REPUBLIC SERVICES INC (RSG)
Sector: Industrials
2026 Annual Meeting Analysis
REPUBLIC SERVICES INC · Meeting: May 7, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 13 Director Nominees in this Proxy Statement
Independent chairman with relevant CEO and legal experience; RSG's 3-year price return of 74.5% exceeds the XLI benchmark by only 5.5 percentage points, well below the 65-point threshold needed to trigger an against vote for a strong-positive-TSR company, and no overboarding or attendance issues are present.
Joined the board in February 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; brings relevant CEO, sustainability, and logistics expertise from Coca-Cola FEMSA.
Director since July 2020 with deep supply chain and CEO experience; TSR trigger does not fire given RSG's strong 3-year return and the 65-point gap threshold; no overboarding or attendance concerns noted.
Long-tenured director since 2016 with relevant operational, sustainability, and compensation expertise; TSR trigger does not fire; serves on two public company boards (RSG and HB Fuller), well within limits.
Audit committee chair with strong financial accounting credentials (former Chief Accounting Officer at Medtronic and CPA background); TSR trigger does not fire; no overboarding or attendance issues.
Director since 2009 with extensive investment and governance expertise; TSR trigger does not fire given RSG's strong 3-year return; serves on three public company boards (RSG, Ecolab, FEMSA), within the four-board limit for non-executive directors.
Joined in February 2024, so just over 24 months of tenure; brings strong manufacturing, operations, and sustainability expertise from Cummins; TSR trigger does not fire given the 5.5pp outperformance versus XLI against the 65pp threshold.
Joined in July 2023, within the 24-month new-director exemption window at the time of the filing; brings investment management and capital markets expertise; no overboarding or attendance concerns.
Director since 2018 with extensive CEO, operations, and marketing experience from Hormel Foods; TSR trigger does not fire; serves on one public company board (RSG) following his retirement from Hormel's board.
Active CEO of McKesson Corporation serving on two public company boards (RSG and McKesson), which is the maximum permitted for a sitting public company CEO under policy; TSR trigger does not fire; brings operations, logistics, and sustainability expertise.
President and CEO of Republic Services since 2021; as an executive director he is subject to the same TSR trigger as other directors, but the trigger does not fire given RSG's 74.5% three-year return outpaces XLI by only 5.5 percentage points, far below the 65-point threshold; serves on one outside public company board (Lennox International), within the one-board limit for sitting public company CEOs.
Director since December 2016 with relevant finance and logistics expertise from FedEx Ground; TSR trigger does not fire; no overboarding or attendance issues noted.
Director since October 2018 with technology, legal, and media expertise; the board has specifically determined that her four outside public company directorships (Xometry, Sequoia Fund, Cable One, Graham Holdings, plus RSG) do not impair her ability to serve, and the proxy confirms full attendance; TSR trigger does not fire.
All 13 director nominees receive a FOR vote. RSG's 3-year price return of 74.5% outpaces the XLI industrials ETF by 5.5 percentage points, which is far below the 65-point threshold required to trigger an against vote for a company with strong positive returns. No directors are overboarded beyond policy limits (Brian Tyler as a sitting CEO serves on exactly two public company boards), no attendance failures are disclosed, no familial relationships with management are present, the board maintains a skills matrix and robust independence practices, and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Jon Vander Ark
Total Comp
$14,857,016
Prior Support
N/A
CEO Jon Vander Ark received total compensation of approximately $14.9 million in 2025, which is within a reasonable range for a CEO of a $69 billion market cap industrials company with strong financial results including 9.2% cash flow growth and 8.7% adjusted EPS growth. The compensation program is heavily performance-based, with 80% of long-term incentive awards delivered as performance stock awards tied to multi-year metrics including Return on Invested Capital, Cash Flow Value Creation, and relative total shareholder return, satisfying the policy requirement that the majority of senior executive pay be variable and performance-linked. RSG's 3-year price return of 74.5% outpaces the XLI industrials ETF by 5.5 percentage points, so above-benchmark incentive pay is supported by shareholder experience, and the company maintains a clawback policy described as more robust than SEC and NYSE requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,649,090
Non-Audit Fees
$460,692
Non-audit fees (audit-related fees of $196,000 plus tax fees of $264,692, totaling $460,692) represent approximately 6.9% of core audit fees of $6,649,090, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. Ernst & Young is a Big 4 firm appropriate for a $69 billion market cap company. No material restatements are disclosed.
Overall Assessment
Republic Services' 2026 annual meeting ballot contains three management proposals — director elections, executive compensation, and auditor ratification — all of which receive FOR votes under this policy. The company's strong 3-year stock performance, well-structured performance-based compensation program, clean auditor fee profile, and sound board governance practices support favorable votes across all proposals, with no stockholder proposals on the ballot.