DEF 14A of Republic Services, Inc., Apr 7, 2025

DEF 14A of Republic Services, Inc.

Filed Apr 7, 2025 · FY20240001193125-25-074643

Open on EDGAR

  1. CATHARINE D. ELLINGSEN

    CATHARINE D. ELLINGSEN Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, and Corporate Secretary Phoenix, AZ April 7, 2025

  2. CATHARINE D. ELLINGSEN

    | Republic Services, Inc. 2025 Proxy Statement | | | 5 |

  3. CATHARINE D. ELLINGSEN

    | Proxy Summary | 8-14 | | Board of Directors and Corporate Governance | 16-51 | | Republic’s Board of Directors | 16 | | Director Skills, Experience, and Background | 17 | | Biographical Information Regarding Director Nominees | 19 | | Board of Directors and Corporate Governance Matters | 29 | | Board Leadership Structure | 29 | | Board Meetings and Committees | 29 | | Meeting Participation | 29 | | Committee Composition | 30 | | Board Refreshment | 30 | | Director Onboarding Process | 30 | | Continuing Director Education | 30 | | Board Evaluation Process | 30 | | Director Succession Planning | 32 | | Executive Succession Planning and Leadership Development | 32 | | Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies | 32 | | Director Nomination Procedures Relating to Board Candidacy | 33 | | Director Independence | 33 | | Service on Other Public Company Boards | 34 | | Shareholder Engagement | 34 | | Additional Board Policies | 35 | | Shareholder Director Recommendation Policy | 35 | | Proxy Access Director Nominations | 35 | | Director Resignation Policy | 35 | | Communications with the Board of Directors | 36 | | Attendance at Annual Meetings Policy | 36 | | Risk Oversight | 37 | | Board Oversight of Sustainability | 38 | | Board Oversight of Joint Ventures | 38 | | Board Oversight of Talent | 39 | | Ethics and Compliance | 40 | | Sustainability and Corporate Responsibility | 41 |

  4. CATHARINE D. ELLINGSEN

    | Talent | 44 | | Audit Committee Matters | 46 | | Director Compensation | 48 | | Certain Relationships and Related Party Transactions | 49 | | Security Ownership of the Board of Directors And Management | 50 | | Security Ownership of Five Percent Shareholders | 51 | | Delinquent Section 16(a) Reports | 51 | | Executive Compensation | 52-90 | | CD&A Table of Contents | 53 | | Compensation Discussion & Analysis | 55 | | 2024 Summary Compensation Table | 76 | | All Other Compensation for 2024 | 77 | | Grants of Plan-Based Awards in 2024 | 78 | | Outstanding Equity Awards at Fiscal Year End | 79 | | PSUs and RSUs Vested in 2024 | 81 | | Nonqualified Deferred Compensation in 2024 | 82 | | Employment Agreements and Post-Employment Compensation | 82 | | Potential Payments Upon Termination Table | 86 | | CEO Pay Ratio | 87 | | Pay versus Performance | 88 | | Proposals to be Voted on at the Meeting | 92-94 | | Proposal 1: Election of Directors | 92 | | Proposal 2: Advisory Vote on Named Executive Officer Compensation | 93 | | Proposal 3: Ratification of Independent Registered Public Accounting Firm | 94 | | Meeting Information | 95-99 | | Annex – CD&A Appendix | 101-103 | | Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 19, 2025: This Proxy Statement relating to the 2025 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the year ended December 31, 2024 are available at www.proxyvote.com. | |

  5. Director Nominees and Corporate Governance Highlights

    Director Nominees and Corporate Governance Highlights The table below lists the names of our director nominees and the standing committees on which they serve as of the date of this Proxy Statement.

  6. Director Nominees and Corporate Governance Highlights

    | DIRECTOR NAME | | AGE | DIRECTOR SINCE | COMMITTEES | INDEPENDENT | | Manny Kadre (Chairman) | | 59 | 2014 | — | ✓ | | Michael A. Duffy | | 55 | 2020 | Audit Committee and Sustainability & Corporate Responsibility Committee | ✓ | | Thomas W. Handley | | 70 | 2016 | Talent & Compensation Committee (Chair) and Nominating & Corporate Governance Committee | ✓ | | Jennifer M. Kirk | | 50 | 2016 | Audit Committee (Chair) and Nominating & Corporate Governance Committee | ✓ | | Michael Larson | | 65 | 2009 | Nominating & Corporate Governance Committee (Chair), Finance Committee and Talent & Compensation Committee | ✓ | | Norman Thomas Linebarger | | 62 | 2024 | Audit Committee and Sustainability & Corporate Responsibility Committee | ✓ | | Meg Reynolds | | 60 | 2023 | Audit Committee and Sustainability & Corporate Responsibility Committee | ✓ | | James P. Snee | | 58 | 2018 | Finance Committee (Chair), Nominating & Corporate Governance Committee and Talent & Compensation Committee | ✓ | | Brian S. Tyler | | 58 | 2021 | Finance Committee, Sustainability & Corporate Responsibility Committee and Talent & Compensation Committee | ✓ | | Jon Vander Ark | | 49 | 2021 | — | | | Sandra M. Volpe | | 57 | 2016 | Sustainability & Corporate Responsibility Committee (Chair), Finance Committee and Nominating & Corporate Governance Committee | ✓ | | Katharine B. Weymouth | | 58 | 2018 | Audit Committee, Finance Committee and Talent & Compensation Committee | ✓ |

  7. Director Nominees and Corporate Governance Highlights

    | Republic Services, Inc. 2025 Proxy Statement | | | 11 |

  8. Director Nominees and Corporate Governance Highlights

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  9. Board Highlights

    Board Highlights Our Board is comprised of highly engaged and skilled directors with varied experiences and backgrounds, who bring diverse perspectives to their oversight of our business, while representing the long-term interests of our shareholders. Tomago Collins, who has served on our Board since 2013, will not be standing for re-election in 2025. Mr. Collins has been a valued member of our Board and we thank him for his contributions to the Company.

  10. BOARD REFRESHMENT

    BOARD REFRESHMENT We are committed to maintaining a Board that has a balanced mix of skills and attributes. We accomplish this through our active refreshment and director succession planning process. In February 2024, we added Norman Thomas Linebarger, former Chairman and CEO of Cummins Inc., to our Board. Mr. Linebarger’s extensive leadership and management experience in an industry focused on sustainable technologies enables him to offer the Board valuable insight into Republic’s strategic direction and growth.

  11. BOARD PRACTICES

    BOARD PRACTICES Our Board has developed a robust set of practices to help ensure appropriate composition and effective functioning. The Board maintains a regular Board evaluation process that is closely linked with ongoing succession planning and is committed to regular Board refreshment based on the Company’s current and future needs and strategic priorities. The following charts summarize the independence, tenure, age and diversity of our director nominees.

  12. Corporate Governance Highlights

    Corporate Governance Highlights We continuously monitor developments and best practices in corporate governance and enhance our practices as warranted and based on shareholder feedback. Key features of our corporate governance practices are noted below:

  13. Corporate Governance Highlights

    | ✓ | Shareholder Engagement Program with select participation of independent directors | ✓ | Clawback Policy More Robust than SEC and NYSE Requirements | | ✓ | Proxy Access Right | ✓ | Board Evaluation Process | | ✓ | Independent Board Chairman | ✓ | Formal Onboarding Program for New Directors | | ✓ | Director and Executive Succession Planning | ✓ | Majority Vote Standard | | ✓ | Majority Independent Board (11 of 12 director nominees) | ✓ | Deferral of Compensation for Directors (restricted stock units or cash) | | ✓ | No Supermajority Vote Requirements | ✓ | One Share, One Vote Structure | | ✓ | Shareholder Action by Written Consent | ✓ | Political Contributions Policy | | ✓ | Independent Board Committees | ✓ | Mandatory Retirement Age for Directors | | ✓ | Annual Director Elections | ✓ | Anti-Hedging and Anti-Pledging Policies | | ✓ | Human Rights Policy | ✓ | Code of Business Ethics and Conduct for Board and Company employees | | ✓ | Policy on Directors’ Service on Other Public Company Boards | ✓ | Supplier Code of Business Ethics and Conduct |

  14. Corporate Governance Highlights

    | 12 | | | Republic Services, Inc. 2025 Proxy Statement |

  15. Corporate Governance Highlights

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  16. Biographical Information Regarding Director Nominees

    Biographical Information Regarding Director Nominees

  17. Biographical Information Regarding Director Nominees

    | NEW FOR 2024 | As a part of our commitment to active refreshment, the Board added Norman Thomas Linebarger, former Chairman and CEO of Cummins Inc., as a new director in 2024. Mr. Linebarger, who serves on the Audit Committee and the Sustainability & Corporate Responsibility Committee, brings 30 years of indispensable manufacturing and operations expertise to the Board. | | BOARD REFRESHMENT | |

  18. Biographical Information Regarding Director Nominees

    | Manny Kadre CHAIRMAN OF THE BOARD SINCE MAR. 2017 DIRECTOR SINCE JUNE 2014 AGE: 59 | Committees None |

  19. Biographical Information Regarding Director Nominees

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Kadre is currently the Chief Executive Officer of Kollective Auto Group, a premium luxury retail automotive group, and previously was Chief Executive Officer of a number of beverage, automotive, healthcare and real estate companies. Mr. Kadre has gained significant management and leadership experience from serving as Chief Executive Officer of these companies for over two decades. He brings to the Board valuable perspective on managing the strategic direction of organizations, particularly useful given Republic operates in a highly technical, regulated and competitive industry. Throughout his career, Mr. Kadre has held leadership roles in acquiring, managing, and running several businesses, gaining valuable financial and strategy experience. These experiences enable him to provide guidance regarding Republic’s M&A opportunities, which is important given the role M&A plays in Republic’s strategy and Republic’s position in an industry where acquisitions present an opportunity to drive growth and build scale. Mr. Kadre has extensive experience strategically positioning well-known, customer-facing brands to drive customer awareness and loyalty. His focus on using marketing efforts to heighten brand recognition, particularly for businesses in highly regulated industries, augments the Board’s ability to oversee and provide input on marketing and sales topics. Through Mr. Kadre’s leadership roles at companies in highly regulated industries, including serving as General Counsel of beverage product distributor CC1 Companies, he offers the Board valuable expertise when assessing legal and regulatory matters. In addition, he has extensive public company experience having served on four public company boards; Republic, NeueHealth, The Home Depot, and Mednax.

  20. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS Kollective Auto Group, 2012 - Present Chief Executive Officer Gold Coast Caribbean Importers, 2005 - 2014 Chief Executive Officer CC1 Companies, 1995 - 2009 President, Vice President, General Counsel and Secretary

  21. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  22. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) NeueHealth (formerly Bright Health Group, Inc.), 2021 - Present (Lead Independent Director, Chair of the Nominating and Corporate Governance Committee, Member of the Audit Committee and the Compensation and Human Capital Committee) The Home Depot, Inc., 2018 - Present (Member of the Audit Committee and the Finance Committee) Mednax, Inc., 2007 - 2022

  23. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board of Trustees, University of Miami Board of Directors, University of Miami Health System

  24. ADDITIONAL EXPERIENCE & SERVICE

    | Republic Services, Inc. 2025 Proxy Statement | | | 19 |

  25. ADDITIONAL EXPERIENCE & SERVICE

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  26. ADDITIONAL EXPERIENCE & SERVICE

    | Michael A. Duffy DIRECTOR SINCE JULY 2020 AGE: 55 | Committees Audit, Sustainability & Corporate Responsibility |

  27. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILLSETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Duffy is a seasoned distribution, supply chain and retail executive with over 25 years of experience, and currently serves as the Chief Executive Officer of OnTrac, the largest regional e-commerce parcel carrier in the U.S. Mr. Duffy has extensive leadership and chief executive experience from his roles at OnTrac, FleetPride, and C&S Wholesale Grocers. In his roles as Chief Executive Officer of FleetPride and C&S Wholesale Grocers, Mr. Duffy developed and implemented strategic initiatives to drive the growth of these organizations. Mr. Duffy managed complex supply chains for Cardinal Health and The Procter & Gamble Company through his roles as Global President of Supply Chain and Vice President of Global Supply Chain, respectively. Through his chief executive experience at On Trac, FleetPride, and C&S Wholesale Grocers, Mr. Duffy has gained important perspective on human resources, talent, and labor topics.

