Sean E. Menke
WASTE MANAGEMENTAbout Sean E. Menke
Independent director of WM since March 2021; age 56. Committees: Audit; Nominating & Governance. The Board has determined he is independent and has designated him an “audit committee financial expert.” Education: B.S. in economics and aviation management (The Ohio State University) and MBA (University of Denver). Former CEO of Sabre (2016–Apr 2023), President of Sabre (2016–Dec 2021), Executive Chairman (Apr 2022–Apr 2024); previously CEO of Frontier Airlines and Pinnacle Airlines; senior roles at Air Canada and Hawaiian Airlines; EVP at IHS Inc.; Director of JetBlue Airways since September 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabre Corporation | Chief Executive Officer | 2016–Apr 2023 | Led global development, sales, operations; drove market share gains and innovation in fare/ancillary retailing |
| Sabre Corporation | President | 2016–Dec 2021 | Led Sabre’s largest line of business (Sabre Travel Network) |
| Sabre Corporation | Executive Chairman; Director | Exec Chair: Apr 2022–Apr 2024; Director: 2016–Apr 2024 | Board leadership and oversight |
| Frontier Airlines | Chief Executive Officer | Not disclosed (WM proxy) | Airline operating and turnaround experience |
| Pinnacle Airlines | Chief Executive Officer | Not disclosed (WM proxy) | Airline operating leadership |
| IHS Inc. | Executive Vice President | Not disclosed (WM proxy) | Technology and information services experience |
| Air Canada; Hawaiian Airlines | Senior roles (marketing, operations, customer experience, strategy, planning, sales, distribution, revenue mgmt.) | Not disclosed (WM proxy) | Operational/logistics and commercial expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| JetBlue Airways Corp. | Director | Since Sep 2024 | Committee assignments not disclosed in WM proxy |
| Sabre Corporation | Executive Chairman; Director | Exec Chair: Apr 2022–Apr 2024; Director: 2016–Apr 2024 | Board leadership experience |
Board Governance
- Committee assignments: Audit; Nominating & Governance. Not a committee chair.
- Independence: Board determined Menke is independent under NYSE standards.
- Financial expertise: Identified as an SEC-defined “audit committee financial expert.”
- Attendance and engagement: In 2024, the Board held 7 regular and 6 special meetings; each incumbent director attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 Annual Meeting.
- Committee activity levels (2024): Audit Committee met 8 times; Nominating & Governance met 5 times.
- Leadership structure: Non-Executive Chair (Mazzarella) presides over executive sessions; WM has separated Chair/CEO roles.
Fixed Compensation (Non-Employee Director)
| Year | Cash Retainer | Committee Chair Fees (if applicable) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $120,000 | None for Menke (not a chair) | $120,000 | Standard annual cash retainer; paid in two installments (Jan, Jul) |
- Program structure: Non-employee directors receive an annual cash retainer ($120,000 in 2024). Chair retainers: $100,000 (Non-Exec Chair), $25,000 (Audit Chair), $20,000 (MD&C Chair), $20,000 (Nominating & Governance Chair). No meeting fees.
Performance Compensation (Equity for Directors)
| Year | Equity Type | Grant Timing | Grant Value (Menke) | Vesting | Holding/Restrictions |
|---|---|---|---|---|---|
| 2024 | Common Stock | Generally two equal installments (Jan 15, Jul 15) | $179,862 | Fully vested at grant | Required to hold all net shares throughout Board tenure; directors may not hedge/pledge WM securities |
- Equity structure: Approx. $90,000 in common stock in January and July for non-employee directors in 2024; additional $50,000 per installment only for the Non-Executive Chair (not Menke). No options in the director program.
Director Compensation (Actual 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (Grant-date fair value) | $179,862 |
| Total | $299,862 |
Other Directorships & Interlocks
- Current public company boards: JetBlue Airways Corp. (Director since Sep 2024).
- Prior public company boards: Sabre Corporation (Director 2016–Apr 2024; Executive Chairman Apr 2022–Apr 2024).
- Compensation committee interlocks: WM discloses no MD&C interlocks in 2024; Menke is not on WM’s MD&C Committee.
- Related party/independence review: Board reviewed transactions with entities affiliated with other directors (Graybar, AES, Chevron Phillips) and found none affecting independence; no Menke-related transactions disclosed.
Expertise & Qualifications
- Transformation, technology, and transportation operations leadership; logistics and data-driven strategy.
- Cybersecurity and privacy oversight experience, including cyber intrusion response planning/remediation.
- Audit committee financial expertise.
- Education: B.S. (Economics & Aviation Management, Ohio State); MBA (University of Denver).
Equity Ownership
| Holder | Shares of Common Stock Owned | Exercisable Options |
|---|---|---|
| Sean E. Menke | 4,618 | — |
- Ownership guidelines: Minimum equal to 5x annual cash retainer; as of Dec 31, 2024 this equaled $600,000. WM states all non-employee directors had reached the guideline except the two newest directors (Bené, Chinn) as of Mar 18, 2025—implying Menke is in compliance.
- Hedging/pledging: Directors are prohibited from hedging or pledging WM securities and from holding WM securities in margin accounts.
Governance Assessment
- Positives: Independent director with dual committee service and SEC-defined audit financial expertise; strong technology/cyber and operational background enhances risk oversight—particularly valuable for Audit and Nominating & Governance. Ownership alignment is reinforced through fully vested stock grants held through tenure and 5x retainer ownership guideline; policy bans hedging/pledging. Attendance and engagement appear solid (≥75% threshold met; all directors attended 2024 Annual Meeting).
- Watch items: Additional board seat at JetBlue (since Sep 2024) increases time commitments; no WM-disclosed related-party dealings or independence concerns tied to Menke. Not a member of the MD&C Committee; no interlocks reported.
No related-party transactions, loans, hedging/pledging, or share pledges were disclosed for Menke; WM’s independence review identified no relationships affecting independence for any non-employee director nominees.