Andrés R. Gluski
WASTE MANAGEMENTAbout Andrés R. Gluski
Andrés R. Gluski, age 67, has served on WM’s Board since 2015 and is an independent director. He is President, Chief Executive Officer and a Director of The AES Corporation since 2011, with prior executive roles at AES and Grupo Santander; he holds a BA from Wake Forest University and an MA and PhD in economics from the University of Virginia . The Board has determined Mr. Gluski is independent under NYSE standards; he is also designated an Audit Committee financial expert by the Board based on his education and public company experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The AES Corporation | President, CEO and Director | CEO since 2011; tenure at AES began in 2000 | Led AES to leadership in clean technologies (energy storage, renewables); expertise in climate-related risk, sustainability, compliance |
| The AES Corporation | Executive Vice President & COO | Not disclosed | Operational leadership, risk management, international finance |
| Grupo Santander | Executive Vice President, Corporate & Investment Banking | Not disclosed | Finance and capital markets experience relevant to WM oversight |
| U.S. Government | Member, President’s Export Council | 2013–2016 | Policy expertise; testified at U.S. Congressional hearings on energy policy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Council of the Americas | Chairman | Not disclosed | Regional economic and policy leadership; governance insights |
| World Economic Forum (Electricity Industry) | Co-chair | Not disclosed | Industry collaboration on energy transition, technology |
| AES (public company) | Director | Since 2011 (as CEO) | Public company governance; energy sector interlocks |
Board Governance
- Committee assignments: Chair of the Management Development & Compensation (MD&C) Committee; member of the Audit Committee .
- Independence: Board affirmed independence; reviewed ordinary-course transactions with AES and found no material direct or indirect interests; independence standards met .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting .
- 2024 meeting cadence: Board held 7 regular and 6 special meetings; Audit Committee met 8 times; MD&C met 6 times; Nominating & Governance met 5 times .
- Financial expertise: Audit Committee financial expert designation (SEC definition) for Mr. Gluski and other Audit members .
Fixed Compensation
- Director compensation structure (2024): Annual cash retainer $120,000; Chair retainers: Audit $25,000, MD&C $20,000, Nominating & Governance $20,000; equity grants of fully vested common stock typically ~$90,000 each in January and July; Non-Executive Chair receives an additional ~$50,000 equity each January and July; no meeting fees .
- Ownership guidelines: Minimum ownership equal to 5× annualized cash retainer ($600,000 as of 12/31/2024); all non-employee directors met guidelines except newest directors (Bené, Chinn); hedging prohibited .
2024 Director Compensation (Mr. Gluski):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $140,000 |
| Stock Awards (grant-date fair value) | $179,862 |
| Total | $319,862 |
Performance Compensation
As MD&C Chair, Mr. Gluski oversees WM’s pay-for-performance design for executives, including annual cash incentive metrics and PSU frameworks.
2024 Annual Cash Incentive Metrics (executive program):
| Metric | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| Operating EBITDA | $6.050B | $6.352B | $6.650B | $6.472B | 140.51% |
| Income from Operations Margin | 18.7% | 19.7% | 20.7% | 20.50% | 180.71% |
| Internal Revenue Growth | 4.2% | 5.6% | 7.0% | 4.57% | 70.58% |
| Blended Payout (pre-modifiers) | — | — | — | — | 133.08% |
| Sustainability modifier | — | — | — | — | +3% (scorecard 15 points) |
| Calculated payout | — | — | — | — | 137.07% |
2022–2024 PSU Outcomes (executive program):
| PSU Type | Target Metric | Outcome | Payout |
|---|---|---|---|
| TSR PSU | S&P 500 relative percentile | 66.80% percentile | 167.22% |
| Cash Flow PSU | Net cash from operating activities less capex (as defined) | Actual $6.847B vs Target $6.634B | 135.56% |
Design notes:
- The MD&C Committee excluded post-closing Stericycle contributions and transaction/integration costs from annual incentive calculations, consistent with policy and prior acquisition treatment; also maintained non-GAAP alignment for adjustments .
- Sustainability modifier increased from 5% to 10% potential; 2024 result added +3% based on safety, engagement, circularity, climate scorecard .
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions | Independence Outcome |
|---|---|---|---|
| The AES Corporation (public) | CEO & Director | WM had ordinary-course transactions with AES subsidiaries (services, purchases) | Board found no prohibited relationships or material interests; independence maintained |
Expertise & Qualifications
- Sustainability and energy transition: Led AES in clean technologies; deep climate risk evaluation and strategy .
- Human capital: Diversity and inclusion initiatives; MD&C leadership on talent development and succession .
- Financial and audit oversight: Audit Committee member; designated audit committee financial expert .
- Policy and governance: Chairman, Council of the Americas; WEF co-chair; prior President’s Export Council membership .
Equity Ownership
| Holder | Shares Owned | Exercisable Options |
|---|---|---|
| Andrés R. Gluski | 16,826 | — |
Ownership alignment:
- Complies with 5× retainer ownership guideline; required to hold net shares from stock awards throughout Board tenure; hedging of WM securities prohibited .
Governance Assessment
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Positive signals:
- Independent director and Audit Committee financial expert; chairs MD&C with robust chartered oversight and use of independent compensation consultant (FW Cook) with conflict assessment affirming independence .
- Strong investor support: 2023 say‑on‑pay approval ~94%, indicating confidence in compensation governance under MD&C oversight .
- Attendance and engagement: Board/committee schedule intensive; directors attended at least 75% and 2024 Annual Meeting .
- Ownership alignment: Meets guideline; equity grants held throughout tenure; anti‑hedging policy .
-
Watch items:
- Adjustments to incentive metrics (e.g., Stericycle exclusion) can be perceived as favorable to payouts; design is disclosed and consistent with policy but merits ongoing investor scrutiny for rigor and transparency .
- Ordinary‑course transactions with AES (where he is CEO) represent a potential related-party exposure; Board reviewed and found no material interests impacting independence, which mitigates conflict concerns .
-
Red flags:
- None disclosed specific to Mr. Gluski: no related‑party transactions requiring disclosure, no hedging/pledging indicated, no attendance shortfalls or pay anomalies .