Maryrose T. Sylvester

About Maryrose T. Sylvester

Maryrose T. Sylvester (age 59) has served as an independent director of WM since March 2021. She is a former U.S. Managing Director and U.S. Head of Electrification at ABB and previously led multiple GE businesses; she holds a BS in procurement and production management (Bowling Green State University) and an MBA (Cleveland State University) . The Board has determined she is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Independent director (affirmed by Board) .
• Committee assignments (2024): Member, Management Development & Compensation (MD&C); Member, Nominating & Governance (N&G) . She is not a committee chair (MD&C Chair: Andrés R. Gluski; N&G Chair: Victoria M. Holt) .
• Meetings and engagement: Each incumbent director attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting . 2024 committee meetings: MD&C (6), N&G (5) .
• Tenure on WM Board: Director since March 2021 .
• Compensation Committee interlocks: None—no interlocks or insider participation reported for 2024 .
• Related-party review: The Board reviewed director affiliations and Company transactions; independence maintained and no prohibited/Material relationships identified. 2024 related-party transactions disclosed involved family members of other executives—not Ms. Sylvester .

Board Committee Assignments (2024)

Fixed Compensation (Non‑Employee Director)

• Program structure (2024):

  • Annual cash retainer: $120,000; no meeting fees .
  • Chair retainers (if applicable): Audit $25,000; MD&C $20,000; N&G $20,000; Non‑Executive Chair $100,000 (not applicable to Ms. Sylvester) .
  • Equity cadence: Fully‑vested common stock grants, typically Jan 15 and Jul 15; directors must hold all net shares during tenure .
  • Ownership guideline: 5× annual cash retainer ($600,000 as of Dec 31, 2024). As of Mar 18, 2025 all non‑employee directors met the guideline except the two newest directors (Mr. Bené and Mr. Chinn); Ms. Sylvester met the guideline .

• 2024 Actual (per WM 2025 proxy Director Compensation Table): | Item | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $120,000 | | Stock Awards (grant date fair value, ASC 718) | $179,862 | | Total | $299,862 |

Directors are prohibited from hedging Company securities (e.g., trading options, puts/calls) under WM’s Insider Trading Policy .

Performance Compensation (Director Equity)

• Form: Fully‑vested common stock grants to non‑employee directors; subject to hold‑through‑tenure requirement; no stock options granted to directors in the program .
• Metrics: Not applicable—director equity is not performance‑conditioned at WM (no PSU/option metrics for directors); awards are time‑vested at grant with mandatory holding .

Other Directorships & Interlocks

• Compensation committee interlocks/insider participation: None reported for WM’s MD&C Committee in 2024 .
• Board independence transactions review: Board concluded no relationships that would impair independence among non‑employee directors, after reviewing ordinary‑course commercial dealings with entities tied to other directors—not Ms. Sylvester .

Expertise & Qualifications

• Technology, automation, and energy‑efficient solutions; product development, marketing, and supply chain strategy (GE leadership roles) .
• Electrification/industrial expertise; improving energy efficiency in response to climate risk .
• Diversity & inclusion champion with experience launching/advancing D&I initiatives .
• Public company governance experience across multiple boards .

Equity Ownership

Insider Transactions (recent)

Note: WM’s non‑employee director equity is typically granted in January and July; awards are fully vested at grant and subject to hold‑through‑tenure .

Governance Assessment

• Strengths

  • Independent director with deep industrial/technology and energy‑efficiency expertise; sits on MD&C and N&G—two high‑leverage committees for compensation design and board refreshment/governance .
  • Attendance and engagement indicators are strong (≥75% attendance; attended 2024 Annual Meeting) .
  • Alignment mechanisms are robust: meaningful annual equity, mandatory hold‑through‑tenure, 5× retainer ownership guideline (in compliance), and hedging prohibition .
  • No interlocks or related‑party issues disclosed with respect to Ms. Sylvester; Board’s annual independence and transactions review found no impairments .

• Watch‑items

  • External board load: Ms. Sylvester serves on three other public company boards (Harley‑Davidson, Vontier, Flex). WM’s N&G Committee monitors directors’ other commitments and board‑membership limits under the Corporate Governance Guidelines; directors are expected to ensure outside commitments do not interfere with WM duties . No exceptions or concerns were disclosed.

• Shareholder sentiment context

  • Say‑on‑pay support remained high (approximately 94% approval in 2023), indicating broad shareholder alignment with compensation practices overseen by the MD&C Committee on which Ms. Sylvester serves .