Kathleen M. Mazzarella
WASTE MANAGEMENTAbout Kathleen M. Mazzarella
Kathleen M. Mazzarella, age 65, is WM’s Non‑Executive Chair of the Board (since May 2023) and an independent director (since October 2015), serving on all three board committees: Audit, Management Development & Compensation (MD&C), and Nominating & Governance . She is Chairman, President & CEO of Graybar Electric Company, Inc. (CEO since 2012; Chairman since 2013), with deep experience across operations, sales, human resources, strategic planning, marketing, governance, and sustainability; she is recognized as an Audit Committee financial expert by WM’s Board . Education: associate degree in telecommunications engineering, bachelor’s in applied behavioral sciences (National Louis University), MBA (Webster University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graybar Electric Company, Inc. | Chairman, President & CEO | Chairman since 2013; CEO since 2012 | Led sustainability strategy; oversight of financial reporting, technology platforms, succession planning, diversity & inclusion, corporate culture |
| Federal Reserve Bank of St. Louis | Chairman (prior) | Previously served | Monetary policy and governance oversight exposure; board leadership credentials |
| National Association of Wholesaler‑Distributors (NAW) | Director | Current | Industry governance; distribution excellence advocacy |
| NAW Institute for Distribution Excellence | Director | Previously served | Thought leadership in distribution best practices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cigna Corporation | Director | 2018–present | Public company board service |
| Core & Main | Director | Jan 2019–present | Public company board service |
| United Way of Greater St. Louis | Board/roles | Various | Community engagement |
| Greater St. Louis, Inc. | Executive committee member | Various | Regional economic leadership |
Board Governance
- Non‑Executive Chair: Presides over all Board meetings and executive sessions of non‑employee directors; serves on Audit, MD&C, and Nominating & Governance committees .
- Independence: Determined independent under NYSE standards; Board reviewed ordinary‑course transactions with Graybar, AES, and Chevron Phillips (affiliations of certain directors) and found no relationships that impair independence or create a material interest for any non‑employee director .
- Audit Committee financial expert: Board determined Ms. Mazzarella is an audit committee financial expert (SEC definition) .
- Meetings and attendance: In 2024, Board held seven regular and six special meetings; each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit (8), MD&C (6), Nominating & Governance (5) .
- Director communications: Stockholders may address correspondence to the Non‑Executive Chair for Board communication .
- Governance policies: Robust Related Party Transactions Policy overseen by Nominating & Governance; categorical independence standards exceed NYSE requirements .
Fixed Compensation
| Component (Non‑Employee Director, 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Paid in two installments; no meeting fees |
| Non‑Executive Chair retainer | 100,000 | Annual chair cash retainer |
| Committee chair fees | 0 | Audit ($25k), MD&C ($20k), N&G ($20k) apply only to chairs; Ms. Mazzarella was not a committee chair |
| Cash paid (actual, 2024) | 220,000 | From Director Compensation Table |
| Stock awards (grant‑date fair value, 2024) | 280,093 | Fully vested common stock; hold‑through‑tenure requirement |
| Total director compensation (2024) | 500,093 | Sum of cash and stock awards |
| Meeting fees | 0 | WM does not pay meeting fees |
Performance Compensation
- Equity structure: Non‑employee directors receive fully vested common stock grants, typically in two equal installments on or about January 15 and July 15; number of shares based on market value on grant date .
- 2024 typical values: Approximately $90,000 in January and $90,000 in July; Non‑Executive Chair receives an additional ~$50,000 in January and ~$50,000 in July .
- Holding requirement: Directors must hold all net shares throughout tenure; subject to stock ownership guidelines .
- Options/PSUs: Not part of director compensation program; directors do not receive performance‑conditioned equity .
| Equity Grant Feature | 2024 Detail | Vesting/Holding |
|---|---|---|
| Regular director stock grants | ~$90,000 Jan and ~$90,000 Jul | Fully vested at grant; hold net shares through tenure |
| Additional Non‑Exec Chair stock grants | ~$50,000 Jan and ~$50,000 Jul | Fully vested; hold net shares through tenure |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Board Conclusion |
|---|---|---|---|
| Graybar Electric Company, Inc. | Ms. Mazzarella is Chairman, President & CEO | WM subsidiaries purchase goods/services; Graybar sells sustainability‑aligned products and services | Board reviewed ordinary‑course transactions; determined no prohibited relationships and no material direct/indirect interest; independence maintained |
| Cigna Corporation | Director | None disclosed | Not indicative of related‑party transactions at WM |
| Core & Main | Director | None disclosed | Not indicative of related‑party transactions at WM |
Related Party Transactions Policy defines thresholds and review processes; Nominating & Governance oversees approvals and abstentions. 2024 disclosed related‑party items involved certain executive family employments, not directors; no items implicated Ms. Mazzarella .
Expertise & Qualifications
- Human capital management: Succession planning, diversity & inclusion, corporate culture oversight .
- Financial reporting and controls: Oversight experience; audit committee financial expert designation .
- Technology and operations: Oversight of technology systems/platforms; strategic planning; operational innovation .
- Governance and policy: Extensive public company board governance; prior chair role at Federal Reserve Bank of St. Louis; labor relations and public policy expertise .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Shares owned | 15,899 (held via Mazzarella Living Trust; trustees: Ms. Mazzarella and spouse) |
| Exercisable options | None |
| Ownership guideline | 5x annualized cash retainer ($600,000 as of Dec 31, 2024) |
| Compliance status | Has reached guideline (exceptions noted only for newest directors Bené and Chinn) |
| Hedging/shorting policy | Directors prohibited from hedging, short sales, or derivative transactions on WM securities |
| Group ownership context | Directors and executive officers as a group own less than 1% of outstanding shares |
Governance Assessment
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Strengths
- Independent Non‑Executive Chair with broad committee participation and audit financial expertise—enhances oversight, risk governance, and board effectiveness .
- Strong attendance and engagement; structured committee cadence; executive sessions presided by Non‑Exec Chair .
- Clear policies on related‑party transactions, independence standards, and stock ownership/anti‑hedging—supports alignment and investor confidence .
- Shareholder support for pay practices: ~94% approval in 2023 say‑on‑pay, indicating positive investor sentiment toward WM’s compensation governance .
- Director pay mix emphasizes equity with hold‑through‑tenure; ownership guideline at 5x cash retainer; Ms. Mazzarella in compliance .
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Watch items
- Ordinary‑course transactions with Graybar (Ms. Mazzarella’s employer) merit ongoing monitoring; Board’s 2024 review found no prohibited relationships or material interests and affirmed independence, but continued oversight remains prudent given supplier/customer dynamics .
- External board commitments: WM’s guidelines require consideration of other commitments and board membership limits; Nominating & Governance reviews composition, tenure, and age to ensure effectiveness and time availability .
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Director Compensation Structure Analysis
- Program stability: 2024 non‑employee director compensation unchanged from levels set in 2022; no meeting fees; cash paid semiannually; equity fully vested with holding requirement .
- Ms. Mazzarella’s 2024 compensation: $220,000 cash and $280,093 stock awards (total $500,093), consistent with added Non‑Executive Chair responsibilities .
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Compensation Committee Interlocks
- No interlocks: During 2024, MD&C members (including Ms. Mazzarella) were independent; no officer service or reciprocal committee interlocks with executives of other companies .