James C. Fish, Jr.
WASTE MANAGEMENTAbout James C. Fish, Jr.
President & CEO of WM since 2016 and Director since November 2016; age 62. Prior WM roles include President & CFO, SVP–Eastern Group, and multiple field and corporate finance leadership roles; earlier career at Westex (Yellow-Roadway), Trans World Airlines, America West Airlines, and KPMG. Education: BS Accounting (Arizona State University); MBA, Finance (University of Chicago) . Under his leadership, WM’s incentive “Operating EBITDA” rose from $5.475B (2022) to $6.472B (2024), and the company delivered a 3‑yr TSR at the 66.80th percentile vs S&P 500, yielding a 167.22% PSU payout; 3‑yr TSR totaled 35.73% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WM | President, Chief Executive Officer and Director | 2016–Present | Led technology-led operating model; sustainability growth strategy; strong cash generation underpinning above-target incentive outcomes . |
| WM | President & Chief Financial Officer; SVP—Eastern Group; Area VP; Market Area GM; VP Price Management; Director FP&A | 2000s–2016 | Built pricing, finance, and field operating discipline across regions; direct oversight of digital/cyber risk as CEO . |
| Westex (Yellow-Roadway) | Finance/Revenue Mgmt | Prior to WM | Transportation pricing/revenue expertise . |
| Trans World Airlines; America West Airlines | Finance/Revenue Mgmt | Prior to WM | Network and revenue optimization experience . |
| KPMG Peat Marwick | Audit | Early career | Public accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director | Since Mar 2023 | Public company board service . |
| Greater Houston Partnership | Director | Current | Regional economic leadership . |
Fixed Compensation
Multi-year CEO compensation (SEC Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,338,462 | 8,023,256 | 1,750,011 | 3,459,049 | 249,906 | 14,820,684 |
| 2023 | 1,388,461 | 8,405,433 | 1,950,000 | 2,638,116 | 246,844 | 14,628,854 |
| 2024 | 1,429,290 | 10,292,103 | 1,950,007 | 3,180,080 | 245,640 | 17,097,120 |
Key 2024 fixed/other elements:
- Base salary: $1,450,000 (annual rate) .
- Perquisites: personal aircraft use (≈25 hours; incremental cost $99,098), guest event participation $4,215; total perqs $103,313; 401(k) match $15,525; 409A match $124,458 .
- Deferred compensation: 2024 contributions $140,243 (exec) + $124,458 (company); aggregate earnings $2,842,182; distributions $284,532; year-end balance $23,174,369 .
Performance Compensation
Annual cash incentive (2024 design and results):
- Metrics and weights: Operating EBITDA (50%), Income from Operations Margin (25%), Internal Revenue Growth (25%); sustainability scorecard modifier ±10% (scored +3% in 2024) .
- CEO target bonus: 160% of salary; payment $3,180,080 (after +3% sustainability modifier; no individual adjustment) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating EBITDA ($B) | 50% | 6.050 | 6.352 | 6.650 | 6.472 | 140.51% |
| Income from Operations Margin (%) | 25% | 18.7 | 19.7 | 20.7 | 20.50 | 180.71% |
| Internal Revenue Growth (%) | 25% | 4.2 | 5.6 | 7.0 | 4.57 | 70.58% |
| Blended payout (pre-sustainability) | 133.08% | |||||
| Sustainability modifier | +3% |
Long-term equity (policy and 2024 grants):
- Mix: PSUs 80% / Stock options 20% of LTI (consistent with prior years) .
- 2024 CEO target LTI value: $9.75M; awarded 40,206 PSUs and 45,349 options (10‑yr term; vest 1/3 annually; exercise price $204.7585) .
- PSU metrics: 50% Cash Flow Generation (targets/payouts below); 50% Relative TSR vs S&P 500 (25th/50th/75th percentile = 50%/100%/200%) .
| PSU Cohort | Metric | Target | Actual/Percentile | Payout |
|---|---|---|---|---|
| 2022–2024 | Cash Flow Generation ($B) | 6.634 | 6.847 | 135.56% |
| 2022–2024 | TSR vs S&P 500 (percentile) | 50th | 66.80th | 167.22% |
| 2022–2024 overall | 151.39% |
Vesting/realization signals:
- 2024 option exercises: 96,780 shares; value realized $7,776,604; net shares received 22,014 .
