Waste Management Inc PRE 14A, filed Mar 12, 2024

Waste Management Inc (WM)

PRE 14A 2024-03-12 For: 2024-05-14

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		IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
		This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are available at investors.wm.com.
					You may submit your proxy via the Internet by following the instructions provided in the Notice or, if you received printed copies of the proxy materials, on your proxy card.
					If you received printed copies of the materials in accordance with the instructions in the Notice, you also have the option to submit your proxy by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 13, 2024.
					If you received printed copies of the proxy materials in accordance with the instructions in the Notice and would like to submit your proxy by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.
		If your shares of Common Stock are held in street name, you will receive instructions from your broker, bank or nominee that you must follow in order to have your shares of Common Stock voted at the Annual Meeting.

	Page
GENERAL INFORMATION		1
BOARD OF DIRECTORS		4
Nominees for Director		4
Leadership Structure		4
Independence of Board Members		5
Meetings and Board Committees		5
Role in Risk Oversight		5
Oversight of Sustainability Risk and Performance		6
Audit Committee		9
Audit Committee Report		10
Management Development and Compensation Committee		11
Compensation Committee Report		11
Compensation Committee Interlocks and Insider Participation		12
Nominating and Governance Committee		12
Related Party Transactions		13
Board of Directors Governing Documents		14
Non-Employee Director Compensation		15
ELECTION OF DIRECTORS (Item 1 on the Proxy Card)		17
DIRECTOR AND OFFICER STOCK OWNERSHIP		29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		30
DELINQUENT SECTION 16(A) REPORTS		30
EXECUTIVE OFFICERS		31
EXECUTIVE COMPENSATION		32
Compensation Discussion and Analysis		32
Introduction		32
Executive Summary		32
2023 Compensation Program Results and Company Performance		33
Consideration of Stockholder Advisory Vote		35
2024 Compensation Program Preview		35
Our Compensation Philosophy for Named Executive Officers		36

	Page
Overview of Elements of Our 2023 Executive Compensation Program		37
How Named Executive Officer Compensation Decisions are Made		38
Named Executives’ 2023 Compensation Program and Results		42
Post-Employment and Change in Control Compensation; Clawback Policies		47
Other Compensation Policies and Practices		47
Executive Compensation Tables		49
Summary Compensation Table		49
Grant of Plan-Based Awards in 2023		51
Outstanding Equity Awards as of December 31, 2023		52
Option Exercises and Stock Vested		53
Nonqualified Deferred Compensation in 2023		54
Potential Payments Upon Termination or Change in Control		55
Potential Consideration Upon Termination of Employment		57
Chief Executive Officer Pay Ratio		58
Equity Compensation Plan Table		58
Pay Versus Performance		59
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Item 2 on the Proxy Card)		63
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Item 3 on the Proxy Card)		64
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION (Item 4 on the Proxy Card)		65
APPENDIX A		A-1

Proposal	Matter	Board Vote Recommendation
1	Election of Director Nominees set forth in this Proxy Statement	FOR each director nominee
2	Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2024	FOR
3	Approval of the Company’s Executive Compensation	FOR
4	Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation	FOR

	THE AUDIT COMMITTEE Members: Number of Meetings Held in 2023: 9
	William B. Plummer, Chair Bruce E. Chinn Andrés R. Gluski			Victoria M. Holt Kathleen M. Mazzarella Sean E. Menke
	Mr. Plummer has been the Chair of our Audit Committee since May 2020. Each member of our Audit Committee satisfies the additional New York Stock Exchange independence standards for audit committees set forth in Section 10A of the Exchange Act. Our Board of Directors has determined that Audit Committee Chair Mr. Plummer, Mr. Chinn, Mr. Gluski, Ms. Holt, Ms. Mazzarella and Mr. Menke are audit committee financial experts as defined by the SEC based on a thorough review of their education and financial and public company experience. Additional information regarding our directors’ expertise and qualifications is available under “Election of Directors” below.
	Key Functions
	The Audit Committee’s duties are set forth in a written charter that was approved by the Board of Directors. A copy of the charter can be found by accessing the “ESG — Corporate Governance” section of investors.wm.com. The Audit Committee generally is responsible for overseeing all matters relating to our financial statements and reporting, independent auditors and internal audit function. As part of its function, the Audit Committee reports the results of all of its reviews to the full Board. In fulfilling its duties, the Audit Committee, has the following responsibilities:
	Administrative Responsibilities • Report to the Board, at least annually, all public company audit committee memberships by members of the Audit Committee; • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board; and • Provide an orientation program for new Audit Committee members.
	Financial Statements • Review financial statements and Forms 10-K and 10-Q with management and the independent auditor; • Review all earnings press releases and discuss with management the type of earnings guidance that we provide to analysts and rating agencies; • Discuss with the independent auditor any material changes to our accounting principles and matters required to be communicated by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301 Communications with Audit Committees; • Review our financial reporting, accounting and auditing practices with management, the independent auditor and our internal auditors; • Review management’s and the independent auditor’s assessment of the adequacy and effectiveness of internal controls over financial reporting; and • Review executive officer certifications related to our reports and filings.
	Independent Auditor • Engage an independent auditor, determine the auditor’s compensation and replace the auditor if necessary; • • Review the independence of the independent auditor and establish our policies for hiring current or former employees of the independent auditor; • • Evaluate the lead partner of our independent audit team and review a report, at least annually, describing the independent auditor’s internal control procedures; and • Pre-approve all services, including non-audit engagements, provided by the independent auditor.
	Internal Audit • Review the plans, staffing, reports and activities of the internal auditors; and • Review and establish procedures for receiving, retaining and handling complaints, including anonymous complaints by our employees, regarding accounting, internal controls and auditing matters.