  28. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS OnTrac, 2023 – Present Chief Executive Officer FleetPride, Inc., 2021 – 2023 Chief Executive Officer C&S Wholesale Grocers, Inc., 2017 – 2020 Chief Executive Officer Cardinal Health, Inc., 2006 – 2017 President, Hospital Solutions and Global Supply Chain President, Medical Products Various executive positions with increasing responsibility The Procter & Gamble Company, 2005 – 2006 Vice President, Global Supply Chain Gillette Company, 2001 – 2005 (Acquired by P&G in 2005) Vice President, North America Value Chain New York Consulting Partners, 1997 –1999, 2000 – 2001 Partner

  29. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board Member, OnTrac Board Member, FleetPride

  30. ADDITIONAL EXPERIENCE & SERVICE

    | Thomas W. Handley DIRECTOR SINCE JULY 2016 AGE: 70 | Committees Talent & Compensation (Chair), Nominating & Corporate Governance |

  31. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Handley is a senior advisor and former Chief Operating Officer of Cascade Asset Management Company, the investment office for William H. Gates III, and the Gates Foundation Trust. Mr. Handley’s experience as the former President and Chief Operating Officer of Ecolab, a hygiene and infection prevention solutions and services company, benefits the Board and management as they implement strategies for growth while operating in a safe, responsible and cost-effective manner. Mr. Handley’s understanding of corporate strategic planning, business operations, sales and marketing gained during two decades in senior executive roles at The Procter & Gamble Company helps the Board oversee Republic’s brand and customer experience. Mr. Handley’s expertise in business operations and information technology provides the Board governance skills with respect to field operations and cybersecurity which assists Republic in maintaining a strong digital capability. Mr. Handley’s combined experience in corporate operations and investment management also supports the Board as it considers matters relating to corporate governance, investor relations, compensation, operational safety and sustainability.

  32. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS William H. Gates III, 2019 – Present Senior Advisor and former Chief Operating Officer of Cascade Asset Management Company, the investment office for William H. Gates III, and the Gates Foundation Trust Ecolab Inc., 2003 – 2019 President and Chief Operating Officer Various other senior executive positions with increasing responsibility The Procter & Gamble Company, 1981 – 2003 Vice President, Global Planning, Marketing and Always Global Franchise Various positions in general and brand management both in the United States and internationally

  33. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  34. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) HB Fuller Company, 2010 – Present (Member of the Corporate Governance and Nominating Committee and Chair of the Audit Committee) Director and former director of various other private company and non-profit organizations

  35. (WITHIN THE LAST 5 YEARS)

    | 20 | | | Republic Services, Inc. 2025 Proxy Statement |

  36. (WITHIN THE LAST 5 YEARS)

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  37. (WITHIN THE LAST 5 YEARS)

    | Jennifer M. Kirk DIRECTOR SINCE JULY 2016 AGE: 50 | Committees Audit (Chair), Nominating & Corporate Governance |

  38. (WITHIN THE LAST 5 YEARS)

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Beginning in May 2025, Ms. Kirk will serve as the Chief Executive Officer of Exubrion Therapeutics, a company focusing on injectable treatments for canine osteoarthritis. In her prior role, Ms. Kirk served as Senior Vice President, Global Controller and Chief Accounting Officer at Medtronic plc, a medical device company, for nearly five years. With more than 25 years in finance and accounting roles, Ms. Kirk has deep experience in financial accounting and experience managing the financial activities and reporting of a multinational corporation. Ms. Kirk’s experience includes overseeing financial reporting across global locations, managing budgeting and forecasting processes, ensuring financial compliance with regulations and internal policies, conducting financial analysis for strategic decision-making, coordinating audits, and contributing to strategic planning and business growth initiatives. At Medtronic, she was responsible for maintaining financial integrity, transparency, and strategic financial leadership to support Medtronic’s global operations and long-term success. During her over 20 years at Occidental Petroleum, Ms. Kirk held various positions, including Senior Vice President of Integration and Value Capture, where she led initiatives focused on technological innovation and cybersecurity. Ms. Kirk has experience leading companies’ financial departments, particularly their financial support and financial business processes, providing useful perspectives on financial positioning and capital allocation. Through Ms. Kirk’s time at Medtronic and Occidental Petroleum, she has extensive experience in overseeing compliance for organizations that operate in highly regulated industries.

  39. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS Exubrion Therapeutics, Beginning May 2025 Chief Executive Officer Medtronic plc, 2021 – April 2025 Senior Vice President, Global Controller and Chief Accounting Officer Occidental Petroleum Corporation, 1999 – 2020 Senior Vice President, Integration and Value Capture Vice President, Controller and Chief Accounting Officer Various operational and HQ positions with increasing responsibility Arthur Andersen LLP, 1996 – 1999 Responsibilities encompassed all areas of financial statement audits including planning, supervision and financial statement reporting at both a staff and senior level

  40. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  41. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) Sempra, 2024 - Present (Member of the Audit Committee and Safety, Sustainability and Technology Committee) Western Midstream Partners, LP, 2019 – 2020

  42. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board Member, Exubrion Therapeutics

  43. Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants

    Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants Member, Healing with Horseplay

  44. Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants

    | Republic Services, Inc. 2025 Proxy Statement | | | 21 |

  45. Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  46. Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants

    | Michael Larson DIRECTOR SINCE OCT. 2009 AGE: 65 | Committees Nominating & Corporate Governance (Chair), Finance, Talent & Compensation |

  47. Member, Chief Accounting Officer Network and the American Institute of Certified Public Accountants

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Larson is the Chief Investment Officer of both Cascade Asset Management Company, the investment office for William H. Gates III, and the Gates Foundation Trust. Over the course of his successful 40-year career as an investor, Mr. Larson has developed a deep understanding of global capital markets, business cycles and capital allocation. These experiences prove invaluable as the Board and management seek to drive growth and build scale. Mr. Larson’s commitment to sound corporate governance enhances the Board’s ability to align the interests of Republic’s management, investors, shareholders and stakeholders. Mr. Larson’s insight into sustainability issues also offers the Board unique perspective concerning matters vital to Republic’s business model including talent management, employee safety and climate leadership. Mr. Larson brings to the Board a special appreciation of the interests of long-term shareholders, including the perspective of Republic’s largest shareholder, Cascade Investment, L.L.C.

  48. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS William H. Gates III, 1994 – present Chief Investment Officer for William H. Gates III and the Gates Foundation Trust

  49. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  50. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) Ecolab Inc., 2012 – Present (Chair of the Finance Committee and Member of the Safety, Health and Environment Committee) Fomento Económico Mexicano, S.A.B.de C.V., 2011 – Present

  51. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Member of the Western Asset Funds Board of Directors, Member of the Audit, Governance and Nominating, Executive and Contracts, and Investment and Performance Committees. Formerly served on the Board of Directors of AutoNation, Inc., Grupo Televisa, S.A.B., Hamilton Lane and Pan American Silver Corp. Additional Experience, Prior to 1994 Harris Investment Management Putnam Management Company ARCO

  52. ADDITIONAL EXPERIENCE & SERVICE

    | 22 | | | Republic Services, Inc. 2025 Proxy Statement |

  53. ADDITIONAL EXPERIENCE & SERVICE

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  54. ADDITIONAL EXPERIENCE & SERVICE

    | Norman Thomas Linebarger DIRECTOR SINCE FEB. 2024 AGE: 62 | Committees Audit, Sustainability & Corporate Responsibility |

  55. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Linebarger is the Chief Executive Officer, Energy Transformation for General Catalyst. Prior to that role, Mr. Linebarger served as Chairman and Chief Executive Officer of Cummins Inc., a publicly traded manufacturer of engines, generators, and electrified power solutions. Mr. Linebarger’s tenure and senior leadership roles at Cummins have afforded him extensive leadership and management experience, enabling him to offer the Board valuable insight into Republic’s strategic direction and growth. With 30 years of experience at a leading manufacturing company, Mr. Linebarger has developed indispensable logistics, manufacturing and operations expertise, allowing him to drive continued innovation and efficiency. While overseeing Cummins’ evolution into a global leader with strong environmental stewardship and customer-focused solutions, Mr. Linebarger developed a deep understanding of sustainable technologies in highly regulated industries, which is critical to the Board as Republic strives to be a leader in environmental services. As the former Vice President of Supply Chain Management at Cummins, Mr. Linebarger is adept at managing complex supply chains, which is beneficial as the Board oversees Republic’s national, vertically integrated operations.

  56. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS General Catalyst, 2025 – Present Chief Executive Officer, Energy Transformation Cummins Inc., 1993 – 2023 Chairman and Chief Executive Officer President and Chief Operating Officer Executive Vice President and President, Power Generation Business Vice President and Chief Financial Officer Vice President, Supply Chain Management

  57. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  58. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) Harley Davidson Inc., 2008 – Present (Presiding Director, Member of the Human Resources Committee, Nominating and Corporate Governance Committee, and Sustainability and Safety Committee)

  59. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board Member, General Catalyst Former Senior Advisor, McKinsey & Company Former Member, Business Roundtable (BRT) Former Member and Chair, Central Indiana Corporate Partnership (CICP) Former Member and Co-Chair, Global Hydrogen Council Former Member and Chair, U.S.-China Business Council

  60. ADDITIONAL EXPERIENCE & SERVICE

    | Republic Services, Inc. 2025 Proxy Statement | | | 23 |

  61. ADDITIONAL EXPERIENCE & SERVICE

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  62. ADDITIONAL EXPERIENCE & SERVICE

    | Meg Reynolds DIRECTOR SINCE JULY 2023 AGE: 60 | Committees Audit, Sustainability & Corporate Responsibility |

  63. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Ms. Reynolds is Co-Founder, Principal and Portfolio Manager at Westwood Global Investments, an international and emerging markets investment management firm with $13 billion in assets under management. Ms. Reynolds’ extensive investment background from her experience at Westwood Global Investments, Fidelity Investments and Putnam Investor Services gives her valuable insights into capital markets and the global macroeconomic environment. As a portfolio manager for over 30 years, Ms. Reynolds has both depth and breadth of experience that enables her to provide valuable oversight with respect to risk management, financial reporting, and internal controls. Her investment background brings a wealth of experience examining and assessing companies’ capital allocation strategies, which is important as Republic generates consistent earnings and free cash flow growth. With nearly 35 years of broad investment experience, Ms. Reynolds brings to the Board a strong understanding of sustainability topics, which is critical as Republic focuses on sustainability as a platform for growth. Ms. Reynolds’ robust not-for-profit board experience and passion for both her clients and communities gives her strong experience engaging with multiple stakeholders and understanding competing stakeholder priorities. This is important as community engagement and relations is central to Republic’s daily operations and success.