- 2025 Q1 vest: 72,092 shares from PSU/RSU vesting; value realized $15,768,251 .
Notable design choices impacting payouts:
- PSU cash flow definition excludes certain strategic items (e.g., Stericycle post-close impacts, discrete sustainability growth capex not contemplated at grant, and investment tax credits) consistent with pre-disclosed policy to avoid distortions; 2024 definition formalizes these adjustments .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 18, 2025): 320,342 shares; 115,734 shares covered by exercisable options (within 60 days) . Includes 95,977 shares held in trusts for his children .
- Deferred shares: 94,844 deferred shares earned from vested equity (payable after departure) .
- Officers collectively (directors + execs) own <1% of outstanding; individually also <1% .
- Stock ownership guideline: 6x salary; attainment: ~50x salary (as of Mar 18, 2025) .
- Hedging/pledging: Prohibited (no hedging, short sales, derivatives, pledging, or margin) .
Outstanding equity detail (12/31/2024):
- Unexercisable options: 45,349 (2024 grant, $204.7585, exp. 3/1/2034); 39,610 (2023, $150.115, exp. 3/7/2033); 22,063 (2022, $145.67, exp. 3/1/2032) .
- Unearned PSUs outstanding: 91,522 units (market value $36,936,449 at $201.79) .
Employment Terms
- Executive Severance Protection Plan (adopted 2017) governs severance; 2017 Employment Agreements provide additional terms; double-trigger required for change in control benefits .
- Non-compete and non-solicit: two years post-termination; severance conditioned on release; clawback of severance if later-determined cause within one year .
- Severance limitation policy: no arrangements >2.99x salary + target bonus without shareholder approval; death benefit/tax gross-up agreements prohibited absent shareholder approval .
Illustrative potential payouts for Mr. Fish (as of 12/31/2024; $201.79/sh):
| Scenario | Cash (2x salary + target bonus) | Health benefits (2yrs) | Equity/Bonus Treatment | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | — | Options accel: 3,285,022; PSUs: 18,468,224 (contingent); RSUs: —; Life insurance paid by insurer: 1,187,000 | 22,940,246 |
| Termination w/o cause or Good Reason | 7,540,000 | 32,636 | Pro-rated PSUs: 9,607,760; Pro-rated RSUs: — | 17,180,396 |
| Double-trigger (CIC + termination) | 7,540,000 | 32,636 | Options accel: 3,285,022; Pro-rated PSUs: 9,607,760; PSU replacement: 8,860,464; Pro-rated annual bonus: 4,640,000; RSUs: — | 33,965,882 |
Clawbacks:
- NYSE-mandated clawback (restatements, no-fault) adopted in 2023; in addition, equity and annual cash incentive awards have misconduct-based clawbacks .
Performance & Track Record
Operating performance (incentive “Calculated Performance Amounts”):
| Metric ($B) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue | 18.919 | 19.804 | 20.865 |
| Operating EBITDA | 5.475 | 5.892 | 6.472 |
Return to shareholders:
- 3-year TSR percentile (S&P 500): 66.80% → PSU payout 167.22% (3-year TSR 35.73%) .
- Pay-versus-performance shows WM cumulative TSR value of a $100 investment: 2020 $105; 2021 $152; 2022 $145; 2023 $168; 2024 $192 .
Capital allocation and strategic execution (2024):
- ~$8.0B acquisitions (incl. Stericycle; ~$7.5B cash + $0.5B assumed debt), with ongoing integration; $3.231B capex; $1.472B returned to shareholders via dividends and buybacks .
Board Governance
- Role: Director since Nov 2016; not independent (as an executive officer) .
- WM leadership structure: roles of Chair and CEO separated since 2004; Non‑Executive Chair (Kathleen M. Mazzarella) presides over the Board and executive sessions .
- Committees: Fish is not listed on Board committees; Audit, MD&C, and Nominating & Governance are fully independent .
