Thomas W. Handley
REPUBLIC SERVICESAbout Thomas W. Handley
Independent director of Republic Services since July 2016; age 70. Handley chairs the Talent & Compensation Committee and sits on the Nominating & Corporate Governance Committee. He is a senior advisor and former Chief Operating Officer at Cascade Asset Management Company (the investment office for William H. Gates III and the Gates Foundation Trust); previously President and COO of Ecolab and a Vice President at Procter & Gamble, with strengths in operations, strategy, sales/marketing, and IT/cyber oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | President and Chief Operating Officer | 2003–2019 | Operational leadership; hygiene/infection prevention domain expertise supporting safe, responsible, cost-effective growth oversight . |
| The Procter & Gamble Company | Vice President, Global Planning, Marketing and Always Global Franchise; prior brand/general management roles | 1981–2003 | Strategic planning; sales/marketing; global operations perspective informing brand and customer experience oversight . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Asset Management Company (investment office for William H. Gates III and Gates Foundation Trust) | Senior Advisor; former COO | 2019–Present | Corporate operations and investment management experience; contributes to governance, investor relations, compensation, safety, sustainability . |
| H.B. Fuller Company (public company) | Director | 2010–Present | Chair of Audit Committee; Member, Corporate Governance & Nominating Committee . |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director (NYSE standard) . |
| Committees | Chair, Talent & Compensation Committee; Member, Nominating & Corporate Governance Committee . |
| Committee meeting cadence (2024) | Talent & Compensation: 5 meetings; Governance: 4 meetings (all-committee composition/meeting counts disclosed) . |
| Attendance | In 2024, each director attended at least 75% of Board and assigned committee meetings; Board held 5 meetings; non-employee directors met in executive sessions . |
| Compensation committee interlocks | None in 2024; no member (including Handley) has ever been an officer/employee of Republic; no interlocking relationships with other companies’ comp committees . |
| Compensation consultant | Pearl Meyer retained by Talent & Compensation Committee . |
| Clawback policy | Company discloses a clawback policy more robust than SEC/NYSE requirements; T&C Committee oversees the policy . |
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Applies to all non-employee directors . |
| Committee chair retainer | $20,000 | For T&C, Governance, Sustainability & Corporate Responsibility, Finance; $25,000 for Audit . |
| Handley – Cash paid (2024) | $120,000 | Reflects $100,000 director retainer + $20,000 T&C chair retainer . |
| Equity grant (RSUs) – annual value | $230,000 | Granted to each non-employee director; fully vested upon grant . |
| RSU grant specifics (2024) | 1,395 RSUs at $164.94 grant-date price | Granted Jan 2, 2024; values per FASB ASC 718 . |
| Settlement & dividends | RSUs settle at earlier of termination or 3 years unless deferred into DCP; dividend equivalents paid as additional RSUs . | |
| Meeting fees | None | No per‑meeting fees; reasonable travel expenses reimbursed . |
Performance Compensation
Directors do not receive performance-based pay; equity awards are time-based RSUs (fully vested at grant, with deferred settlement mechanics). No performance metrics apply to director compensation .
| Pay Element | Performance Metric(s) | Payout Linkage | Notes |
|---|---|---|---|
| Annual RSUs | None | N/A | Fully vested on grant; settlement deferred as noted; dividend equivalents in additional RSUs . |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| H.B. Fuller Company | Director; Audit Chair; Governance & Nominating member | 2010–Present | No related‑party transactions disclosed with Republic since Jan 1, 2024 . |
| Cascade Asset Management Company (Gates family office) | Senior Advisor; former COO | 2019–Present | Potential network tie: Michael Larson (Republic director) is CIO for William H. Gates III and the Gates Foundation Trust; Republic discloses no related‑party transactions and confirms independence . |
Expertise & Qualifications
- Operations and efficiency leadership from Ecolab and P&G (supports oversight of field operations, safety, and cost-effective growth) .
- Strategic planning, sales and marketing (supports brand and customer experience governance) .
- Information technology/cybersecurity familiarity (supports digital capability and cyber risk oversight) .
- Investment management exposure via Cascade (informs governance, investor relations, compensation) .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs (vested/unvested) | Options Outstanding | Ownership % |
|---|---|---|---|---|
| Thomas W. Handley | 2,057 | 23,431 | None | <1% (based on 312,468,671 shares O/S at 3/24/2025) . |
Additional alignment and policies:
- Director stock ownership guideline: $750,000 of Republic stock or vested RSUs within five years of first full annual grant; all independent directors with ≥5 years of service meet the guideline (Handley joined 2016; meets) .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, short sales, margin accounts, and pledging Republic securities .
Governance Assessment
- Positive indicators: Independent status; T&C Committee chair with active oversight (5 meetings in 2024), use of independent consultant (Pearl Meyer), robust clawback policy, consistent attendance (>75%), equity-heavy director pay, and compliance with stringent ownership guidelines; no related‑party transactions disclosed in 2024; no comp committee interlocks .
- Potential watch item: Network tie to Gates ecosystem alongside fellow director Michael Larson; company affirms independence and reports no related‑party transactions—monitor for any future transactions or advisor relationships involving Gates‑affiliated entities .
Talent & Compensation Committee letter (signed by Handley as Chair) reiterates focus on aligning executive pay with long‑term value, using EPS and FCF in the annual plan with a sustainability modifier, and ROIC/CFVC/rTSR in PSUs—signals emphasis on pay‑for‑performance under his leadership .