	AUDIT COMMITTEE REPORT
	The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf of the Board of Directors, to recommend to the Board whether the Company’s financial statements should be included in the Company’s Annual Report on Form 10-K and to select the independent auditor for ratification by stockholders. Company management is responsible for the Company’s financial statements as well as for its financial reporting process, accounting principles and internal controls. The Company’s independent auditors are responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.
	The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2023 with management and the independent registered public accounting firm, and has taken the following steps in making its recommendation that the Company’s financial statements be included in its Annual Report on Form 10-K. • First, the Audit Committee discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm for fiscal year 2023, those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process. • Second, the Audit Committee discussed with Ernst & Young LLP its independence and received from Ernst & Young LLP a letter concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit Committee also considered whether the provision of other non-audit services to the Company is compatible with the auditor’s independence. • Third, the Audit Committee met periodically with members of management, the internal auditors and Ernst & Young LLP to review and discuss internal controls over financial reporting. Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting as of December 31, 2023, as well as Ernst & Young LLP’s report regarding the effectiveness of internal control over financial reporting. • Finally, the Audit Committee reviewed and discussed, with the Company’s management and Ernst & Young LLP, the Company’s audited consolidated balance sheet as of December 31, 2023, and consolidated statements of operations, comprehensive income, cash flows and changes in equity for the fiscal year ended December 31, 2023, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosure. • The Committee has also discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans of their respective audits. The Committee meets periodically with both the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls over financial reporting. • The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are not experts in matters involving auditing or accounting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports and statements presented to them by Company management and by the independent registered public accounting firm. • Based on the reviews and discussions explained above (and without other independent verification), the Audit Committee recommended to the Board (and the Board approved) that the Company’s financial statements be included in its Annual Report on Form 10-K for its fiscal year ended December 31, 2023. The Committee has also approved the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The Audit Committee of the Board of Directors William B. Plummer, Chair Bruce E. Chinn Andrés R. Gluski Victoria M. Holt Kathleen M. Mazzarella Sean E. Menke

	THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE Members:Number of Meetings Held in 2023: 5
	Andrés R. Gluski, Chair Thomas L. Bené Kathleen M. Mazzarella			William B. Plummer John C. Pope Maryrose T. Sylvester
	Mr. Gluski has served as the Chair of our MD&C Committee since May 2021. Mr. Bené was appointed to the MD&C Committee effective March 1, 2024, after the approval of the Compensation Committee Report below. Each member of our MD&C Committee is independent in accordance with the rules and regulations of the New York Stock Exchange.
	Key Functions Our MD&C Committee is responsible for overseeing our executive officer compensation, as well as developing the Company’s compensation philosophy generally. The MD&C Committee’s written charter, which was approved by the Board of Directors, can be found by accessing the “ESG — Corporate Governance” section of investors.wm.com. In fulfilling its duties, the MD&C Committee has the following responsibilities: • Review and establish policies governing the compensation and benefits of our executive officers; • Approve the compensation of our executive officers and set the incentive plan goals for those individuals; • Conduct an annual evaluation of our Chief Executive Officer by all independent directors and set his compensation; • Oversee the administration of our equity-based incentive plans; • Review the results of the stockholder advisory vote on executive compensation and consider any implications of such voting results on the Company’s compensation programs; • Recommend to the full Board new Company compensation and benefit plans or changes to our existing plans; • Evaluate and recommend to the Board the compensation paid to our non-employee directors; • Review the independence of the MD&C Committee’s compensation consultant annually; and • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board. In overseeing compensation matters, the MD&C Committee may delegate authority for day-to-day administration and interpretation of the Company’s plans, including selection of participants, determination of award levels within plan parameters, and approval of award documents, to Company employees. However, the MD&C Committee may not delegate any authority to Company employees under those plans for matters affecting the compensation and benefits of the executive officers.
	COMPENSATION COMMITTEE REPORT The MD&C Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on their review and discussions, the MD&C Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.
	The Management Development and Compensation Committee of the Board of Directors
	Andrés R. Gluski, Chair Kathleen M. Mazzarella William B. Plummer John C. Pope Maryrose T. Sylvester

	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2023, Ms. Mazzarella, Ms. Sylvester and Messrs. Gluski, Plummer and Pope served on the MD&C Committee, as well as retired director Mr. Thomas H. Weidemeyer. No member of the MD&C Committee was an officer or employee of the Company during 2023; no member of the MD&C Committee is a former officer of the Company; and during 2023, none of our executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or MD&C Committee.
	THE NOMINATING AND GOVERNANCE COMMITTEE
	Members:			Number of Meetings Held in 2023: 6
	Victoria M. Holt, Chair Kathleen M. Mazzarella Sean E. Menke			John C. Pope Maryrose T. Sylvester
	Ms. Holt was named Chair of our Nominating and Governance Committee in May 2023. Each member of our Nominating and Governance Committee is independent in accordance with the rules and regulations of the New York Stock Exchange.
	Key Functions The Nominating and Governance Committee has a written charter that has been approved by the Board of Directors and can be found by accessing the “ESG — Corporate Governance” section of investors.wm.com. It is the duty of the Nominating and Governance Committee to oversee matters regarding corporate governance. In fulfilling its duties, the Nominating and Governance Committee has the following responsibilities: • Review and recommend the composition of our Board, and the nature and duties of each of our committees, in accordance with our Corporate Governance Guidelines; • Evaluate the charters of each of the committees and recommend directors to serve as committee chairs; • • Review individual director’s performance in consultation with the Chair of the Board and review the overall effectiveness of the Board; • Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee directors to non-employee directors; • • Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full Board; • • Review stockholder proposals received for inclusion in the Company’s proxy statement and recommend action to be taken with regard to the proposals to the Board; and • • Identify and recommend to the Board candidates to fill director vacancies. The Nominating and Governance Committee is continually engaged in reviewing the skills, expertise and qualifications of our existing directors, as well as potential external candidates, to identify and nominate the best possible candidates to guide and support the Company’s strategy and its commitment to serve and care for our customers, the environment, the communities in which we work and our stockholders. This is a process that the Nominating and Governance Committee believes should continue to involve significant subjective judgments. With the assistance of an external consultant, the Nominating and Governance Committee identified Mr. Thomas L. Bené as a potential director candidate. Following a robust consideration process summarized below and recommendation by the Nominating and Governance Committee, the Board increased its size to 10 members and elected Mr. Bené to serve as a member of our Board, effective March 1, 2024. The Nominating and Governance Committee also recommended, and the Board approved, appointment of Mr. Bené to the MD&C Committee. Mr. Bené is a nominee for re-election at the Annual Meeting.