  64. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS Westwood Global Investments, 2003 – Present Co-Founder, Principal and Portfolio Manager Fidelity Investments, 1995 – 2003 Portfolio Manager, Latin America Various Analyst & Associate Portfolio Manager Roles Putnam Investor Services, 1986 – 1995 Various Analyst & Associate Roles

  65. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board Member, Member of Investment Committee, Catholic Schools Foundation Board Member, Chair of Finance Committee, Member of Grant Committee, Kelly Brush Foundation Board Member and Member of Finance Committee, Dana Farber Cancer Institute Board Member, Member of Investment Committee, Member of Allocations Committee, Women’s Foundation of Boston

  66. ADDITIONAL EXPERIENCE & SERVICE

    | James P. Snee DIRECTOR SINCE JULY 2018 AGE: 58 | Committees Finance (Chair), Nominating & Corporate Governance, Talent & Compensation |

  67. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Snee is the Chairman, President and Chief Executive Officer of Hormel Foods Corp., a global manufacturer and marketer of consumer-branded food. Mr. Snee has extensive executive experience through his multiple leadership roles at Hormel Foods Corp., a publicly traded Fortune 500 company. While overseeing the expanding global portfolio for Hormel Foods, Mr. Snee gained a depth of marketing experience helping customer-facing brands develop customer loyalty and brand awareness. Mr. Snee has held multiple senior operational roles at Hormel Foods, a company that derives revenue from over 80 countries. In these roles, he has gained experience with logistics and operating large-scale organizations efficiently. While leading Hormel Foods, Mr. Snee has developed a keen awareness of numerous sustainability factors, especially talent attraction and retention. At Hormel Foods, Mr. Snee led the modernization of its technology and e-commerce capabilities.

  68. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS Hormel Foods Corporation, 1989 – Present Chairman, President and Chief Executive Officer President and Chief Operating Officer Group Vice President and President, Hormel Foods International Corporation Vice President and Senior Vice President, Hormel Foods International Corporation Vice President, Affiliated Business Units

  69. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  70. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) Hormel Foods Corporation, 2015 – Present (Chairman of the Board)

  71. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board and Executive Committee Member, Consumer Brands Association Executive Board Member, North American Meat Institute Board Member, The Hormel Foundation

  72. ADDITIONAL EXPERIENCE & SERVICE

    | 24 | | | Republic Services, Inc. 2025 Proxy Statement |

  73. ADDITIONAL EXPERIENCE & SERVICE

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  74. ADDITIONAL EXPERIENCE & SERVICE

    | Brian S. Tyler DIRECTOR SINCE APR. 2021 AGE: 58 | Committees Finance, Sustainability & Corporate Responsibility, Talent & Compensation |

  75. ADDITIONAL EXPERIENCE & SERVICE

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Mr. Tyler is the Chief Executive Officer of McKesson Corporation, a publicly traded $280 billion healthcare distribution and services firm. Through his experiences at McKesson, Mr. Tyler has gained leadership experience, helping design, analyze, and execute on the company’s strategy. With more than twenty-five years at McKesson, Mr. Tyler has developed valuable operations and logistics experience. This helps him oversee Republic’s ability to provide integrated environmental services to customers in an efficient and safe manner. At McKesson, Mr. Tyler has assessed numerous potential transactions, including financing and funding options, and led the integration of acquired assets. As the Chief Executive Officer of the leading healthcare distribution and services firm, Mr. Tyler understands the importance of making sustainability a core aspect of a company’s strategy. In Mr. Tyler’s roles at McKesson, he has been focused on improving patient care and customer value. These efforts have provided him with experience in enhancing customer relationships, brand awareness, and customer loyalty.

  76. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS McKesson Corporation, 1997 – Present Chief Executive Officer and President, McKesson Corporation Chairman, McKesson Europe AG President and Chief Operating Officer, McKesson Europe AG President, North America Pharmaceutical Distribution & Services Various executive positions with increasing responsibility

  77. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  78. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) McKesson Corporation, 2019 – Present Board member, International Federation of Pharmaceutical Wholesalers (IFPW)

  79. (WITHIN THE LAST 5 YEARS)

    | Republic Services, Inc. 2025 Proxy Statement | | | 25 |

  80. (WITHIN THE LAST 5 YEARS)

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  81. (WITHIN THE LAST 5 YEARS)

    | Jon Vander Ark DIRECTOR SINCE JULY 2021 AGE: 49 | Committees None |

  82. (WITHIN THE LAST 5 YEARS)

    RELEVANT EXPERIENCE: Mr. Vander Ark is President and Chief Executive Officer of Republic Services, Inc. He is responsible for driving its values-based culture and leading the Company’s strategy. He was instrumental in developing Republic’s strategy to partner with customers to create a more sustainable world. By executing this strategy, Republic now has a broad set of environmental services across the United States and Canada. Mr. Vander Ark has extensive knowledge of the Company’s customer base and growth opportunities that he first developed as the Company’s Chief Marketing Officer. He played a critical role in building the Company’s capabilities in customer zeal, digital, and sustainability. Mr. Vander Ark also gained extensive knowledge of the Company’s operating assets through a series of operating roles, culminating in his time as the Company’s Chief Operating Officer. He has spent extensive time visiting the Company’s 204 business units. This provides an unrivaled perspective on the Company’s talent, local competitive dynamics and the regulatory environment. More recently, in Mr. Vander Ark’s time as President and CEO, he has helped develop a strategy to compete more broadly in environmental services while building world-class capabilities in customer zeal, digital, and sustainability. Prior to joining Republic, Mr. Vander Ark’s role in consulting exposed him to a wide range of industries including automotive, logistics, and consumer durables. He developed deep expertise in marketing and sales serving leading global companies.

  83. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS Republic Services, Inc., 2013 – Present President and Chief Executive Officer Executive Vice President, Chief Operating Officer Executive Vice President, Operations Executive Vice President, Chief Marketing Officer McKinsey & Company, 2000 – 2012 Partner Associate Principal Manager

  84. OTHER PUBLIC COMPANY DIRECTORSHIPS

    OTHER PUBLIC COMPANY DIRECTORSHIPS

  85. (WITHIN THE LAST 5 YEARS)

    (WITHIN THE LAST 5 YEARS) Lennox International, 2024 – Present (Member of the Audit Committee and the Compensation and Human Resources Committee) Board member, Chances for Children

  86. (WITHIN THE LAST 5 YEARS)

    | 26 | | | Republic Services, Inc. 2025 Proxy Statement |

  87. (WITHIN THE LAST 5 YEARS)

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  88. (WITHIN THE LAST 5 YEARS)

    | Sandra M. Volpe DIRECTOR SINCE DEC. 2016 AGE: 57 | Committees Sustainability & Corporate Responsibility (Chair), Finance, Nominating & Corporate Governance |

  89. (WITHIN THE LAST 5 YEARS)

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Ms. Volpe is the former Senior Vice President of Strategic Planning, Communications and Business Development Solutions at FedEx Ground. Ms. Volpe led FedEx Ground in finance, strategic planning, communications, and business development for over two decades. This gives her a unique point of view on operations and logistics, including planning vehicle routes and operating and maintaining facilities. In her roles at FedEx and Lender’s Service, Ms. Volpe developed an understanding of attracting and retaining talent, training and developing employees, and maintaining an engaged workforce. Ms. Volpe has more than thirty years in financial and strategic planning roles at large global companies. Her knowledge of financial accounting allows her to support Republic with oversight on risk management, financial reporting, and internal control items. Ms. Volpe’s career in financial and strategic planning brings important perspective to discussions regarding capital allocation and the strategic direction of Republic.

  90. CAREER HIGHLIGHTS

    CAREER HIGHLIGHTS FedEx Ground, 2000 – 2022 Senior Vice President, Strategic Planning, Communications and Business Development Solutions Senior Vice President, Strategic Planning, Communications and Contractor Relations Vice President, Strategic Planning Vice President, Finance Lender’s Service, Inc., 1993 – 2000 Director of Financial Planning and Analysis Associate Vice President

  91. ADDITIONAL EXPERIENCE & SERVICE

    ADDITIONAL EXPERIENCE & SERVICE Board Member (former Board Chair), American Heart Association, Greater Pittsburgh Region Board Member (former Executive Leadership Chair), Go Red for Women Board Chair, American Heart Association, Eastern States

  92. Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University

    Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University National Trustee, Kent State University Board of Trustees FedEx 5 Star Award, FedEx Leadership Award, FedEx Corporation Bravo Zulu Award for Service, and Prudential Principle Player Award 2018 Spirit of Women in Business Award, Kent State University

  93. Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University

    | Republic Services, Inc. 2025 Proxy Statement | | | 27 |

  94. Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  95. Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University

    | Katharine B. Weymouth DIRECTOR SINCE OCT. 2018 AGE: 58 | Committees Audit, Finance, Talent & Compensation |

  96. Board Chair, National Advisory Board for the Ambassador Crawford College of Business and Entrepreneurship at Kent State University

    EXPERIENCES AND SKILL SETS ALIGNED WITH BOARD CONTRIBUTIONS AND REPUBLIC’S STRATEGY: Ms. Weymouth is currently a Venture Partner with Blu Venture Investors, a venture fund focused on investing in cybersecurity, healthtech, and B2B SaaS startups. Prior to her current role, Ms. Weymouth was the Chief Operating Officer at FamilyCare, a start-up in the mental health space. Ms. Weymouth has executive leadership and strategy experience through numerous leadership positions at The Washington Post, including Publisher and Chief Executive Officer. In her current role, Ms. Weymouth works with start-ups to develop effective growth strategies and operationalize innovative solutions. Additionally, Ms. Weymouth has held leadership roles at two start-ups, which has given her unique insight into building businesses, developing talent, and managing sustainability issues. In her roles at the Washington Post, Ms. Weymouth led initiatives to modernize the newspaper’s digital platform to improve customer experience. She brings valuable points of view on how Republic can use technology to differentiate its service offering. Ms. Weymouth’s legal experience from her time as the Assistant General Counsel at The Washington Post gives her a strong understanding of legal and regulatory considerations for high-profile industries.

  97. Director Compensation

    Director Compensation When establishing and reviewing our directors’ compensation, we consider the level of work and involvement the directors have with our business. We also consider compensation paid to directors in the marketplace generally and at our peer group companies (“Peer Group”). In 2024, we compensated our directors as follows:

  98. Director Compensation

    | • | we paid each non-employee director an annual retainer of $100,000; |

  99. Director Compensation

    | • | effective October 2024, the additional annual retainer paid to the Chairman of the Board was increased from $165,000 to $180,000, which was prorated for the remainder of the year, resulting in a 2024 Chairman of the Board annual retainer of $168,750; |

  100. Director Compensation

    | • | we paid an annual retainer of $20,000 to each of the chairs of the Talent & Compensation Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Finance Committee and an annual retainer of $25,000 to the chair of the Audit Committee; and |

  101. Director Compensation

    | • | we granted each non-employee director RSUs based on a fair market value of $230,000 as of the date of grant. |

  102. Director Compensation

    Cash retainers are prorated if a director serves less than a full year in the applicable position. The annual grant of RSUs to a newly appointed, non-employee director is prorated to the number of days remaining in the year. We do not pay meeting fees for our Board or committee meetings but we reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. Annual RSUs granted to non-employee directors are fully vested upon grant. RSUs granted before 2012 will be settled upon the director’s termination of service from the Board. Beginning with grants in 2012, the RSUs are settled upon the earlier of the director’s termination of service from the Board or three years after the RSUs are granted, unless they are deferred into our DCP. RSUs are settled through the issuance of shares of our common stock. After any quarter in which dividends are distributed to shareholders, the non-employee directors receive additional RSUs with a value equal to the value of dividends they would have received had they owned the shares of stock underlying the RSUs on the dividend record date. The number of additional RSUs to be received by directors due to the declaration of dividends is based on the closing price of our stock on the dividend payment date. All compensation paid by us during 2024 to our non-employee directors is detailed below. Mr. Vander Ark’s compensation is reflected in the executive compensation tables contained in this Proxy Statement, and he did not receive any additional compensation from us for his duties as a director.