- Attendance: in 2024, Board held 7 regular and 6 special meetings; each director attended ≥75% of meetings; all attended the 2024 Annual Meeting .
Dual-role implications:
- CEO + Director with independent Non‑Executive Chair and fully independent committees mitigate concentration of power; Fish’s non-independence is acknowledged .
Compensation Committee Analysis
- MD&C Committee members: Andrés R. Gluski (Chair), Thomas L. Bené, Kathleen M. Mazzarella, William B. Plummer, Maryrose T. Sylvester; all independent .
- Interlocks: None; no member is a current/former WM officer; no cross‑director/officer interlocks in 2024 .
- Independent consultant: FW Cook advises since 2002; Committee evaluated and confirmed consultant independence .
- Philosophy: target around competitive median; heavy at-risk and long-term mix; use of Operating EBITDA as “Company Selected Measure” .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay support ≈94%; no major program changes in response; ongoing engagement disclosed .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strict pre-clearance and blackout policies .
- Severance limited by policy; no excise tax gross-ups or special death benefits without shareholder approval .
- PSU cash flow adjustments exclude specific strategic and acquisition impacts to align with long-term plan; while disclosed and policy-based, they reduce payout volatility from M&A/sustainability investments .
- Related party transactions: none involving Fish disclosed; board policy in place .
- Insider liquidity: 2024 option exercises and sizable 2025 PSU vesting create potential selling/withholding flow, though policy bars hedging/pledging .
Equity Ownership & Alignment (Detail)
| Item | Amount |
|---|---|
| Shares owned (3/18/2025) | 320,342 |
| Exercisable options (within 60 days) | 115,734 |
| Deferred shares | 94,844 |
| Ownership guideline | 6x salary |
| Attained multiple | ~50x salary |
| Pledged/Hedged | Prohibited |
Employment Terms (Detail)
| Term | Provision |
|---|---|
| Severance multiple | 2x salary + target bonus; 50% lump sum, remainder in installments over 2 years . |
| Change-in-control | Double-trigger; PSU cash payout pro‑rated to pre‑CIC quarter; replacement awards typical if successor public; RSUs vest on CIC unless converted . |
| Covenants | 2‑year non‑compete/non‑solicit; release required; severance clawback if later‑found cause . |
| Clawbacks | NYSE restatement policy (no‑fault); separate equity and annual bonus misconduct clawbacks . |
Performance Compensation (Detail Tables)
2024 CEO LTI grants:
| Component | Units/Options | Terms |
|---|---|---|
| PSUs (2024 grant) | 40,206 | 3‑yr performance to 12/31/2026; 50% Cash Flow Gen.; 50% Relative TSR . |
| Stock options (2024 grant) | 45,349 | 10-yr term; vest 1/3 annually; exercise price $204.7585 (avg high/low on grant date) . |
PSU payout (2017-2025 snapshots):
| PSU Cohort | Payout result |
|---|---|
| 2022–2024 | 151.39% overall; 135.56% Cash Flow; 167.22% TSR . |
Board Service and Director Roles (Fish)
- WM Director since 2016; not on Board committees; not independent as CEO .
- Non‑Executive Chair structure in place; Chair participates on all three committees .
- External public board: Caterpillar (since Mar 2023) .
Investment Implications
- Strong pay-for-performance: Above-target 2024 annual bonus (137.07% of target) and 151% PSU vest for 2022–2024 reflect sustained Operating EBITDA growth and 3‑yr relative TSR outperformance, aligning CEO pay with shareholder value creation .
- Alignment and retention: High ownership (≈50x salary), strict no‑hedge/pledge rules, and multi‑year PSUs/options promote long-term alignment; severance is standardized and double-triggered, limiting windfalls .
- Watch items: PSU cash flow adjustments that exclude sizable sustainability/M&A impacts are transparent and policy-based but should be monitored for consistency and rigor over time; 2024–2025 equity realizations (option exercises/PSU vests) may create tactical selling pressure .
- Succession depth: Appointment of John J. Morris as President (retaining COO) formalizes bench strength and continuity under Fish, which can reduce execution risk amid Stericycle integration and sustainability capex cycle .