WASTE MANAGEMENT INC 8-K

What Happened
Waste Management, Inc. filed an 8-K on May 13, 2026 announcing executive changes: the Board promoted Tara J. Hemmer to Executive Vice President and Chief Operating Officer (the Board accepted John J. Morris, Jr.’s voluntary resignation as COO), and Rafael E. Carrasco — Senior Vice President, Enterprise Strategy and President, WM Healthcare Solutions — notified the company he will retire effective July 17, 2026. Carrasco provided notice on May 8, 2026 and is recognized for leading the Stericycle, Inc. acquisition and integrating the company’s healthcare solutions business.

Key Details

• Promotion announced May 13, 2026: Tara J. Hemmer (age 53) moves from SVP & Chief Sustainability Officer (since 2021) to EVP & COO.
• Compensation changes for Hemmer: base salary increased to $850,000 and target annual cash incentive set at 105% of year‑end base salary.
• Equity award: RSU grant valued at $575,000 (grant date May 20, 2026); number of RSUs = $575,000 ÷ average of high/low stock price over the 30 trading days before grant. Vesting: 34% at 1 year, 33% at 2 years, 33% at 3 years. Dividend equivalents accrue and are paid in cash on any RSU payout.
• Termination/vesting rules: death/disability → all unvested RSUs vest; retirement after Jan 1, 2027 → normal vesting; earliest retirement eligibility for Hemmer is October 2027; involuntary termination without cause → prorated vesting based on time employed; resignation or termination for cause → forfeiture.

Why It Matters
These moves affect senior operational leadership and executive compensation at Waste Management. Hemmer’s promotion centralizes operations under an executive with sustainability and corporate strategy experience, and her pay package (higher base, above‑par incentive target and RSUs) increases ongoing compensation expense and creates potential share‑based dilution tied to future vesting. Carrasco’s retirement removes a leader who managed the Stericycle acquisition and healthcare integration, which investors may watch for continuity in that business line. The filing gives concrete timelines and vesting mechanics investors can use to assess near‑term executive costs and potential equity dilution.