  103. DIRECTOR COMPENSATION IN 2024

    DIRECTOR COMPENSATION IN 2024

  104. DIRECTOR COMPENSATION IN 2024

    | DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Tomago Collins | 120,000 | 230,091 | 350,091 | | Michael A. Duffy | 100,000 | 230,091 | 330,091 | | Thomas W. Handley | 120,000 | 230,091 | 350,091 | | Manny Kadre (Chairman) | 268,750(3) | 230,091 | 498,841 | | Jennifer M. Kirk | 125,000 | 230,091 | 355,091 | | Michael Larson | 120,000 | 230,091 | 350,091 | | Norman Thomas Linebarger(4) | 90,110 | 207,548 | 297,658 | | Meg Reynolds | 100,000 | 230,091 | 330,091 | | James P. Snee | 120,000 | 230,091 | 350,091 | | Brian S. Tyler | 100,000 | 230,091 | 330,091 | | Sandra M. Volpe | 100,000 | 230,091 | 330,091 | | Katharine B. Weymouth | 100,000 | 230,091 | 330,091 |

  105. DIRECTOR COMPENSATION IN 2024

    | (1) Includes annual cash retainers and Board and committee chair retainers. |

  106. DIRECTOR COMPENSATION IN 2024

    | (2) The amounts shown in this column represent the grant-date fair value of RSUs granted in 2024 calculated in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in making such calculations. This does not include the value of additional RSUs received in lieu of dividends. Each non-employee director, with the exception of Mr. Linebarger, received an annual grant of 1,395 RSUs on January 2, 2024 with a grant date fair value of $164.94 per share, which was the closing price of our stock on the date of grant. |

  107. DIRECTOR COMPENSATION IN 2024

    | (3) Mr. Kadre elected to defer a portion of his cash compensation in accordance with the DCP. |

  108. DIRECTOR COMPENSATION IN 2024

    | (4) Mr. Linebarger was appointed to the Board effective February 6, 2024. His cash retainer and RSU grant were prorated for the year as of his appointment date. Mr. Linebarger received a prorated annual RSU grant of 1,195 RSUs on February 6, 2024, with a grant date fair value of $173.68 per share, which was the closing price of our stock on the date of grant. |

  109. DIRECTOR COMPENSATION IN 2024

    | 48 | | | Republic Services, Inc. 2025 Proxy Statement |

  110. DIRECTOR COMPENSATION IN 2024

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  111. Message from the Talent & Compensation Committee

    | • | An Annual Incentive Plan Directly Tied to Strategic Priorities: The annual incentive plan uses an EPS Measure and an FCF Measure as financial metrics that determine compensation levels, two key metrics that determine Republic’s financial success. The annual incentive plan also includes a sustainability modifier that adjusts the annual incentives for senior executives up to 10 percentage points, positively or negatively, depending upon the Company’s interim performance on safety, talent and climate leadership goals. These specific metrics were chosen due to how integral they are to the Company’s overall performance and long-term strategy. |

  112. Message from the Talent & Compensation Committee

    | • | A Long-Term Incentive Plan that Emphasizes Long-Term Value Creation: 70% of the CEO’s, and 64% of the average NEO’s, 2024 long-term incentive compensation is performance based. The amount of performance stock units (PSUs) executives can earn is based upon Return on Invested Capital (ROIC), Cash Flow Value Creation (CFVC), and Total Shareholder Return relative to our peer group (rTSR), and vest over three years. The remaining percentage of our executives’ long-term incentive compensation is comprised of restricted stock units (RSUs), which vest ratably over four years. |

  113. Key Compensation Governance Practices

    | | | | | • Maintain a clawback policy covering incentive compensation that’s more robust than SEC and NYSE requirements • Require double trigger provisions for all severance and equity awards following a change in control • Consider dilution and burn rates in determining equity awards to manage the impact of dilution on shareholders • Base a significant percentage of both the target total direct compensation opportunity and the LTI opportunity on performance • Cap annual inventive awards and LTI awards and base them on value-driving financial metrics | • Use a well-structured Peer Group, consisting of companies with which Republic competes for business or executive talent • Maintain stock ownership guidelines of 8x salary for our CEO and 5x salary for other Executive Officers • Say-on-Pay Vote seeking annual non-binding advisory votes from shareholders of the NEO compensation program disclosed in our CD&A • Annual Talent & Compensation Committee review of our compensation program including incentive program, to ensure no excessive or inappropriate risk taking | • No gross-ups for excise tax payments made in the event of a change in control • No payment of dividends on unearned PSU awards • No excessive change in control provisions in executive severance agreements • No executive termination for “good reason” absent a change in control • No repricing or exchange of underwater options allowed without shareholder approval • No significant perquisites – our NEOs and other executives generally receive the same benefits as other employees • No hedging, pledging, or short selling of our Company stock by directors, officers, employees or their immediate family members |

  114. Performance Metrics

    Performance Metrics We believe the performance metrics we use for our executive compensation program are strongly aligned with shareholder interests and support our business strategy. For the past several years, our executive compensation program has used an EPS measure (“EPS Measure”) and a FCF measure (“FCF Measure”) as financial metrics for our annual cash incentive plan, and return on invested capital (“ROIC”), cash flow value creation (“CFVC”), and relative total shareholder return (“RTSR”) as financial metrics for our long-term incentive (“LTI”) plan. Our shareholders have told us that these metrics align well with their interests. Beginning in 2022, we added a sustainability modifier to our annual incentive plan, pursuant to which the annual

  115. Performance Metrics

    | 60 | | | Republic Services, Inc. 2025 Proxy Statement |

  116. Performance Metrics

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  117. Performance Metrics

    incentive paid to our senior executives is subject to adjustment up or down by up to 10 percentage points based on the Company’s interim performance on safety, talent and climate leadership goals. The following graphic describes the financial performance metrics applied to both the annual incentive plan and performance-based LTI plan in 2024 as well as how they align with our strategic goals:

  118. Performance Metrics

    | Annual Cash Incentive Our annual incentive metrics are designed to encourage profitable growth and are widely accepted by the investment community as important performance metrics |

  119. Performance Metrics

    | Performance-based Long Term Incentive Award Our LTI metrics are designed to grow our business with an emphasis on cash flow while maximizing investment returns and aligning interest between our executives and shareholders |

  120. Performance Metrics

    | (1) ROIC and CFVC are adjusted to exclude gains or losses (or related impairments) from divestitures, impairments of goodwill and other costs and impairments resulting from exiting a business, losses recorded on the extinguishment of debt instruments, gains or losses associated with withdrawal from or termination of one or more benefit plans, material changes caused by new accounting rules or new interpretations of previous accounting rules and other similar events or circumstances. |

  121. Performance Metrics

    Although the FCF Measure used for our annual incentive and the CFVC used for our PSUs may appear similar, the measures are distinct and support different objectives.

  122. Performance Metrics

    | | FREE CASH FLOW MEASURE | CASH FLOW VALUE CREATION | | Calculation | FCF = Cash Flow from Operations –Net Capital Expenditures | CFVC = Net Operating Profit After Tax – (Average Net Assets x Capital Charge) | | Rationale for Use as Performance Metric | • Reflects strength of the Company’s cash flows on an annual basis and quality of the Company’s earnings • Measures the Company’s ability to generate cash flow in excess of capital expenditures | • Includes a capital charge on net assets to promote business growth through disciplined investments • Reflects creation of value over the long term |

  123. Performance Metrics

    | Republic Services, Inc. 2025 Proxy Statement | | | 61 |

  124. Performance Metrics

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  125. Performance Metrics

    Please refer to the Annex on pages 102-103 for details regarding the calculation of the EPS Measure, FCF Measure, CFVC, and ROIC for 2022, 2023 and 2024.

  126. How We Pay

    | • | annual cash incentive based on achieving target amounts of pre-established performance metrics; and |

  127. How We Pay

    | • | long-term incentive awards (PSUs and RSUs), with PSUs based on achieving target amounts of pre-established performance metrics. |

  128. How We Pay

    | Form of Compensation | | Target Weight | | Award Method | Performance Period | Performance Metrics | Vesting Period | Purpose | | | | CEO | NEO (Avg.) | | | | | | | Base Salary | | | | Cash | N/A | N/A | N/A | Retention | | Annual Incentive | | | | Cash | 1 year | • 50% EPS Measure • 50% FCF Measure • +/-10 percentage points Sustainability Modifier | N/A | Incentivize and recognize performance in areas of short-term strategic importance | | Long- Term | PSUs | | | • 50% cash • 50% common stock | 3 years | • 40% ROIC • 40% Cash Flow Value Creation • 20% Relative TSR | 3 years | Incentivize and recognize performance in areas of long-term strategic importance | | | RSUs | | | Common stock | N/A | N/A | Vest Ratably over 4 years | Retention and incentivize long-term performance |

  129. How We Pay

    For 2024, the target total direct compensation (“Target TDC”), comprised of annualized base salary, annual incentive and LTI awards (consisting of PSUs and RSUs), exclusive of retirement contributions, for Republic’s current NEOs was as follows:

  130. How We Pay

    | | (1) Variable annual incentive target award for 2024 (2) PSU target award for performance cycle beginning in 2024 and target value of RSU awards |

  131. Base Salary

    Base Salary We believe a competitive base salary attracts and retains high-caliber executive talent while providing a fixed level of compensation commensurate with the position’s responsibilities and level. The Talent & Compensation Committee annually reviews each NEO’s base salary to determine if any adjustment is warranted. This review consists of a comparison of the compensation paid to incumbents in comparable positions in our Peer Group, taking into account individual qualifications and responsibilities, internal salary levels, and individual and Company performance. Base salary levels may be adjusted when the Talent & Compensation Committee believes there is a competitive need to do so, in light of an individual’s promotion or taking into account an individual’s performance. In 2024, increases to base salaries for each of the NEOs were based on Peer Group benchmarking as well as individual performance. The table below shows the annual base salary for each NEO in 2023 and 2024, as approved by the Talent & Compensation Committee, which may be different from the amounts reflected in the Summary Compensation Table (“SCT”) in the “Salary” column.

  132. Annual Cash Incentive

    Annual Cash Incentive Republic maintains an annual incentive program for its NEOs and certain other members of management. This reflects our pay-for-performance philosophy by linking a significant portion of the NEOs’ compensation to Company performance. Actual annual incentive awards earned are a function of performance relative to Talent & Compensation Committee-approved financial targets. The Talent & Compensation Committee may apply (and in some years has applied) negative discretion to adjust actual performance downward if it believes that actual results reflect the benefit of matters that, although valuable to Republic, are not the type of benefit the annual incentive plan was designed to reward.

  133. ANNUAL INCENTIVE CALCUATION

    ANNUAL INCENTIVE CALCUATION The annual incentive program rewards the NEOs based on performance relative to targets for the EPS Measure and the FCF Measure as well as a Sustainability Modifier. A visual of how the incentive program is calculated is below. For 2024 compensation purposes, we defined the EPS Measure, which is not a measure determined in accordance with GAAP, as our reported EPS, adjusted to remove the impact of: (a) the loss on extinguishment of debt; (b) gains or losses (or related impairments) from divestitures, impairments of goodwill and other costs and impairments resulting from exiting a business; (c) gains or losses associated with withdrawal from or termination of one or more benefit plans; (d) restructuring charges; and (e) similar events or circumstances. We defined the FCF Measure, which is not a measure determined in accordance with GAAP, as cash provided by operating activities, less property and equipment received in 2024, plus proceeds from sales of property and equipment, adjusted to remove the impact of: (1) cash taxes arising from debt extinguishment; (2) tax payments related to divestitures, impairments of goodwill and other costs and impairments resulting from exiting a business; (3) payments associated with withdrawal from or termination of one or more benefit plans, net of tax; (4) restructuring payments, net of tax; and (5) similar events or circumstances. The following tables illustrate our 2024 targets, threshold and maximum awards for the annual incentive. For performance at and below target, the two measures are equally weighted and a participant may earn a percentage of the target award for each measure based on performance for that measure. If the EPS Measure target is exceeded, and the FCF Measure at least meets target, the annual incentive award earned may be increased above target (up to a maximum of 200% of the target amount), based on the extent to which the EPS Measure target is exceeded. No additional amount above target will be earned based on exceeding the FCF Measure target.