	The Nominating and Governance Committee considers current and future needs of the Board as a whole and reviews a matrix of experience, skills and expertise to inform nominee criteria. The Committee recommends individuals as nominees based on an evaluation of all factors deemed relevant, including personal and professional integrity and sound judgment, business and professional skills and experience, independence, possible conflicts of interest, diversity and the potential for effectiveness, in conjunction with the other directors, to serve the long-term interests of the stockholders. The Committee seeks diversity of background, thoughts and opinions on the Board obtained through, among other factors, diversity in business experience, professional expertise, gender and racial / ethnic background. The Nominating and Governance Committee has considered the gender and racial / ethnic composition of our Board, including the presence of three women, Mr. Plummer’s and Mr. Chinn’s self-identification as African American / Black and Mr. Gluski’s self-identification as Hispanic, and believes these factors, among numerous others, contribute to a valuable diversity of background, thoughts and opinions on our Board.
	When nominating or re-nominating individuals to serve as directors of the Company, the Nominating and Governance Committee also considers prior contributions to the Board, evaluation feedback, tenure and age of the Board as a whole and tenure and age of the individual. The Nominating and Governance Committee takes into account the nature and extent of the directors’ other commitments when determining whether to re-nominate that individual for election to the Board. In addition to complying with the limitations on public company board memberships set forth in the Corporate Governance Guidelines, the Committee expects each director to ensure that his or her other commitments do not interfere with his or her duties as a director of the Company. The Committee’s primary formal mechanism to support Board refreshment is the retirement age policy set forth in the Corporate Governance Guidelines, which includes the guideline that directors will not stand for reelection to the Board after reaching age 75 unless the Nominating and Governance Committee, having considered the foregoing factors, recommends otherwise. The Committee believes that existing practices have been effective at bringing in new expertise and perspectives, while also maintaining the valuable industry knowledge, experience and stability that our longer-tenured directors provide. The Nominating and Governance Committee will consider all potential nominees on their merits and welcomes suggestions from directors, members of management, and stockholders. Before being recommended for nomination by the Committee, director candidates are interviewed by the Chief Executive Officer, the Chair of the Nominating and Governance Committee, and the Non-Executive Chair of the Board, as well as additional members of the Board and an external consultant. To suggest a nominee for consideration by the Nominating and Governance Committee, you should submit your candidate’s name, together with biographical information and his or her written consent to nomination to the Chair of the Nominating and Governance Committee, Waste Management, Inc., 800 Capitol Street, Suite 3000, Houston, Texas 77002, between November 3, 2024 and December 3, 2024.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Bruce E. Chinn(2)		106,800		160,125		266,925
Andrés R. Gluski		140,000		179,992		319,992
Victoria M. Holt(3)		133,775		179,992		313,767
Kathleen M. Mazzarella(4)		198,785		248,798		447,583
Sean E. Menke		120,000		179,992		299,992
William B. Plummer		145,000		179,992		324,992
John C. Pope		120,000		179,992		299,992
Maryrose T. Sylvester		120,000		179,992		299,992
Thomas H. Weidemeyer(5)		110,000		140,045		250,045

	Thomas L. Bené
	Age: 61 Director since: March 2024 Board Committee: Management Development & Compensation				Position and Business Experience President and Chief Executive Officer — Breakthru Beverage Group, LLC (private beverage wholesale distributor) since October 2021. Former President and Chief Executive Officer — National Restaurant Association, served from June 2020 to September 2021. Former President and Chief Executive Officer — Sysco Corporation (multinational wholesale restaurant distributor), served from 2018 to January 2020; also served as Executive Advisor from February 2020 to March 2020. Director of Sysco Corporation from 2018 to January 2020. Qualifications Tom Bené has four decades of experience executing on strategic business priorities and delivering financial growth for large companies. Since 2021, he has served as President and Chief Executive Officer of Breakthru Beverage Group, where he is focused on leading the company through a period of growth and expansion by driving new capabilities and innovation. Prior to his current role, he held several operations and business leadership roles at Sysco Corporation, including serving as President, Chief Executive Officer, and Chairman. Before joining Sysco in 2013, Mr. Bené spent over 20 years at PepsiCo in numerous roles of increasing responsibility and scale. Mr. Bené has a proven track record of driving growth and modernizing business models throughout his career. Through his prior operations and management positions, Mr. Bené has gained valuable insight and knowledge in the areas of leadership and management development, corporate strategy development, merchandising, sales, marketing, revenue management, shared services and distribution and supply chain management. Mr. Bené shares his deep experience in logistics, as well as his focus on differentiation through the use of technology and providing outstanding customer service, to further our Company’s growth and optimization strategy. In addition, his dedication to employee development complements the Company’s People First commitment. Mr. Bené holds a bachelor of science degree in business administration from the University of Kansas.

	Bruce E. Chinn
	Age: 67 Director since: February 2023 Board Committee: Audit				Position and Business Experience Retired President and Chief Executive Officer — Chevron Phillips Chemical Company LLC, or CPChem, (global petrochemical joint venture of Chevron USA Inc. and Philips 66 Company), served from April 2021 to March 2024; currently serving as Executive Advisor to CPChem since March 2024. Director of CPChem from November 2020 to March 2024. Also served as President, Chemicals for Chevron Corporation (multinational energy corporation) from May 2020 to March 2021 and President, Chevron Oronite (global lubricant and fuel additives business) for Chevron Corporation from 2018 to April 2020. Qualifications In his recent position as President, Chief Executive Officer and a Director of CPChem, Bruce Chinn focused on leading the company through a period of sustainable growth. Mr. Chinn has over 40 years of experience driving operational, safety, and financial results. Previously, he held several operations and business roles at Chevron Corporation, leading large, diverse organizations. In these roles, Mr. Chinn focused on performance, partnership, and safety, while striving for continued success in the business and community. Mr. Chinn began his career at DuPont, where he held positions of increasing responsibility in manufacturing, technical, commercial and business leadership at the U.S. and international level. Mr. Chinn brings extensive knowledge of circular solutions and renewable energy that is aligned with our Company’s strategic focus on making sustainability growth investments in our recycling and renewable energy businesses. His operations leadership expertise bolsters our continued efforts to drive operating efficiencies, enhance our safety culture and differentiate our service offerings. Mr. Chinn’s broad and expansive dedication to operating excellence and developing strong corporate culture provides valuable perspective to the Board, and his experience allows him to share specific insight into focus areas such as renewable energy transition, environmental regulation and compliance, international exposure and risk management. Mr. Chinn serves on the American Institute of Chemical Engineers Foundation Board of Trustees, and he serves as a board director and executive committee member of the Alliance to End Plastic Waste and the American Chemistry Council. Mr. Chinn holds a bachelor of science degree in chemical engineering from Texas A&M University.

