Victoria M. Holt
WASTE MANAGEMENTAbout Victoria M. Holt
Independent director at WM since January 2013 (Age: 67). She chairs the Nominating & Governance Committee and serves on the Audit Committee, where the Board has designated her an SEC “audit committee financial expert.” She is a retired CEO with deep industrial and manufacturing operating experience, and holds a B.S. in Chemistry (Duke) and an MBA (Pace); she also completed NACD’s Cyber Risk Oversight program (CERT). The Board affirms her independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | President & CEO; Director | 2014–Mar 2021; Director through May 2021 | Led digital manufacturing growth; multi-country operations; e‑commerce and data/automation focus |
| Spartech Corporation | President & CEO | To 2013 (company sold to PolyOne in 2013) | Led plastics/materials business through sale; risk management and operational excellence |
| PPG Industries, Inc. | Senior Vice President, Glass & Fiber Glass | Prior to 2013 | Global manufacturing leadership; sustainability/operations |
| Solutia, Inc. (ex‑Monsanto) | VP & GM, Performance Films | Prior to 2013 | Specialty materials operations leadership |
| Monsanto Company | Various roles of increasing responsibility | Early career | Industrial/chemicals operating experience |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies | Director | Since Sep 2019 | Not disclosed in WM proxy |
| A. O. Smith Corp. | Director | Since Apr 2021 | Not disclosed in WM proxy |
Board Governance
- Committees: Chair, Nominating & Governance (5 meetings in 2024); Member, Audit (8 meetings in 2024). All N&G members are independent; all Audit members meet NYSE/Exchange Act independence; Holt is designated an audit committee financial expert.
- Independence: Board determined Holt is independent under NYSE standards.
- Attendance: In 2024 the Board held seven regular and six special meetings; each incumbent director attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual meeting.
- Leadership: Board has a Non‑Executive Chair (K. M. Mazzarella) who presides over executive sessions; WM separates Chair and CEO roles.
- Risk oversight: ERM and sustainability oversight shared across Board/committees; Audit oversees major financial/cyber risks; N&G oversees governance, board refreshment, related-party policy; MD&C oversees human capital and incentive design (context for Holt’s N&G leadership).
Fixed Compensation (Non‑Employee Director Pay)
Program structure (2024):
- Cash: $120,000 annual cash retainer; committee chair retainers: Audit $25,000; MD&C $20,000; N&G $20,000. No meeting fees.
- Equity: Fully vested common stock granted semi‑annually (typically Jan 15 and Jul 15) with ~$90,000 value each installment; Chair of the Board receives an extra ~$50,000 each installment. Directors must hold all net shares for tenure; 5x retainer ownership guideline.
2024 amounts for Victoria M. Holt:
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $140,000 | $120,000 base retainer + $20,000 N&G Chair retainer |
| Stock awards (grant-date fair value) | $179,862 | Fully vested common stock; value at grant per plan |
| Total | $319,862 |
Ownership guideline compliance: Non‑employee directors must hold ≥5x annual retainer ($600,000 as of 12/31/2024); as of 3/18/2025, all non‑employee directors met the guideline except the two newest directors (not including Holt), who are progressing. Hedging is prohibited by policy.
Performance Compensation
WM does not use performance‑conditioned incentives (e.g., PSUs/options) for non‑employee directors; equity awards are fully vested common stock at grant with mandatory holding, and there are no director bonus metrics.
| Performance‑Linked Director Pay Elements | Status |
|---|---|
| Annual bonus/scorecards | None disclosed for directors |
| Performance share units (PSUs) | Not used for directors |
| Stock options for directors | Not part of director program |
Other Directorships & Interlocks
- Current public boards: Piper Sandler Companies (since Sep 2019); A. O. Smith Corp. (since Apr 2021).
- Interlocks/related‑party exposure: The Board’s independence review included ordinary‑course dealings with Graybar, AES, and CPChem (affiliations of other WM directors), and concluded no prohibited relationships or material interests; no Holt‑related transactions were identified.
- Compensation committee interlocks: WM’s MD&C Committee had no interlocks/insider participation in 2024. Holt is not on the MD&C Committee.
Expertise & Qualifications
- Audit committee financial expert (SEC definition).
- Deep operational leadership across industrial, plastics/materials, and digital manufacturing; experience in sustainability, recycling, e‑commerce, data analytics, risk, and strategic planning.
- Education: B.S. Chemistry (Duke); MBA (Pace); NACD CERT in Cybersecurity Oversight.
Equity Ownership
| Holder | Shares Owned | Exercisable Options | Ownership Vehicle | % of Shares Outstanding |
|---|---|---|---|---|
| Victoria M. Holt | 22,324 | — | Victoria M. Holt Trust (trustees: Ms. Holt and spouse) | 0.0055% (22,324 ÷ 402,332,424) |
Notes:
- Directors and officers as a group own less than 1% of outstanding shares as of 3/18/2025.
- Directors must hold all net shares received while serving; hedging is prohibited; pledging not addressed in the proxy.
Governance Assessment
- Strengths for investor confidence:
- Long‑tenured independent director with relevant operating expertise; Chair of N&G and audit financial expert designation support board effectiveness and oversight quality.
- Clear independence determination; no Holt‑related related‑party transactions disclosed.
- Robust director ownership framework (5x retainer, hold‑through‑tenure); Holt exceeds guideline per board‑wide compliance disclosure.
- Board structure with Non‑Executive Chair and active ERM/cyber/sustainability oversight.
- Shareholder alignment: 2023 say‑on‑pay received ~94% support, indicating broad endorsement of compensation governance.
- Watch‑items:
- Attendance is disclosed on a board‑wide basis (≥75% for incumbents) rather than per director; no concerns flagged, but individual percentages are not provided.
- No explicit disclosure on stock pledging by directors; hedging is prohibited, but pledging policy not specified in proxy.
Overall: Holt’s roles (N&G Chair, Audit member/financial expert) and industrial/digital manufacturing background align with WM’s strategy and risk profile. Absence of related‑party ties, strong ownership requirements, and broad shareholder support for pay design point to solid governance alignment and low conflict risk.