  134. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF EITHER MEASURE IS LESS THAN TARGET

    2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF EITHER MEASURE IS LESS THAN TARGET

  135. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF EITHER MEASURE IS LESS THAN TARGET

    | Republic Services, Inc. 2025 Proxy Statement | | | 65 |

  136. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF EITHER MEASURE IS LESS THAN TARGET

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  137. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF BOTH MEASURES ARE ABOVE OR AT TARGET

    2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF BOTH MEASURES ARE ABOVE OR AT TARGET

  138. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF BOTH MEASURES ARE ABOVE OR AT TARGET

    | FCF Measure ($ in millions) | ≥ $2,143 (T) | 100% | 200% | | | | ≥ $6.09 (T) | ≥$6.70 (max) | | | | EPS Measure (per share) | | | | T = Target level for 100% payout | | |

  139. 2024 PERCENT OF ANNUAL INCENTIVE AWARD EARNED IF BOTH MEASURES ARE ABOVE OR AT TARGET

    For 2024, the actual EPS Measure performance was $6.41 per share against a target of $6.09 per share. The actual FCF Measure performance for 2024 was $2,183 million against a target of $2,143 million. The above-target performance on both the EPS Measure and the FCF Measure resulted in a potential annual incentive payment of 152.46% of target, prior to giving effect to the sustainability modifier.

  140. 2024 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS

    2024 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS The following table shows the NEOs’ 2024 annual incentive opportunity as a percentage of salary at various performance levels and the actual payout as a percentage of salary and in dollars. The payout amount is also reflected in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” Further, the annual cash incentive payouts that would have been earned if the minimum, target and maximum performance level were achieved are reflected in the “Grants of Plan-Based Awards in 2024” table on page 78 under the column titled “Estimated Future Payouts under Non-Equity Incentive Plan Awards” and associated footnotes.

  141. 2024 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS

    | NAME | Below Threshold Performance Level | At Threshold Performance Level | At Target Performance Level | At Maximum Performance Level | Actual Annual Incentive Payout as a Percentage of Salary (1) | Actual Annual Incentive Payout in $ | | Jon Vander Ark | 0% | 18.75% | 150% | 300% | 229.00% | $2,744,262 | | Brian M. DelGhiaccio | 0% | 12.50% | 100% | 200% | 152.50% | $1,038,551 | | Brian A. Bales | 0% | 10% | 80% | 160% | 122.00% | $665,819 | | Gregg K. Brummer | 0% | 10.63% | 85% | 170% | 129.60% | $855,295 | | Catharine D. Ellingsen | 0% | 10% | 80% | 160% | 122.00% | $750,098 |

  142. 2024 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS

    | (1) The percentage is calculated utilizing base salary as of the end of the fiscal year. |

  143. 2024 ANNUAL INCENTIVE OPPORTUNITY AS A PERCENTAGE OF SALARY AND ACTUAL PAYOUT AS A PERCENTAGE OF SALARY AND IN DOLLARS

    For 2025, the annual incentive plan design remains very similar to prior years with the measures again consisting of the EPS Measure, the FCF Measure and a sustainability modifier.

  144. HISTORICAL TARGETS AND OUTCOMES OF ANNUAL INCENTIVE PLAN

    HISTORICAL TARGETS AND OUTCOMES OF ANNUAL INCENTIVE PLAN Please refer to the Annex on page 102 for details regarding the calculation of our actual results for 2022, 2023 and 2024 for the EPS Measure and the FCF Measure. The following table shows targets and actual outcomes for the annual incentive in the 2022 through 2024 NEO compensation program.

  145. HISTORICAL TARGETS AND OUTCOMES OF ANNUAL INCENTIVE PLAN

    | | 2022 | 2023 | 2024 | | EPS MEASURE TARGET | $4.76 | $5.27 | $6.09 | | EPS MEASURE ACTUAL | $4.93 | $5.61 | $6.41 | | FCF MEASURE TARGET | $1,703 | $1,915 | $2,143 | | FCF MEASURE ACTUAL | $1,742 | $1,985 | $2,183 | | FINANCIAL INCENTIVE PAYOUT | 185% | 164.15% | 152.46% | | SUSTAINABILITY MODIFIER | 0% | -3% | 0% | | TOTAL ANNUAL INCENTIVE PAYOUT | 185% | 161.15% | 152.46% |

  146. Long-Term Incentive Awards

    Long-Term Incentive Awards The Talent & Compensation Committee strongly believes in using LTI compensation to reinforce key objectives that drive financial progress and sustained shareholder value creation:

  147. Long-Term Incentive Awards

    | • | focus on the importance of shareholder returns; |

  148. Long-Term Incentive Awards

    | • | promote the achievement of long-term performance goals; |

  149. Long-Term Incentive Awards

    | • | encourage executive retention; and |

  150. Long-Term Incentive Awards

    | • | promote meaningful levels of Republic stock ownership by executives. |

  151. Long-Term Incentive Awards

    To determine the overall opportunity and appropriate mix of LTI awards, the Talent & Compensation Committee considers a variety of factors, including competitive market positioning against comparable executives in the Peer Group, Peer Group LTI award practices, potential economic value realized, timing of vesting, and taxation. Our compensation program is highly performance-based, and the mix of LTI awards that are granted aligns with our target pay mix philosophy that indicates 50% or more of long-term incentive awards should be performance based. Taking this into consideration, the Talent & Compensation Committee awarded 70% of Mr. Vander Ark’s total equity in the form of PSUs and, on average, 64% of our other NEO’s total equity in the form of PSUs with the remaining in the form of RSUs.

  152. Long-Term Incentive Awards

    | Republic Services, Inc. 2025 Proxy Statement | | | 67 |

  153. Long-Term Incentive Awards

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  154. ELEMENTS OF LONG-TERM INCENTIVE AWARDS

    ELEMENTS OF LONG-TERM INCENTIVE AWARDS

  155. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS In February 2024, the Talent & Compensation Committee approved equity awards to our NEOs in the form of RSUs that vest ratably over four years. The full grant date fair value of RSUs granted to each NEO during 2024 is shown in the Summary Compensation Table on page 76. Additional information, including the number of shares subject to each award, is shown in the “Grants of Plan-Based Awards in 2024” table on page 78. Generally, our executives and other employees who receive grants of RSUs receive dividend equivalents for any dividends we declare on our common stock following the date on which they are granted RSUs. The dividend equivalents are in the form of additional RSUs with a value equal to the value of dividends they would have received on the shares of the common stock underlying the RSUs they hold on the dividend record date. Dividend equivalents on unvested RSUs granted to the NEOs will vest at the same time as the underlying RSUs. Accordingly, no dividends or dividend equivalents were paid on any unvested RSUs grants to the NEOs.

  156. PERFORMANCE SHARES

    PERFORMANCE SHARES PSUs are performance-based because the number of shares of common stock ultimately earned depends on performance against predetermined goals over a three-year period and the value of the PSUs fluctuates based on our stock price. The opportunity to earn PSUs is based on three key financial metrics — CFVC, ROIC and RTSR.

  157. PERFORMANCE SHARES

    | FISCAL 2024-2026 PSU METRICS | WEIGHTING | | Cash Flow Value Creation (CFVC) | 40% | | Return on Invested Capital (ROIC) | 40% | | Relative Total Shareholder Return (RTSR) | 20% |

  158. PERFORMANCE SHARES

    The Talent & Compensation Committee established the performance and payout targets for the 2024-2026 performance period in February 2024. We believe that the CFVC and ROIC targets for these performance periods are rigorous and appropriately reflect the Talent & Compensation Committee’s consideration of the business, operational and regulatory environment as it existed when the targets were set. Additionally, we believe the RTSR target established by the Talent & Compensation Committee ensures that management is not rewarded or penalized for broader market conditions. Each of the components align all NEOs to performance against the financial metrics and to increasing shareholder value. Additional information, including the threshold, target, and maximum awards payable to each of the NEOs for the 2024-2026 performance period, is shown in the “Grants of Plan-Based Awards in 2024” table on page 78. Dividends on PSUs are accrued but not earned and granted to the executives until the shares of common stock underlying the PSUs are earned, if at all, based on the achievement of the performance metrics as determined following the end of the three-year performance period. Accordingly, no dividends or dividend equivalents were paid on any unvested PSUs granted to the NEOs.

  159. PERFORMANCE SHARES

    | 68 | | | Republic Services, Inc. 2025 Proxy Statement |

  160. PERFORMANCE SHARES

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  161. PERFORMANCE SHARES

    The award value for RSUs and PSUs granted to each NEO in 2024, as approved by the Talent & Compensation Committee, are shown below.

  162. PERFORMANCE SHARES

    | EXECUTIVE NAME | RSU AWARDS(1) VALUE | PSU AWARDS(2) VALUE | | Jon Vander Ark | $2,500,000 | $5,800,000 | | Brian M. DelGhiaccio | $650,000 | $1,600,000 | | Brian A. Bales | $440,000 | $700,000 | | Gregg K. Brummer | $680,000 | $1,020,000 | | Catharine D. Ellingsen | $630,000 | $1,000,000 |

  163. PERFORMANCE SHARES

    | (1) The value of RSUs will differ from the grant date fair value of RSUs shown in the Summary Compensation Table, as we did not grant fractional shares in 2024. |

  164. PERFORMANCE SHARES

    | (2) The value of PSUs will differ from the grant date fair value of PSUs shown in the Summary Compensation Table. A portion of the grant date fair value of PSUs shown in the Summary Compensation Table reflects total shareholder return relative to the S&P 500, and is based on a Monte Carlo valuation model. |

  165. PERFORMANCE SHARES

    The following chart shows the performance targets and the potential payouts for PSUs granted in 2022 with a performance period of 2022–2024, for performance above and below target. It also shows the actual performance of CFVC and ROIC during the performance period of $6,044 million and 9.9%, respectively. Because our actual CFVC and ROIC were above the target, the resulting payout based on CFVC and ROIC was 132.7% of the target payout amount. We will disclose the performance targets, potential payouts, and actual results for the 2023–2025 and 2024–2026 performance periods once the applicable performance period has concluded. 2022-2024 CFVC/ROIC EARNED PERCENTAGE

  166. PERFORMANCE SHARES

    | Twenty percent of the PSU payout is based on the RTSR performance to target. In 2022, the Talent & Compensation Committee set the RTSR performance target for the 2022 - 2024 performance period at the 56th percentile. | 2022-2024 RTSR EARNED PERCENTAGE | | | | RTSR ATTAINED DURING THE PERFORMANCE PERIOD | RTSR EARNING PERCENTAGE | | The chart to the right shows the performance target and the potential payouts for performance above and below target. It also shows the actual performance of RTSR during the performance period at the 81.1st percentile, which together with the Company’s performance for CFVC and ROIC, resulted in a payout at 136.16% of target. | Less than 20th Percentile | 0% | | | 20th Percentile | 25% | | | 40th Percentile | 67% | | | 56th Percentile (T) | 100% | | | 60th Percentile | 108% | | | 80th Percentile or higher | 150% | | | 81.1st Percentile (A) | 150% | | | T = Target level for 100% payout A = Actual results for 2022-2024 Performance Period | |

  167. PERFORMANCE SHARES

    | Republic Services, Inc. 2025 Proxy Statement | | | 69 |

  168. PERFORMANCE SHARES

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  169. PERFORMANCE SHARES

    Taking into consideration the combined performance of CFVC, ROIC and RTSR for the 2022-2024 performance period, the combined PSU payout was 136.16% of target. The actual payout amounts are reflected in the “PSUs and RSUs Vested in 2024” table on page 81.