	James C. Fish, Jr.
	Age: 61 Director since: November 2016				Position and Business Experience President, Chief Executive Officer and Director — Waste Management, Inc. since 2016. Director of Caterpillar Inc. since March 2023. Qualifications Jim Fish has served as our President and Chief Executive Officer and a Director since 2016. Over more than 20 years, Mr. Fish has held several key positions in our Company, including President and Chief Financial Officer; Senior Vice President — Eastern Group; Area Vice President for Pennsylvania and West Virginia; Market Area General Manager for Massachusetts and Rhode Island; Vice President of Price Management; and Director of Financial Planning and Analysis. Before joining our Company, Mr. Fish held finance and revenue management positions at Westex, a Yellow-Roadway subsidiary, Trans World Airlines, and America West Airlines. He began his professional career at KPMG Peat Marwick. Mr. Fish’s extensive leadership and operational experience, together with his tremendous understanding of the environmental services industry, are instrumental to the development and successful execution of our growth strategy to deliver stockholder value. Additionally, through his professional and educational experience, Mr. Fish has developed valuable expertise in accounting, external reporting, investor relations, human capital and performance management, and risk management. Mr. Fish oversees our Digital organization, and participates directly in matters related to cybersecurity and information security risk mitigation and response strategies. As North America’s largest comprehensive environmental solutions provider, sustainability is embedded in all aspects of our business. As our President and Chief Executive Officer, Mr. Fish has a thorough understanding of the risks and opportunities presented in the areas of sustainability and environmental protection. Mr. Fish is deeply involved in our efforts to mitigate such risks and capitalize on such opportunities in order to deliver on our brand promise, ALWAYS WORKING FOR A SUSTAINABLE TOMORROW®. Mr. Fish also champions the importance of our people-first commitment and the necessity of creating a culture that truly puts the needs of WM employees first. As part of that people-first culture, Mr. Fish has been actively involved in developing initiatives to promote inclusion and diversity throughout the Company’s population of approximately 48,000 employees. Mr. Fish earned a bachelor’s degree in accounting from Arizona State University and a master’s degree in business administration, with emphasis on finance, from the University of Chicago. He is also a Certified Public Accountant.

	Andrés R. Gluski
	Age: 66 Director since: January 2015 Board Committees: Audit and Management Development & Compensation (Chair)				Position and Business Experience President, Chief Executive Officer and Director — The AES Corporation (global energy company) since 2011. Director of AES Gener (Chile) from 2005 to January 2020. Qualifications Andrés Gluski has served as President, Chief Executive Officer and a Director of The AES Corporation, a Fortune 500 global energy company, since 2011. Mr. Gluski began his tenure at AES in 2000 and previously served as Executive Vice President and Chief Operating Officer. Under his leadership, AES has become a leader in implementing clean technologies, including energy storage and renewable power. Through his professional experience, Mr. Gluski has extensive knowledge with respect to evaluating renewable energy strategies, and he has developed expertise in considering and evaluating climate-related risks and opportunities, which is directly applicable to our business and our sustainability growth strategy. Mr. Gluski also has experience in the development of sustainability and corporate social responsibility goals, as well as oversight of compliance programs. Prior to joining AES, Mr. Gluski served in a broad range of roles in the public and private sectors, including working as Executive Vice President of Corporate and Investment Banking in Grupo Santander. Mr. Gluski served as a member of the President’s Export Council from 2013 to 2016 and served as an expert witness at U.S. Congressional hearings on the subject of energy policy. He currently serves as Chairman of Council of the Americas. Mr. Gluski has also focused on shaping an inclusive, innovative workplace at AES with a diverse and inclusive culture throughout the world. These efforts have given Mr. Gluski valuable expertise in the areas of human capital management and diversity, equity and inclusion that he utilizes in his role as Chair of the Management Development & Compensation Committee of the Board. Mr. Gluski has been named amongst the 100 Most Influential Latinos by Latino Leaders Magazine. The depth and breadth of Mr. Gluski’s international business and finance background, and experience in managing growth opportunities while focusing on operational innovation, allow him to provide invaluable risk management, government affairs, public policy, public relations, communications and investor relations insight in his role as a member of the Board. Mr. Gluski holds a bachelor’s degree from Wake Forest University, as well as a master’s degree and a PhD in economics from the University of Virginia.

	Victoria M. Holt
	Age: 66 Director since: January 2013 Board Committees: Audit and Nominating & Governance (Chair)				Position and Business Experience Retired President and Chief Executive Officer — Proto Labs, Inc. (online and technology-enabled quick-turn manufacturer), served from 2014 to March 2021; also served as Director from 2014 — May 2021. Director of Piper Sandler Companies since September 2019. Director of A. O. Smith Corp. since April 2021. Qualifications Victoria Holt joined Proto Labs, Inc. as President, Chief Executive Officer and a Director in 2014, retiring in 2021. With manufacturing facilities in five countries, Proto Labs is a leading e-commerce technology enabled digital manufacturer of custom prototypes and on-demand product parts. Ms. Holt began her career at Monsanto Company, where she held various assignments of increasing responsibility before moving to Solutia, Inc., a divestiture of the Monsanto Company’s chemical business, as Vice President and General Manager Performance Films. Ms. Holt later held various roles with PPG Industries, Inc., a leading coatings and specialty products company, including Senior Vice President of Glass and Fiber Glass. Ms. Holt then served as President and Chief Executive Officer of Spartech Corporation, a leading provider of plastic sheet, compounds and packaging products, until its sale to PolyOne in 2013. Ms. Holt has a diverse international business background serving a wide spectrum of customers looking for sustainable solutions across diverse end markets including plastics, materials, automotive, medical, aerospace, consumer and general industrial. Ms. Holt brings passion and extensive experience in the areas of sustainable innovation, environmental solutions, plastics operations and management and recycling to the Board. Ms. Holt’s proven success leading large global companies across a broad range of manufacturing, chemical and materials industries has demonstrated her deep understanding of risk management, operations, strategic planning and performance measurement. Ms. Holt provides tremendous insight into the areas of continuous improvement, use of data analytics, e-commerce, digitally connected operations and execution of our technology-led, sustainability-linked strategy to grow our business and mitigate climate risks. Ms. Holt has developed expertise in corporate governance as a member of the public company boards listed above, in addition to experience serving on private company boards, and she shares this expertise with the Company’s Board in her position as Chair of the Nominating and Governance Committee. She also serves on the board of trustees of Dunwoody College. Ms. Holt holds a bachelor’s degree in chemistry from Duke University and a master’s degree in business administration from Pace University. Ms. Holt has completed the National Association of Corporate Directors (NACD) Cyber Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight.

