engagement, health non-profit governance. |
| Go Red for Women | Board Member; former Executive Leadership Chair | Not disclosed | Women’s health advocacy and leadership. |
| American Heart Association (Eastern States) | Board Chair | Not disclosed | Regional governance leadership. |
| Kent State Univ. – Ambassador Crawford College | National Advisory Board Chair | Not disclosed | Business education oversight. |
| Kent State University | National Trustee | Not disclosed | University governance. |
Board Governance
- Committee assignments: Chair, Sustainability & Corporate Responsibility; member, Finance; member, Nominating & Corporate Governance.
- Committee activity (2024): Sustainability & Corporate Responsibility met 4x; Finance met 5x; Nominating & Corporate Governance met 4x; regular executive sessions held.
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; Ms. Volpe is independent.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; non-employee directors met regularly in executive session.
- Board oversight areas relevant to her chair role: Quarterly oversight of sustainability performance, climate, safety, community engagement, and sustainability innovation; annual Board review of sustainability performance.
- Policies supporting governance quality: Anti-hedging and anti-pledging; majority vote standard; clawback policy stronger than SEC/NYSE; proxy access; stock ownership guidelines for directors.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard retainer; no meeting fees; committee chair fees exist ($20k for Sustainability Chair) but Volpe’s 2024 cash shows base only, indicating chair role change timing; retainers prorated if partial year. |
| Equity grant (RSUs) | $230,091 | Annual grant valued at fair market value; directors (except Linebarger) received 1,395 RSUs on Jan 2, 2024 at $164.94 per share; fully vested upon grant; RSUs settled after 3 years or upon separation unless deferred. |
| Dividend equivalents | Additional RSUs | Directors receive RSU credits equal to dividends on underlying RSUs each quarter. |
Performance Compensation
| Metric Type | Applicability to Director Compensation | Notes |
|---|---|---|
| Performance-based metrics (e.g., EPS, FCF, ROIC, TSR) | Not applicable | Non-employee director compensation is retainer plus RSUs; RSUs vest upon grant; no director performance metrics applied. |
Directors may defer RSUs and/or cash into the Deferred Compensation Plan (DCP).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Volpe. |
- Related-party transactions: None requiring Item 404 disclosure since Jan 1, 2024.
- Service-on-other-boards policy: Independent directors limited to four public boards (two if an active public company executive), with Audit Committee service limits; exceptions require Board determination; applied to other directors where relevant.
Expertise & Qualifications
- Finance and strategic planning: More than 30 years across large global companies; supports oversight of risk management, financial reporting, internal controls, and capital allocation.
- Operations/logistics: Led vehicle routing, facility operations, and broader logistics at FedEx Ground; brings practical operating discipline to environmental services oversight.
- HR/talent: Experience attracting/retaining talent, training and development, and maintaining engaged workforce.
- Sustainability governance: Chairs Board committee overseeing climate leadership, circularity initiatives, safety, and community engagement; committee reviews progress against sustainability goals quarterly.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | RSUs (vested + unvested) |
|---|---|---|---|
| Sandra M. Volpe | 179 | <1% | 23,431 |
- Stock ownership guideline: Each independent director must hold Republic stock and/or vested RSUs totaling $750,000 within five years of first full annual grant; all independent directors with ≥5 years on Board meet the guideline, which includes Volpe (director since 2016).
- Anti-pledging/hedging: Policy prohibits pledging, short sales, and hedging of Republic securities.
Governance Assessment
- Strengths: Independent status with strong logistics and strategic planning expertise; chairs sustainability oversight with structured quarterly review; attends ≥75% of meetings; RSU-based director pay aligns with shareholder value and 3-year settlement/deferral options enhance long-term alignment; robust governance policies (clawback, anti-hedging/pledging, proxy access).
- Alignment: Meets director stock ownership guideline given >5 years tenure; ongoing RSU accrual via dividend equivalents reinforces ownership mindset.
- Conflicts: No related-party transactions reported for 2024; Section 16(a) compliance indicates no delinquent insider filings for directors/officers.
- RED FLAGS: None disclosed related to related-party transactions, pledging/hedging, low attendance, or compensation anomalies for Volpe; note that her 2024 cash compensation reflects base retainer despite current committee chair role, implying chair retainer may not have applied for part/all of 2024.
Insider Filings (Section 16(a) Summary)
| Item | 2024 Status |
|---|---|
| Delinquent insider filings (directors/officers) | None reported based on Forms 3/4/5 review. |