Bruce E. Chinn
WASTE MANAGEMENTAbout Bruce E. Chinn
Bruce E. Chinn, 68, is an independent director at WM, serving since February 2023 and currently a member of the Audit Committee with SEC-designated “audit committee financial expert” status . He is the retired President & CEO of Chevron Phillips Chemical Company LLC (CPChem) and holds a B.S. in chemical engineering from Texas A&M University; his background spans senior leadership roles at Chevron and DuPont, with deep expertise in operations, safety, renewable energy, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Phillips Chemical Company LLC (CPChem) | President & CEO; Director | Apr 2021 – Mar 2024; Director Nov 2020 – Mar 2024 | Led sustainable growth; operations/safety/financial performance focus |
| CPChem | Executive Advisor & Consultant | Since Mar 2024 | Ongoing advisory capacity post-CEO retirement |
| Chevron Corporation | President, Chemicals | May 2020 – Mar 2021 | Led large, diverse organizations; performance, partnership, safety focus |
| Chevron Oronite (Chevron) | President | 2018 – Apr 2020 | Global lubricant & fuel additives; operational leadership |
| DuPont | Manufacturing/Technical/Commercial leadership | Prior (dates not specified) | U.S. and international leadership roles of increasing responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation | Director | Since Sep 2024 | Public company directorship; governance and industry oversight |
| American Institute of Chemical Engineers Foundation | Board of Trustees | Not specified | Sector philanthropy/education oversight |
| Texas A&M University Association of Former Students | Board Director | Not specified | Alumni engagement and institutional support |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Chinn and eight non‑employee nominees are independent under NYSE standards |
| Committee assignments | Audit Committee member; financial expert designation (SEC) |
| Committee activity | Audit Committee met 8 times in 2024 |
| Board activity | Board held 7 regular and 6 special meetings in 2024 |
| Attendance | Each incumbent director attended ≥75% of Board/committee meetings; all attended 2024 Annual Meeting |
| Chair/leadership | Non‑Executive Chair (Kathleen M. Mazzarella) presides over all meetings and executive sessions, sits on all committees |
| Related party review | Board reviewed ordinary‑course transactions with CPChem (Chinn’s former company) and found no prohibited relationships or material interests; independence maintained |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $120,000 | Standard non‑employee director cash retainer; no meeting fees |
| Committee chair fees | N/A | Chairs receive: Audit $25,000; MD&C $20,000; N&G $20,000; Non‑Exec Chair $100,000; Chinn is not a chair |
| Equity grants (program design) | ~$90,000 Jan + ~$90,000 Jul | Fully vested at grant; directors must hold net shares through tenure; number of shares based on market value at grant; typical grant dates Jan 15 and Jul 15 |
| 2024 Stock awards (actual) | $179,862 | Grant date fair value per ASC 718 methodology |
| 2024 Total | $299,862 | Sum of cash and stock awards |
| Ownership guideline | 5x cash retainer ($600,000 as of 12/31/2024) | Chinn (newer director) is making appropriate progress toward guideline |
Performance Compensation
| Element | Performance Metrics | Vesting/Terms |
|---|---|---|
| Director equity | None (no performance metrics tied to director compensation) | Fully vested at grant; mandatory holding of net shares during tenure |
Other Directorships & Interlocks
| Company | Role | Since | Interlocks/Notes |
|---|---|---|---|
| Celanese Corporation | Director | Sep 2024 | Public company directorship; no WM compensation committee interlock |
| CPChem | Director | Nov 2020 – Mar 2024 | Ordinary‑course transactions reviewed; independence maintained |
| WM MD&C Committee | Not a member | N/A | 2024 MD&C membership did not include Chinn; no interlocks |
Expertise & Qualifications
- Audit/financial oversight: Audit Committee member and SEC-defined financial expert .
- Operations and safety leadership across petrochemicals and energy; renewable energy and circular solutions expertise aligned with WM’s sustainability growth strategy .
- Risk management and regulatory insight; international exposure .
- Education: B.S. chemical engineering, Texas A&M University; sector and civic board experience (AIChE Foundation, Texas A&M Association of Former Students) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares owned | 2,172 shares (held by Chinn Family Trust; trustees Bruce & spouse) as of 3/18/2025 |
| Options | None reported as exercisable; no director options disclosed |
| Ownership as % of outstanding | Directors/executives individually and in aggregate own <1% (table shows overall group); individual % not provided |
| Hedging/pledging | Hedging prohibited by policy; directors must hold net shares; no pledging disclosed |
| Guideline compliance | Directors must hold 5x cash retainer; all met except newest directors Bené and Chinn who are progressing |
Governance Assessment
- Independence and conflicts: The Board specifically reviewed WM’s ordinary‑course transactions with CPChem (Chinn’s former company) and concluded no prohibited relationships or material interests; independence affirmed—this reduces conflict risk but warrants ongoing monitoring given Chinn’s advisory role at CPChem .
- Committee effectiveness: Chinn’s Audit Committee membership and “financial expert” designation plus robust meeting cadence (8 in 2024) support strong oversight of financial reporting, controls, and risk, including cybersecurity .
- Alignment and ownership: 2024 director pay combined cash retainer ($120k) and equity ($179,862) with share‑holding requirements; Chinn is progressing toward the 5x retainer ownership guideline—near‑term alignment ramping rather than fully achieved as of March 18, 2025 .
- Attendance and engagement: Board and committees were active, and all directors met minimum attendance; all attended the 2024 Annual Meeting, indicating engagement .
- Shareholder signals: WM’s 2023 say‑on‑pay received ~94% support, indicating investor confidence in governance and pay practices, an indirect positive signal for board oversight quality .
RED FLAGS to monitor:
- Advisory relationship with CPChem concurrent with WM’s ordinary‑course transactions—Board concluded independence, but continued surveillance is prudent for any change in transaction scope or materiality .
- Ownership guideline not yet met due to recent appointment—progress noted; monitor pace to full compliance .