	Kathleen M. Mazzarella
	Age: 64 Director since: October 2015 Chair of the Board since: May 2023 Board Committees: Audit, Management Development & Compensation and Nominating & Governance				Position and Business Experience Chairman, President and Chief Executive Officer — Graybar Electric Company, Inc. (distributor of electrical, communications and data networking products and provider of related supply chain management and logistics services) since 2013. Director of Cigna Corporation since 2018. Director of Express Scripts Holding Company from 2017 until acquisition by Cigna Corporation in 2018. Director of Core & Main since January 2019. Qualifications Kathleen Mazzarella has served as President and Chief Executive Officer of Graybar Electric Company, Inc. since 2012, and as Chairman since 2013. During her more than 40-year tenure at Graybar, Ms. Mazzarella has held numerous executive-level positions in operations, sales, human resources, strategic planning and marketing, including Executive Vice President and Chief Operating Officer, Senior Vice President — Sales and Marketing and Senior Vice President — Human Resources and Strategic Planning. Ms. Mazzarella has been instrumental in developing and communicating Graybar’s commitment to sustainability initiatives. Graybar focuses on sustainability in the way it operates and in the innovative solutions it provides to its customers. The company offers energy-saving products, renewable energy solutions and supply chain services that support sustainable construction, renovation and maintenance of infrastructure and facilities. The company also invests in the communities it serves and emphasizes integrity, inclusion and opportunity for all employees. Ms. Mazzarella brings her deep and valuable experience leading a diverse range of business functions necessary for an employee-driven, customer-focused business, similar to our Company. Through her role as Chief Executive Officer and her service on the board of directors for other public companies, she has developed expertise in evolving social and governance initiatives. In addition to her experience overseeing financial reporting and controls, technology systems and platforms, and other functional and operational areas, she has particular experience in the area of human capital management, including succession planning and diversity, equity and inclusion initiatives. Ms. Mazzarella also brings expertise in labor relations, public policy, operational innovation and strategic planning. Ms. Mazzarella holds an associate degree in telecommunications engineering, a bachelor’s degree in applied behavioral sciences from National Louis University, and a master’s degree in business administration from Webster University. In addition to the public company boards listed above, Ms. Mazzarella also serves on the board of the National Association of Wholesaler-Distributors (NAW) and previously served on the board of the NAW Institute for Distribution Excellence. Ms. Mazzarella previously served as Chairman of the Federal Reserve Bank of St. Louis, and she has experience serving on various organizational and charitable boards, such as Greater St. Louis Inc., United Way of Greater St. Louis and the Saint Louis Club.

	Sean E. Menke
	Age: 55 Director since: March 2021 Board Committees: Audit and Nominating & Governance				Position and Business Experience Executive Chairman of the Board — Sabre Corporation (software and technology solutions provider to the travel industry) since April 2022. Director of Sabre Corporation since 2016. Also served as Chief Executive Officer of Sabre Corporation from 2016 to April 2023 and as President of Sabre Corporation from 2016 to December 2021. Qualifications As Chair of the Board of Directors of Sabre Corporation and recent Chief Executive Officer, Sean Menke has experience heading a global network of development, sales, operations and corporate functions. In 2015, Mr. Menke joined Sabre as president of Sabre Travel Network, Sabre’s largest line of business. Under Mr. Menke’s leadership, Sabre won major new business opportunities, increased global market share, secured Sabre’s position as the leading global distribution system in North America, Latin America and Asia-Pacific, and led innovation to enable sales of more customized fares and ancillary products that help drive the changing travel industry landscape. Before joining Sabre, Mr. Menke spent more than 20 years in executive leadership roles in the airline industry. He served as Chief Executive Officer at Frontier Airlines and at Pinnacle Airlines, and he held senior level marketing, operations, customer experience, strategy, planning, sales, distribution and revenue management roles, including with Air Canada and Hawaiian Airlines. He also served as Executive Vice President at IHS Inc., a global information technology company. Mr. Menke is a proven transformation leader, and uses his extensive experience in technology and transportation operations to bring together strategy and data to address complex issues as a member of the Board. His expertise in logistics and commitment to delivering efficient, customer-focused innovation through imaginative technology-led solutions helps advance our strategy to differentiate our services. Mr. Menke has extensive executive experience in technology-driven companies. He is aware of the importance and challenges of cybersecurity and privacy issues, and he has experience overseeing risk mitigation and implementing systems to protect major corporations. Mr. Menke shares with the Board his experience in the areas of cyber intrusion response planning and remediation. Mr. Menke holds a bachelor’s degree in economics and aviation management from Ohio State University and a master’s degree in business administration from the University of Denver.