  170. DEFERRED COMPENSATION PLAN AND DEFERRED COMPENSATION SAVINGS PROGRAM CONTRIBUTIONS

    DEFERRED COMPENSATION PLAN AND DEFERRED COMPENSATION SAVINGS PROGRAM CONTRIBUTIONS Eligible employees are limited by federal law as to the amount they may contribute to their 401(k) accounts. Accordingly, we have established a Deferred Compensation Plan (“DCP”) that permits certain participants, including the NEOs, to defer additional amounts of compensation, including RSUs and PSUs, in a tax-efficient manner for retirement savings. Under the DCP, most participants are eligible for matching contributions. The matching contribution under the DCP is equal to the lesser of two percent of the participant’s eligible compensation over the established 401(k) limit ($345,000 in 2024) or 50% of the participant’s annual deferrals, excluding deferred RSUs and stock-settled PSUs. In addition, we make discretionary retirement contributions to certain of our senior executives’ accounts in the Deferred Compensation Plan (“DCSP Contributions”). The Talent & Compensation Committee reviews the DCSP Contributions annually and may change the amounts or discontinue the contributions at any time. Each DCSP Contribution is a fixed dollar amount that depends on the participant’s position in the organization, among other considerations. Unless otherwise specified, DCSP Contributions vest in one of four ways: (1) upon a participant satisfying the age and service requirements necessary to qualify for retirement; (2) in the event of death or disability, the retirement contributions vest immediately; (3) if a participant’s employment is terminated “without cause,” the retirement contributions vest immediately but are not available to the participant until the earlier of the fifth anniversary of the termination date or the date the participant would have become eligible for retirement; or (4) if we complete a transaction that is deemed a change in control, all retirement contributions vest immediately and may be paid out depending upon the original election of the participant. Mr. Vander Ark received contributions of $100,000 in 2024, 2023 and 2022. Ms. Ellingsen and Messrs. Bales and DelGhiaccio each received a contribution of $65,000 in 2024, 2023 and 2022. Mr. Brummer received a contribution of $65,000 in 2024 and $55,000 in 2023 and 2022. The individual contributions of the participating NEOs, including earnings on those contributions and total account balances as of the end of 2024, are shown in the “Nonqualified Deferred Compensation in 2024” table on page 82. Republic’s matching contributions and the DCSP contributions are shown in the “All Other Compensation for 2024” table on page 77.

  171. COMPENSATION RECOUPMENT (CLAWBACK) POLICY

    | • | the policy applies to all short- and long-term incentives and bonuses, stock options, PSUs, RSUs and other stock and stock-based awards (“Incentive Compensation”); |

  172. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF INFOR

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF INFOR

  173. ION

    ION Our annual long-term equity awards are approved at a meeting of the Talent & Compensation Committee held in early February of each year and are granted following the release of our Form 10-K for the prior year, typically several business days later and aligned with the end of the blackout period under our Insider Trading Policy. The dates for these grants are typically predetermined a year or more in advance on a fairly consistent cadence year-over-year. For mid-year new hires and promotions, we grant equity awards after the release of the applicable quarterly report on Form 10-Q, typically several business days later and aligned with the end of the blackout period under our Insider Trading Policy. For our nonemployee directors, annual RSU awards are granted on first business day after January 1 of each year. The prorated annual grant of RSUs to a newly appointed non-employee director is made on the date of such non-employee director’s appointment. In all cases, the timing of grants of equity awards occurs independent of the release of any material nonpublic information, and we do not backdate grants of awards and do not have any program, plan, or practice to select equity award grant dates for executive officers in coordination with the release of material nonpublic information for the purpose of affecting the value of executive compensation. We have not granted stock options to our executive officers since 2014 and accordingly, in 2024, no stock options were granted to any NEO within four business days prior to or one business day following the filing of a Form 10-Q, 10-K, or that disclosed material nonpublic information.

  174. COMPARATOR GROUP

    COMPARATOR GROUP The Talent & Compensation Committee, in consultation with its independent compensation consultant, annually reviews the composition of the Peer Group used as a reference for executive compensation decisions. The Talent & Compensation Committee considers data and analyses prepared by its independent compensation consultant based on our current and prior performance, and the historical NEO pay and the appropriateness of that compensation compared to the NEO compensation in the Peer Group. The Talent & Compensation Committee also considers general compensation surveys compiled by external consulting firms and takes into account recommendations of our CEO for executives other than himself. The Talent & Compensation Committee uses the Peer Group and other surveys as a reference but does not target a specified percentile of compensation to be paid. After taking into account all data, and factors such as Company performance and an individual’s contribution, experience and potential, the Talent & Compensation Committee makes compensation decisions. For 2024, increases in NEO compensation as compared to 2023 primarily reflect the performance of the NEOs and were intended to achieve better alignment to median. Based on the independent consultant’s analysis, our CEO’s 2024 Target TDC was positioned near the 64 th percentile of the Peer Group.

  175. COMPARATOR GROUP

    | Republic Services, Inc. 2025 Proxy Statement | | | 73 |

  176. COMPARATOR GROUP

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  177. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT AND OTHER ADVISORS

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT AND OTHER ADVISORS Since 2003, the Talent & Compensation Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to assist with its review of compensation for the NEOs and other related matters. The Talent & Compensation Committee retains Pearl Meyer directly, supervises all work done by Pearl Meyer, and reviews and approves all work invoices. While Pearl Meyer provides data and analyses and makes recommendations on the form and amount of compensation, the Talent & Compensation Committee makes all decisions regarding the compensation of our executive officers, including our NEOs. During 2024, Pearl Meyer advised the Talent & Compensation Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, Peer Group benchmarking and other related matters. Pearl Meyer reports directly to the Talent & Compensation Committee, participates in meetings as requested and communicates with the Talent & Compensation Committee chair between meetings, as necessary. Pearl Meyer also provides advice to the Governance Committee and its chair regarding director compensation. Pearl Meyer did not provide any other services during 2024 and is considered independent and free from conflict under the Dodd-Frank Wall Street Reform and Consumer Protection Act and associated standards set forth by the SEC and NYSE. The Talent & Compensation Committee also may use market data provided by Aon Radford, Mercer and Willis Tower Watson for benchmarking and other purposes. This benchmarking data consists of information that is generally available to other Aon Radford, Mercer, and Willis Tower Watson clients. None of these consulting firms made recommendations to the Talent & Compensation Committee or management on peer group composition or on the form, amount or design of executive or director compensation in 2024.

  178. EMPLOYMENT AGREEMENTS AND EXECUTIVE SEPARATION POLICY

    EMPLOYMENT AGREEMENTS AND EXECUTIVE SEPARATION POLICY Republic generally does not enter into employment agreements. Our NEOs do not have employment agreements but instead are eligible to participate in the Executive Separation Policy. They also have non-competition and non-solicitation agreements with Republic. For more information regarding the employment agreements and Executive Separation Policy, see “Executive Compensation — Employment Agreements and Post-Employment Compensation.”

  179. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following Summary Compensation Table shows information about the compensation we paid to our CEO, CFO and other named executive officers during 2024, 2023 and 2022. We refer to the individuals shown in the table below as the named executive officers (“NEOs”).

  180. 2024 Summary Compensation Table

    | NAME AND PRINCIPAL 2024 POSITIONS | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jon Vander Ark | 2024 | 1,161,539 | 8,634,319 | 2,744,262 | 437,355 | 12,977,475 | | President and Chief Executive Officer | 2023 | 1,113,077 | 7,842,000 | 2,594,515 | 285,265 | 11,834,857 | | | 2022 | 1,075,000 | 5,660,534 | 2,849,000 | 330,411 | 9,914,945 | | Brian M. DelGhiaccio | 2024 | 659,434 | 2,342,324 | 1,038,551 | 133,734 | 4,174,043 | | Executive Vice President, Chief Financial Officer | 2023 | 633,923 | 2,236,141 | 949,979 | 112,978 | 3,933,021 | | | 2022 | 610,866 | 1,837,795 | 1,380,550 | 106,877 | 3,936,088 | | Brian A. Bales | 2024 | 528,614 | 1,180,368 | 665,819 | 113,648 | 2,488,449 | | Executive Vice President, Chief Development Officer | 2023 | 513,385 | 1,173,853 | 683,276 | 104,416 | 2,474,930 | | | 2022 | 509,423 | 1,033,815 | 769,600 | 104,150 | 2,416,988 | | Gregg K. Brummer (5) | 2024 | 638,769 | 1,758,911 | 855,295 | 99,511 | 3,352,486 | | Executive Vice President, Chief Operating Officer | 2023 | 500,218 | 831,468 | 685,844 | 85,860 | 2,103,390 | | | 2022 | — | — | — | — | — | | Catharine D. Ellingsen | 2024 | 595,308 | 1,687,791 | 750,098 | 128,203 | 3,161,400 | | Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | 2023 | 571,231 | 1,853,145 | 760,628 | 112,248 | 3,297,252 | | | 2022 | 558,077 | 1,476,037 | 843,600 | 111,230 | 2,988,944 |

  181. 2024 Summary Compensation Table

    | (1) Amounts reflect base salary paid in the year. |

  182. 2024 Summary Compensation Table

    | (2) Included in the Stock Awards column are the grant date fair values of RSU and PSU awards granted in 2024, 2023 and 2022, determined in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating grant date fair value. The amounts shown in the table above reflect grant date fair value and may not correspond to the actual value that will be realized by the NEOs. For purposes of calculating the grant date fair value of PSU awards, we have assumed that we will achieve target performance levels. |

  183. 2024 Summary Compensation Table

    | (3) The amounts shown for each of the years reflect the annual cash incentive earned for the year and, if applicable, the three-year long-term cash incentive earned for the performance cycle that ended in that year. |

  184. 2024 Summary Compensation Table

    | (4) The amounts shown for each NEO for 2023 and 2022 have been revised to reflect the incremental cost of providing company-owned aircraft for personal travel and inclusion of perquisites and personal benefits received by a NEO, to the extent that the total value of such perquisites and personal benefits was at least $10,000, in a manner consistent with the current year. See “All Other Compensation for 2024” table for more information regarding amounts shown in this column for 2024. |

  185. 2024 Summary Compensation Table

    | (5) Mr. Brummer was named Executive Vice President, Chief Operating Officer effective August 18, 2023. Mr. Brummer was not an NEO in 2022. |

  186. 2024 Summary Compensation Table

    | 76 | | | Republic Services, Inc. 2025 Proxy Statement |

  187. 2024 Summary Compensation Table

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  188. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth information concerning each grant of an award to an NEO during the year ended December 31, 2024 under the Executive Incentive Plan or the SIP. Information regarding our awards under these plans also is included in our Compensation Discussion & Analysis.