	William B. Plummer
	Age: 65 Director since: August 2019 Board Committees: Audit (Chair) and Management Development & Compensation				Position and Business Experience Retired Executive Vice President and Chief Financial Officer — United Rentals, Inc. (world’s largest equipment rental company), served from 2008 to 2018. Director of Global Payments Inc. since 2017. Director of Mason Industrial Technology, Inc. from February 2021 to February 2023. Director of Nesco Holdings, Inc. from July 2019 to March 2021. Director of John Wiley & Sons, Inc. from 2003 to September 2019. Qualifications William Plummer served as Executive Vice President and Chief Financial Officer for United Rentals, Inc., where he was responsible for the development of the company’s finance activities and investor relations, and he co-led its mergers, acquisitions and divestitures strategies. He also led the company’s safety function and its data and analytics efforts. Mr. Plummer was instrumental in helping the company execute a strategy focused on improving the profitability of its core equipment rental business through revenue growth, margin expansion, operational efficiencies and acquisitions. Mr. Plummer brought more than two decades of financial leadership experience when he joined United Rentals, having served in a several executive roles, including as Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc., where he set policy for its global finance and corporate strategy functions. Prior to Dow Jones, Mr. Plummer was Vice President and Treasurer of Alcoa Inc., where he was responsible for global treasury policy and capital markets transactions. Mr. Plummer also held several executive positions at Mead Corporation, including President of its Gilbert Paper division, Vice President of Corporate Strategy and Planning, and Treasurer. Mr. Plummer brings extensive accounting, audit, internal control, and risk management experience to the Board and as Chair of the Audit Committee. In particular, he has first-hand experience developing, enhancing and overseeing risk management programs at large public companies, including identification and oversight of risks related to human capital, climate, cybersecurity and information technology. He provides insight based on his broad and substantial background in finance, logistics, operational improvement, mergers and acquisitions and capital markets transactions. He also brings valuable experience executing a customer-focused strategy, driving organic revenue growth and improving free cash flow. Mr. Plummer is deeply engaged in advancing and overseeing results from our Company’s diversity, equity and inclusion initiatives. Mr. Plummer holds bachelor’s and master’s degrees in aeronautics and astronautics from Massachusetts Institute of Technology and a master’s degree in business administration from Stanford University.

	Maryrose T. Sylvester
	Age: 58 Director since: March 2021 Board Committees: Management Development & Compensation and Nominating & Governance				Position and Business Experience Retired U.S. Managing Director and U.S. Head of Electrification — ABB Ltd. (global technology company focused on electrification, robotics, power and automation), served from August 2019 to August 2020. Former President and Chief Executive Officer — Current, powered by GE (energy services and information technology subsidiary of General Electric subsequently acquired by private equity investors), served from 2015 to June 2019. Director of Harley-Davidson, Inc. since 2016. Director of Vontier Corporation since March 2021. Director of Flex Ltd. since September 2022. Qualifications As U.S. Managing Director and U.S. Head of Electrification for ABB Ltd., Maryrose Sylvester was responsible for ABB’s largest geographical market and the implementation of operational innovations. Ms. Sylvester also championed the company’s diversity and inclusion efforts and accelerated ABB’s Encompass Diversity program. Prior to joining ABB Ltd., Ms. Sylvester spent more than 30 years at General Electric, where she held a number of leadership roles, including serving as President and Chief Executive Officer of each of GE Lighting, GE Intelligent Platforms, which focused on industrial automation, and GE Current, a digital power service business that delivers integrated energy systems. Ms. Sylvester was instrumental in launching the GE Women’s Network. Ms. Sylvester is a strategic, growth-oriented leader with a focus on the areas of technology, innovation and automation. Through her prior experience, Ms. Sylvester has developed expertise in delivering technology-enabled and energy-efficient sustainable solutions. Ms. Sylvester provides experience and extensive knowledge of product development, marketing, technology and supply chain strategy to the Board. Ms. Sylvester has in-depth expertise in the area of improving energy efficiency in response to climate risk. Ms. Sylvester also shares insight from her prior experience to inform our strategy to improve processes and drive efficiency through automation. Ms. Sylvester is passionate about advancing diversity, equity and inclusion and has expertise developing and driving such initiatives in the workplace. Ms. Sylvester also brings valuable governance experience from her service on the public company boards listed above. She holds a bachelor’s degree in procurement and production management from Bowling Green State University and a master’s degree in business administration from Cleveland State University.

Name	Shares of Common Stock Owned(1)		Shares of Common Stock Covered by Exercisable Options(2)
Thomas L. Bené		579		—
Bruce E. Chinn(3)		1,321		—
Andrés R. Gluski		15,975		—
Victoria M. Holt(4)		21,473		—
Kathleen M. Mazzarella(5)		14,574		—
Sean E. Menke		3,767		—
William B. Plummer(6)		5,992		—
John C. Pope		56,461		—
Maryrose T. Sylvester		3,767		—
James C. Fish, Jr.(7)		298,540		63,930
Devina A. Rankin		59,170		65,398
John J. Morris, Jr.		90,205		32,503
Rafael E. Carrasco		11,006		20,883
Tara J. Hemmer		50,489		52,800
All directors and executive officers as a group (21 persons)(8)		740,508		383,475

	Shares Beneficially Owned
Name and Address	Number		Percent(1)
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		36,159,856(2)		9.0%
Melinda French Gates; William H. Gates III 500 Fifth Avenue North Seattle, WA 98109 Bill & Melinda Gates Foundation Trust 2365 Carillon Point Kirkland, WA 98033		35,238,154(3)		8.8%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		28,665,838(4)		7.1%

Name	Age	Positions Held and Business Experience for Past Five Years
Charles C. Boettcher	50	• Executive Vice President, Corporate Development and Chief Legal Officer since February 2020. • Senior Vice President, Corporate Development and Chief Legal Officer from May 2019 to February 2020. • Senior Vice President and Chief Legal Officer from 2017 to May 2019.
Rafael E. Carrasco	52	• Senior Vice President — Enterprise Strategy since September 2023. • Senior Vice President — Operations from July 2021 to September 2023. • Area Vice President — Greater Mid-Atlantic Area from 2017 to June 2021.
John A. Carroll	51	• Vice President and Chief Accounting Officer since March 2023. • Vice President, Internal Audit and Controls from 2018 to March 2023.
Christopher P. DeSantis	60	• Senior Vice President — Operations since October 2023 • Area Vice President — New England from 2009 to October 2023.
Tara J. Hemmer	51	• Senior Vice President and Chief Sustainability Officer since July 2021. • Senior Vice President — Operations from January 2019 to June 2021.
John J. Morris, Jr.	54	• Executive Vice President and Chief Operating Officer since January 2019.
Devina A. Rankin	48	• Executive Vice President and Chief Financial Officer since February 2020. • Senior Vice President and Chief Financial Officer from 2017 to February 2020.
Kelly C. Rooney	50	• Senior Vice President and Chief Human Resources and Diversity & Inclusion Officer since February 2023. • Senior Vice President and Chief People Officer from August 2022 to February 2023. • Vice President — People Solutions from September 2021 to August 2022. • Area General Manager from July 2020 to September 2021. • Area Director Collection Operations from April 2019 to July 2020. • Regional Manager, Advanced Disposal Services, Inc. (a waste and environmental services company acquired by our Company in 2020), from 2015 to April 2019.
Donald J. Smith	57	• Senior Vice President — Operations since January 2023. • Area Vice President — Texas & Oklahoma Area from 2012 to December 2022.
Johnson Varkey	52	• Senior Vice President and Chief Information Officer since January 2024. • Vice President and Chief Information Officer from March 2023 to December 2023. • Vice President — Enterprise Digital Services from September 2019 to March 2023. • Senior Vice President and Chief Information Officer, Centrica (an international energy and services company) from March 2019 to August 2019.
Michael J. Watson	54	• Senior Vice President and Chief Customer Officer since 2018.

Timing	Component	Purpose	Key Features
Current	Base Salary	To attract and retain executives with a competitive level of regular income	Adjustments to base salary primarily consider competitive market data and the executive’s tenure, individual performance and responsibilities.
Short-Term Performance Incentive	Annual Cash Incentive	To encourage and reward contributions to our annual financial objectives through performance-based compensation subject to challenging, yet attainable, objective and transparent metrics	Cash incentives are targeted at a percentage of base salary and range from zero to 200% of target based on the following performance measures: • Operating EBITDA — designed to encourage balanced growth and profitability and assess the financial outcome from execution of strategic priorities (weighted 50%); • Income from Operations Margin — designed to motivate pursuit of high margin revenue growth while also controlling costs and operating efficiently (weighted 25%); and • Internal Revenue Growth — targeted at executing on pricing strategy and appropriate volume growth aligned with strategic growth goals (weighted 25%). Payouts of cash incentives based on the performance measures above can be increased or decreased by up to 5%, depending on achievement calculated using the sustainability scorecard. The MD&C Committee has discretion to increase or decrease an individual’s cash incentive payment by up to 25% based on individual performance, but such modifier has never been used to increase a payment to a named executive.
Long-Term Performance Incentives	Performance Share Units	To encourage and reward building long-term stockholder value through successful strategy execution; To retain executives; and To increase stockholder alignment through executives’ stock ownership	Number of shares delivered range from zero to 200% of the initial target grant based on performance over a three-year performance period. Payout on half of each executive’s PSUs granted in 2023 is dependent on cash flow generation, defined as net cash flow provided by operating activities, less capital expenditures, with certain exclusions, which continues our focus on capital discipline, while also aligning the Company with stockholders’ free cash flow expectations. We refer to these as Cash Flow PSUs. Payout on the remaining half of the PSUs granted in 2023 is dependent on total shareholder return relative to other companies in the S&P 500 over the three-year performance period. We refer to these as TSR PSUs. PSUs earn dividend equivalents that are paid at the end of the performance period based on the number of shares earned. Recipients can defer the receipt of shares, in which case such shares of Common Stock will be paid out, without interest, at the end of the deferral period.
	Stock Options	To support the growth element of the Company’s strategy and encourage and reward stock price appreciation over the long-term; To retain executives; and To increase stockholder alignment through executives’ stock ownership	Stock options granted in 2023 vest ratably in three annual increments, beginning on the first anniversary of the date of grant. The option exercise price is the average of the high and low market price of our Common Stock on the date of grant. Stock options have a term of 10 years.
	Restricted Stock Units (“RSUs”)	Used on a limited basis (e.g. promotion, new hire, special recognition) to make awards that encourage and reward long-term performance and increase alignment with stockholders	RSUs are not routinely an element of executive compensation, but grants are made in certain circumstances, including in recognition of significant promotions and contributions. RSUs typically vest in full three years after the date of grant. Time-based vesting aids retention. Dividend equivalents on RSUs accrue and are paid in cash upon vesting.

Named Executive Officer	2023 Base Salary
Mr. Fish		$	1,400,000
Ms. Rankin		$	767,600
Mr. Morris		$	784,000
Mr. Carrasco		$	645,200
Ms. Hemmer		$	668,700

	Threshold Performance (60% Payment)	Target Performance (100% Payment)	Maximum Performance (200% Payment)
Operating EBITDA	$5.60 billion	$5.90 billion	$6.20 billion
Income from Operations Margin	17.3%	18.8%	20.3%
Internal Revenue Growth	4.0%	5.4%	6.8%

Named Executive Officer	Target Percentage of Base Salary		Annual Cash Incentive For 2023(1)
Mr. Fish(2)		158		$	2,638,116
Ms. Rankin		100		$	915,228
Mr. Morris		110		$	1,028,241
Mr. Carrasco		90		$	686,538
Ms. Hemmer		90		$	717,576

	Named Executive Officer			Dollar Values of 2023 Long-Term Equity Incentives Set by the Committee (at Target)
	Mr. Fish			$9,750,000
	Ms. Rankin			$2,300,000
	Mr. Morris			$2,700,000
	Mr. Carrasco			$2,000,000
	Ms. Hemmer			$1,800,000

Named Executive Officer	Number of PSUs
Mr. Fish		51,316
Ms. Rankin		12,106
Mr. Morris		14,210
Mr. Carrasco		10,526
Ms. Hemmer		9,474

Total Shareholder Return Relative to the S&P 500
Performance	Payout
75th percentile (Maximum)		200%
50th percentile (Target)		100%
25th percentile (Threshold)		50%

Named Executive Officer	Number of Options
Mr. Fish		59,415
Ms. Rankin		14,016
Mr. Morris		16,453
Mr. Carrasco		12,188
Ms. Hemmer		10,969