  189. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(5)(6) ($) | | NAME | Award Type (1) | Grant Date | Threshold ($)(2) | Target ($) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | | | | Jon Vander Ark | RSUs | 3/1/2024 | | | | | | | 13,614 | 2,500,075 | | | PSUs | 3/1/2024 | | | | 7,896 | 31,584 | 47,376 | | 6,134,244 | | | Annual Cash Incentive | | 225,000 | 1,800,000 | 3,600,000 | | | | | | | Brian M. DelGhiaccio | RSUs | 3/1/2024 | | | | | | | 3,540 | 650,086 | | | PSUs | 3/1/2024 | | | | 2,178 | 8,713 | 13,070 | | 1,692,239 | | | Annual Cash Incentive | | 85,150 | 681,200 | 1,362,400 | | | | | | | Brian A. Bales | RSUs | 3/1/2024 | | | | | | | 2,396 | 440,001 | | | PSUs | 3/1/2024 | | | | 953 | 3,812 | 5,718 | | 740,367 | | | Annual Cash Incentive | | 54,590 | 436,720 | 873,440 | | | | | | | Gregg K. Brummer | RSUs | 3/1/2024 | | | | | | | 3,703 | 680,019 | | | PSUs | 3/1/2024 | | | | 1,389 | 5,555 | 8,333 | | 1,078,892 | | | Annual Cash Incentive | | 70,125 | 561,000 | 1,122,000 | | | | | | | Catharine D. Ellingsen | RSUs | 3/1/2024 | | | | | | | 3,431 | 630,069 | | | PSUs | 3/1/2024 | | | | 1,362 | 5,446 | 8,169 | | 1,057,722 | | | Annual Cash Incentive | | 61,500 | 492,000 | 984,000 | | | | | |

  190. Grants of Plan-Based Awards in 2024

    | (1) All equity awards granted in 2024 were granted under the SIP. For all NEOs, the annual cash incentive award was granted under the Executive Incentive Plan. For further details regarding annual compensation, see “Executive Compensation — Components of Executive Compensation.” The RSU awards shown above are scheduled to vest in equal annual installments over four years, beginning on the first anniversary of the grant date. The PSU awards shown above are scheduled to vest at the end of the three-year performance period based on performance for the 2024-2026 period. |

  191. Grants of Plan-Based Awards in 2024

    | (2) This column shows the annual cash incentive payouts that would be earned if the minimum performance level were achieved. If at least the minimum level of performance is not achieved, no payout is made. |

  192. Grants of Plan-Based Awards in 2024

    | (3) If the maximum level of performance is achieved under the annual cash incentive plan, the maximum payout would be 200% of target. |

  193. Grants of Plan-Based Awards in 2024

    | (4) Represents the potential number of shares earned based on achievement of performance criteria for PSU awards granted under the SIP. The earned number of shares is payable half in cash and half in shares for all NEOs. No exercise price or other consideration is paid by the NEOs with respect to PSU awards. The PSU award measurement period is the three-year period beginning January 1, 2024 and ending December 31, 2026. PSUs accrue dividend equivalents, which are paid out based on the number of shares actually earned, if any, at the end of the performance period. If at least the minimum level of performance is not achieved, no payout will be made. See “Executive Compensation — Components of Executive Compensation” for further details regarding PSUs. |

  194. Grants of Plan-Based Awards in 2024

    | (5) Determined in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating grant date fair value. The amounts shown in the table above reflect grant date fair value and may not correspond to the actual value that will be realized by the NEOs. For purposes of calculating the grant date fair value of PSU awards, we have assumed that we will achieve target performance levels. |

  195. Grants of Plan-Based Awards in 2024

    | (6) The value of RSUs and PSUs will differ from the grant date fair value. A portion of the grant date fair value of PSUs shown here reflects total shareholder return relative to the S&P 500, and is based on a Monte Carlo valuation model. |

  196. Grants of Plan-Based Awards in 2024

    | 78 | | | Republic Services, Inc. 2025 Proxy Statement |

  197. Grants of Plan-Based Awards in 2024

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  198. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table reflects RSU and PSU awards granted to the NEOs that were outstanding as of December 31, 2024.

  199. Outstanding Equity Awards at Fiscal Year End

    | STOCK AWARDS(1)(2) | | | | | | | NAME | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan: Market or Payout Value of Unearned Shares, Units or Rights that Have Not Vested ($) | | Jon Vander Ark | 2/23/2021 | 2,960 | 595,493 | | | | | 6/25/2021 | 965 | 194,139 | | | | | 2/11/2022 | 7,340 | 1,476,661 | 34,538 | 6,948,355 | | | 2/17/2023 | 13,364 | 2,688,570 | 38,735 | 7,792,707 | | | 3/1/2024 | 13,727 | 2,761,598 | 31,848 | 6,407,181 | | Brian M. DelGhiaccio (3) | 2/23/2021 | 1,702 | 342,408 | | | | | 2/11/2022 | 2,593 | 521,660 | 10,790 | 2,170,732 | | | 2/17/2023 | 3,719 | 748,188 | 11,159 | 2,244,968 | | | 3/1/2024 | 3,569 | 718,011 | 8,785 | 1,767,366 | | Brian A. Bales (4) | 2/23/2021 | 1,183 | 237,996 | | | | | 2/11/2022 | 1,728 | 347,639 | 5,528 | 1,112,123 | | | 2/17/2023 | 2,441 | 491,080 | 5,266 | 1,059,414 | | | 3/1/2024 | 2,416 | 486,051 | 3,842 | 772,934 | | Gregg K. Brummer | 2/23/2021 | 740 | 148,873 | | | | | 2/11/2022 | 9,498 | 1,910,808 | 2,807 | 564,712 | | | 2/17/2023 | 1,162 | 233,771 | 2,518 | 506,571 | | | 8/25/2023 | 1,565 | 314,847 | | | | | 3/1/2024 | 3,734 | 751,206 | 5,601 | 1,126,809 | | Catharine D. Ellingsen | 2/23/2021 | 1,703 | 342,610 | | | | | 2/11/2022 | 2,526 | 508,181 | 7,771 | 1,563,370 | | | 2/17/2023 | 4,649 | 935,286 | 7,360 | 1,480,685 | | | 3/1/2024 | 3,460 | 696,083 | 5,492 | 1,104,881 |

  200. Outstanding Equity Awards at Fiscal Year End

    | (1) The values of the RSUs and PSUs are based on $201.18 per share, which was the closing price of Republic’s stock on December 31, 2024, the last trading day of our fiscal year. |

  201. Outstanding Equity Awards at Fiscal Year End

    | (2) Includes PSUs for the 2023-2025 and 2024-2026 performance periods. Subsequent to the end of a performance period, PSU payouts are generally made in February or March of the succeeding year after the Talent & Compensation Committee has determined the achievement of performance metrics. The PSUs for 2022-2024 performance period are not included in the table as they are considered vested as of December 31, 2024 for proxy statement disclosure purposes; instead, such PSUs are included in the “Option Exercises and Stock Vested In 2024” table. |

  202. Outstanding Equity Awards at Fiscal Year End

    | (3) Mr. DelGhiaccio deferred 50% of his RSU awards granted in 2021 and 2022. |

  203. Outstanding Equity Awards at Fiscal Year End

    | (4) Mr. Bales deferred 100% of his RSU awards granted in 2021, 2022, 2023 and 2024, and 100% of his PSU awards granted in 2022 and 2023. |

  204. Outstanding Equity Awards at Fiscal Year End

    | Republic Services, Inc. 2025 Proxy Statement | | | 79 |

  205. Outstanding Equity Awards at Fiscal Year End

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  206. Outstanding Equity Awards at Fiscal Year End

    The vesting dates and number of shares vesting for the RSUs and PSUs are shown in the following table.

  207. Outstanding Equity Awards at Fiscal Year End

    | | RSUs | | PSUs | | | NAME | Vesting Date | Shares Vesting | Vesting Date | Shares Vesting | | Jon Vander Ark | 2/11/2025 | 3,670 | 12/31/2025 | 38,735 | | | 2/17/2025 | 4,454 | 12/31/2026 | 31,848 | | | 2/23/2025 | 2,960 | | | | | 3/1/2025 | 3,431 | | | | | 6/25/2025 | 965 | | | | | 2/11/2026 | 3,670 | | | | | 2/17/2026 | 4,455 | | | | | 3/1/2026 | 3,432 | | | | | 2/17/2027 | 4,455 | | | | | 3/1/2027 | 3,432 | | | | | 3/1/2028 | 3,432 | | | | Brian M. DelGhiaccio (1) | 2/11/2025 | 1,296 | 12/31/2025 | 11,159 | | | 2/17/2025 | 1,239 | 12/31/2026 | 8,785 | | | 2/23/2025 | 1,702 | | | | | 3/1/2025 | 892 | | | | | 2/11/2026 | 1,297 | | | | | 2/17/2026 | 1,240 | | | | | 3/1/2026 | 892 | | | | | 2/17/2027 | 1,240 | | | | | 3/1/2027 | 892 | | | | | 3/1/2028 | 893 | | | | Brian A. Bales (2) | 2/11/2025 | 864 | 12/31/2025 | 5,266 | | | 2/17/2025 | 813 | 12/31/2026 | 3,842 | | | 2/23/2025 | 1,183 | | | | | 3/1/2025 | 604 | | | | | 2/11/2026 | 864 | | | | | 2/17/2026 | 814 | | | | | 3/1/2026 | 604 | | | | | 2/17/2027 | 814 | | | | | 3/1/2027 | 604 | | | | | 3/1/2028 | 604 | | |

  208. Outstanding Equity Awards at Fiscal Year End

    | (1) Mr. DelGhiaccio has deferral arrangements for his awards with the following vesting dates: 2/11/25: Deferred 50%; 2/23/25: Deferred 50%; 2/11/26: Deferred 50%. |

  209. Outstanding Equity Awards at Fiscal Year End

    | (2) Mr. Bales has deferral arrangements for 100% of the RSU awards and 100% of the 12/31/25 PSU award. |

  210. Outstanding Equity Awards at Fiscal Year End

    | 80 | | | Republic Services, Inc. 2025 Proxy Statement |

  211. Outstanding Equity Awards at Fiscal Year End

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  212. Outstanding Equity Awards at Fiscal Year End

    The vesting dates and number of shares vesting for the RSUs and PSUs are shown in the following table (continued from prior page).

  213. Outstanding Equity Awards at Fiscal Year End

    | | RSUs | | PSUs | | | NAME | Vesting Date | Shares Vesting | Vesting Date | Shares Vesting | | Gregg K. Brummer | 2/11/2025 | 9,066 | 12/31/2025 | 2,518 | | | 2/17/2025 | 387 | 12/31/2026 | 5,601 | | | 2/23/2025 | 740 | | | | | 3/1/2025 | 933 | | | | | 8/25/2025 | 521 | | | | | 2/11/2026 | 432 | | | | | 2/17/2026 | 387 | | | | | 3/1/2026 | 934 | | | | | 8/25/2026 | 522 | | | | | 2/17/2027 | 388 | | | | | 3/1/2027 | 933 | | | | | 8/25/2027 | 522 | | | | | 3/1/2028 | 934 | | | | Catharine D. Ellingsen | 2/11/2025 | 1,263 | 12/31/2025 | 7,360 | | | 2/17/2025 | 1,549 | 12/31/2026 | 5,492 | | | 2/23/2025 | 1,703 | | | | | 3/1/2025 | 865 | | | | | 2/11/2026 | 1,263 | | | | | 2/17/2026 | 1,550 | | | | | 3/1/2026 | 865 | | | | | 2/17/2027 | 1,550 | | | | | 3/1/2027 | 865 | | | | | 3/1/2028 | 865 | | |

  214. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 The following table reflects information concerning the participation of our NEOs in our nonqualified Deferred Compensation Plan. For a description of that plan, see “Executive Compensation — Compensation Discussion & Analysis — Components of Executive Compensation — Deferred Compensation Plan and Deferred Compensation Savings Program Contributions.”