Year	Salary ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
James C. Fish, Jr. President and Chief Executive Officer
2023		1,388,461(5)		8,405,433		1,950,000		2,638,116		246,844		14,628,854
2022		1,338,462(5)		8,023,256		1,750,011		3,459,049		249,906		14,820,684
2021		1,294,231(5)		7,312,195		1,700,005		2,656,497		94,435		13,057,363
Devina A. Rankin Executive Vice President and Chief Financial Officer
2023		760,792		1,982,933		460,005		915,228		95,142		4,214,100
2022		730,288		3,008,095		439,988		1,258,404		98,980		5,535,755
2021		700,671		1,806,413		420,003		958,821		56,094		3,942,002
John J. Morris, Jr. Executive Vice President and Chief Operating Officer
2023		777,031		2,327,562		539,987		1,028,241		144,151		4,816,972
2022		748,736		3,870,479		519,995		1,391,871		131,155		6,662,236
2021		728,138		1,978,522		460,006		996,408		67,420		4,230,494
Rafael E. Carrasco Senior Vice President — Enterprise Strategy
2023		633,592		1,724,132		400,010		686,538		16,036		3,460,308
Tara J. Hemmer Senior Vice President and Chief Sustainability Officer
2023		662,769		1,551,818		360,003		717,576		102,639		3,394,805
2022		630,506		2,302,032		339,992		978,476		70,648		4,321,654
2021		585,868		1,462,439		339,998		721,549		45,601		3,155,455

	Year		Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Target Level of Performance Achieved ($)		Aggregate Grant Date Fair Value of Cash Flow PSUs Assuming Highest Level of Performance Achieved ($)
James C. Fish, Jr.		2023		3,851,651		7,703,302
		2022		3,468,403		6,936,806
		2021		3,304,908		6,609,816
Devina A. Rankin		2023		908,646		1,817,292
		2022		871,981		1,743,962
		2021		816,448		1,632,896
John J. Morris, Jr.		2023		1,066,567		2,133,134
		2022		1,030,615		2,061,230
		2021		894,237		1,788,474
Rafael E. Carrasco		2023		790,055		1,580,110
Tara J. Hemmer		2023		711,095		1,422,190
		2022		673,869		1,347,738
		2021		660,982		1,321,963

	401(k) Plan Matching Contributions		409A Deferral Plan Matching Contributions		Life Insurance Premiums		Perquisites and Other Personal Benefits(a)
James C. Fish, Jr.		14,850		191,240		2,467		38,287
Devina A. Rankin		14,850		78,835		1,457		—
John J. Morris, Jr.		14,850		82,751		1,497		45,053
Rafael E. Carrasco		14,850		—		1,186		—
Tara J. Hemmer		14,850		59,006		1,280		27,503

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All other Stock Awards: Number of Shares of Stock or Units (#)	All other Option Awards: Number of Securities Underlying Options(#)(3)		Exercise or Base Price of Option Awards ($/sh)(4)		Closing Market Price on Date of Grant ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)					Exercise or Base Price of Option Awards ($/sh)(4)		Closing Market Price on Date of Grant ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
James C. Fish, Jr.
Cash Incentive		1,316,786		2,194,643		4,389,286
3/7/23								25,658		51,316		102,632									8,405,433
3/7/23															59,415		150.115		149.40		1,950,000
Devina A. Rankin
Cash Incentive		456,826		761,377		1,522,754
3/7/23								6,053		12,106		24,212									1,982,933
3/7/23															14,016		150.115		149.40		460,005
John J. Morris, Jr.
Cash Incentive		513,235		855,392		1,710,784
3/7/23								7,105		14,210		28,420									2,327,562
3/7/23															16,453		150.115		149.40		539,987
Rafael E. Carrasco
Cash Incentive		342,678		571,130		1,142,260
3/7/23								5,263		10,5266		21,052									1,724,132
3/7/23															12,188		150.115		149.40		400,010
Tara J. Hemmer
Cash Incentive		358,170		596,950		1,193,900
3/7/23								4,737		9,474		18,948									1,551,818
3/7/23															10,969		150.115		149.40		360,003

	Option Awards								Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options Exercisable (#)(2)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(6)		Market Value of Shares or Units of Stock That Have Not Vested ($)(6)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(7)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)
James C. Fish, Jr.
		—		59,415(3)		150.115		3/7/2033		—		—		98,936		35,438,875
		22,063		44,125(4)		145.67		3/1/2032		—		—		—		—
		—		32,850(5)		110.81		2/23/2031		—		—		—		—
Devina A. Rankin
		—		14,016(3)		150.115		3/7/2033		6,803		1,218,417		24,078		8,624,740
		5,547		11,094(4)		145.67		3/1/2032		—		—		—		—
		16,232		8,116(5)		110.81		2/23/2031		—		—		—		—
		25,284		—		126.005		2/19/2030		—		—		—		—
John J. Morris, Jr.
		—		16,453(3)		150.115		3/7/2033		10,204		1,827,536		28,360		10,158,552
		6,556		13,111(4)		145.67		3/1/2032		—		—		—		—
		—		8,889(5)		110.81		2/23/2031		—		—		—		—
		13,907		—		126.005		2/19/2030		—		—		—		—
Rafael E. Carrasco
		—		12,188(3)		150.115		3/7/2033		3,061		548,225		19,778		7,084,480
		4,287		8,572(5)		145.67		3/1/2032		351		62,864		—		—
		1,546		773(5)		110.81		2/23/2031		—		—		—		—
		2,655		—		126.005		2/19/2030		—		—		—		—
		3,273		—		98.898		2/19/2029		—		—		—		—
		3,207		—		85.34		2/20/2028		—		—		—		—
		1,000		—		73.335		2/28/2027		—		—		—		—
Tara J. Hemmer
		—		10,969(3)		150.115		3/7/2033		5,102		913,768		18,726		6,707,653
		4,287		8,572(4)		145.67		3/1/2032		—		—		—		—
		13,140		6,570(5)		110.81		2/23/2031		—		—		—		—
		20,860		—		126.005		2/19/2030		—		—		—		—