  215. Nonqualified Deferred Compensation in 2024

    | NAME | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Jon Vander Ark | 329,788 | 263,984 | 870,464 | — | 6,417,989 | | Brian M. DelGhiaccio | 881,600 | 119,194 | 1,394,714 | — | 9,300,166 | | Brian A. Bales | 1,629,103 | 99,255 | 4,620,183 | — | 24,928,420 | | Gregg K. Brummer | 305,930 | 84,994 | 592,073 | — | 4,816,487 | | Catharine D. Ellingsen | 99,435 | 113,735 | 1,169,537 | — | 6,636,998 |

  216. Nonqualified Deferred Compensation in 2024

    | (1) All amounts contributed to the DCP by the NEOs in 2024 have been included in the Summary Compensation Table as Salary, Stock Awards or Non-Equity Incentive Plan Compensation. |

  217. Nonqualified Deferred Compensation in 2024

    | (2) This column includes retirement contributions of $100,000 for Mr. Vander Ark, $65,000 for each of Ms. Ellingsen and Messrs. DelGhiaccio, Bales and Brummer that were made by Republic to the plan on behalf of the executive. These amounts vest in accordance with the terms of the plan described in the CD&A. All other amounts in this column relate to matching contributions made by Republic during 2025 that are attributable to 2024 executive contributions. |

  218. Nonqualified Deferred Compensation in 2024

    | (3) For deferrals of RSUs and stock-settled PSUs, earnings are calculated based on the change in the price of our common stock during 2024. For cash deferrals, earnings are calculated based on the performance of the measurement funds selected by the participants. |

  219. Nonqualified Deferred Compensation in 2024

    | (4) For Ms. Ellingsen and Messrs. Vander Ark, DelGhiaccio and Bales, these amounts include the following amounts reported as compensation in 2022 and 2023 in the Summary Compensation Table: Mr. Vander Ark: $365,674; Mr. DelGhiaccio: $1,131,755; Mr. Bales: $1,754,115 and Ms. Ellingsen: $161,168. For Mr. Brummer, this amount includes $321,614 reported as compensation in 2023. |

  220. EXECUTIVE SEPARATION POLICY

    | • | the Covered Executive’s outstanding equity awards will immediately vest; |

  221. EXECUTIVE SEPARATION POLICY

    | • | the Covered Executive’s outstanding equity awards will immediately vest; |

  222. EXECUTIVE SEPARATION POLICY

    | • | the Covered Executive’s outstanding equity awards will continue to vest for up to one year following termination; |

  223. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION The following pages describe the post-employment consideration payable to Ms. Ellingsen and Messrs. Vander Ark, DelGhiaccio, Bales and Brummer under applicable policies in the event of a covered termination, and assuming the specified events occurred on December 31, 2024. We have not quantified the estimated welfare benefits payable because we do not believe any estimates would be meaningful. We can terminate an NEO’s employment without cause at any time. Ms. Ellingsen and Messrs. Vander Ark, DelGhiaccio, Bales and Brummer can terminate their employment for good reason during the one-year period following a change in control if we reduce their salary or incentive opportunity or title, or we materially reduce their duties or responsibilities. For purposes of the calculations in the following table related to our common stock, the value of RSUs and the value of PSUs for the 2023-2025 and 2024-2026 performance periods is based on a price of $201.18, the closing price of our stock on December 31, 2024, the last trading day of our 2024 fiscal year. Also, because actual payouts for the 2023-2025 and 2024-2026 PSUs performance periods have not yet been determined, calculations based on actual payouts of such performance periods assume that payouts will be at target. The balance of Company contributions to the DCP that were not previously vested will become vested and payable in accordance with the terms of the DCP. The following table does not include amounts contributed by the executives into their DCP accounts.

  224. POTENTIAL PAYMENTS UPON TERMINATION

    | 84 | | | Republic Services, Inc. 2025 Proxy Statement |

  225. POTENTIAL PAYMENTS UPON TERMINATION

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  226. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

  227. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | NAME | DEATH | DISABILITY | COMPANY TERMINATION W/O CAUSE OR FOR GOOD REASON(5) | CHANGE IN CONTROL(8) | RETIREMENT(12) | | Jon Vander Ark | | | | | | | Severance | — | — | 2,400,000(7) | 6,000,000(11) | — | | COBRA | — | — | 44,909 | 44,909 | — | | Stock Awards | 25,795,265(1) | 25,795,265(1) | 21,193,357(6) | 28,864,703(9) | — | | Non Equity Incentive Plan | 1,800,000(2) | 2,744,262(4) | 3,600,000(4) | 1,800,000(10) | — | | Deferred Compensation | 1,459,841(3) | 1,459,841(3) | 1,459,841(3) | 1,459,841(3) | — | | TOTAL COMPENSATION PAYABLE | 29,055,106 | 29,999,368 | 28,698,107 | 38,169,453 | — | | Brian M. DelGhiaccio | | | | | | | Severance | — | — | 1,362,400(7) | 2,724,800(11) | — | | COBRA | — | — | 41,054 | 41,054 | — | | Stock Awards | 7,773,681(1) | 7,773,681(1) | 6,475,550(6) | 8,513,334(9) | — | | Non Equity Incentive Plan | 681,200(2) | 1,038,551(4) | 1,038,551(4) | 681,200(10) | — | | Deferred Compensation | 970,676(3) | 970,676(3) | 970,676(3) | 970,676(3) | — | | TOTAL COMPENSATION PAYABLE | 9,425,557 | 9,782,908 | 9,888,232 | 12,931,065 | — | | Brian A. Bales | | | | | | | Severance | — | — | 1,091,800(7) | 1,965,240(11) | — | | COBRA | — | — | 33,676 | 33,676 | — | | Stock Awards | 4,246,697(1) | 4,246,697(1) | 3,380,953(6) | 4,507,237(9) | 5,115,392(13) | | Non Equity Incentive Plan | 436,720(2) | 665,819(4) | 665,819(4) | 436,720(10) | 665,819(14) | | Deferred Compensation | 5,650,650(3) | 5,650,650(3) | 5,650,650(3) | 5,650,650(3) | 5,650,650(3) | | TOTAL COMPENSATION PAYABLE | 10,334,068 | 10,563,167 | 10,822,898 | 12,593,523 | 11,431,862 | | Gregg K. Brummer | | | | | | | Severance | — | — | 1,320,000(7) | 2,442,000(11) | — | | COBRA | — | — | 44,909 | 44,909 | — | | Stock Awards | 4,758,709(1) | 4,758,709(1) | 3,742,649(6) | 4,994,294(9) | 5,303,102(13) | | Non Equity Incentive Plan | 561,000(2) | 855,295(4) | 855,295(4) | 561,000(10) | 855,295(14) | | Deferred Compensation | 313,310(3) | 313,310(3) | 313,310(3) | 313,310(3) | 313,310(3) | | TOTAL COMPENSATION PAYABLE | 5,633,019 | 5,927,314 | 6,276,164 | 8,355,513 | 6,471,707 | | Catharine D. Ellingsen | | | | | | | Severance | — | — | 1,230,000(7) | 2,214,000(11) | — | | COBRA | — | — | 47,473 | 47,473 | | | Stock Awards | 5,559,511(1) | 5,559,511(1) | 4,681,896(6) | 5,935,011(9) | 6,789,927(13) | | Non Equity Incentive Plan | 492,000(2) | 750,098(4) | 750,098(4) | 492,000(10) | 750,098(14) | | Deferred Compensation | 2,881,454(3) | 2,881,454(3) | 2,881,454(3) | 2,881,454(3) | 2,881,454(3) | | TOTAL COMPENSATION PAYABLE | 8,932,964 | 9,191,062 | 9,590,922 | 11,569,938 | 10,421,479 |

  228. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (1) Amounts include the prorated vesting in a portion of earned PSUs for the 2023-2025 and 2024-2026 performance periods (calculated using target for purposes of the table above) and the vesting in the full number of earned PSUs for the 2022-2024 performance period (based on the closing price of our stock of $228.55 on February 18, 2025 for PSUs). Amounts also include the immediate vesting of outstanding RSUs. |

  229. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | 86 | | | Republic Services, Inc. 2025 Proxy Statement |

  230. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  231. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (2) The amounts reflect the target 2024 annual cash incentive award. |

  232. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (3) This includes the employer contributions to the DCP made on the executive’s behalf and earnings on those amounts. The amount will be paid to the executive’s beneficiary upon the executive’s death. This amount does not include amounts that have been previously earned and deferred by the executive, nor does it include any unvested RSUs or PSUs that the executive has elected to defer (the early vesting of which is reflected in the “Stock Awards” row for each respective executive). |

  233. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (4) For Mr. Vander Ark, the amount reflects target annual bonus for two years. For Ms. Ellingsen and Messrs. Bales, Brummer and DelGhiaccio, the amounts reflect the actual 2024 annual cash incentive award. |

  234. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (5) Absent a change in control, no NEO may terminate for “good reason”, and the consideration described in this column would only be provided in the event of a termination by the Company without cause. |

  235. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (6) For each of the NEOs, the table includes outstanding RSUs that will continue to vest for up to one year following termination. For each of the NEOs, Stock Awards include amounts for the prorated vesting in a portion of earned PSUs for the 2023-2025 and 2024-2026 performance periods (calculated using target for purposes of the table above) and the vesting in the full number of earned PSUs for the 2022-2024 performance period (based on the closing price of our stock of $228.55 on February 18, 2025 for PSUs). |

  236. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (7) Amounts reflect continued base salary for two years. |

  237. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (8) The payments set forth in this column assume a change in control and a termination without cause or a resignation for good reason occurring on December 31, 2024. |

  238. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (9) Amounts reflect target PSU awards for the 2022-2024, 2023-2025 and 2024-2026 performance periods and immediate vesting of outstanding RSU awards. |

  239. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (10) The amounts reflect target 2024 annual cash incentive award. |

  240. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (11) Amounts reflect a lump sum payment in the amount of two times the sum of current base salary and target annual cash incentive award for the year in which termination occurs, payable six months following termination. |

  241. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (12) As of December 31, 2024, Ms. Ellingsen and Messrs. Bales and Brummer have met the age and service requirements to be eligible for retirement, but they have not met the notice requirement to be eligible for retirement. The payments set forth in the table above assume that Ms. Ellingsen and Messrs. Bales and Brummer have met the notice requirement as of December 31, 2024. |

  242. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (13) Amounts reflect vesting in the full number of earned PSUs for the 2022-2024 performance period (based on the closing price of our stock of $228.55 on February 18, 2025 for PSUs), vesting in the full number of earned PSUs for the 2023-2025 and 2024-2026 performance periods (calculated using target for purposes of the table above) and the immediate vesting of outstanding RSUs upon retirement. |

  243. POTENTIAL PAYMENTS UPON TERMINATION TABLE(1,5)

    | (14) Amounts reflect actual 2024 annual cash incentive award for Ms. Ellingsen and Messrs. Bales and Brummer. |

  244. CEO Pay Ratio

    CEO Pay Ratio We determined that the 2024 annual total compensation of the individual identified in 2023 as our median compensated employee was $84,950; our CEO’s 2024 annual total compensation was $12,977,475, and the ratio of these amounts was 1-to-153. In 2023, we identified our median employee for purposes of the pay ratio analysis, making the following assumptions:

  245. CEO Pay Ratio

    | • | We included all individuals (excluding our CEO) employed on December 31, 2023 who had received a W-2 from the Company during 2023; |

  246. CEO Pay Ratio

    | • | We utilized W-2, Box 5 payroll data for 2023 as our consistently applied compensation measure, annualizing pay for those individuals employed less than a full calendar year. |

  247. CEO Pay Ratio

    With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with SEC rules. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  248. CEO Pay Ratio

    | Republic Services, Inc. 2025 Proxy Statement | | | 87 |

  249. CEO Pay Ratio

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |

  250. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the fo llow ing pay versus performance (“PVP”) table and related information, including “compensation actually paid” (as defined by the SEC and further described below) or “CAP”. For details about the Company’s pay-for-performance philosophy and how the Compensation Committee makes its decisions about executive pay, you should refer to the CD&A.

  251. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board has nominated 12 directors (the “Nominees”) based on the recommendation of the Board’s Governance Committee. If elected, each director will hold office until our next annual meeting or until his or her successor is elected and qualified to serve on the Board. Each Nominee has consented to be named in this Proxy Statement and has agreed to serve as a director if elected.

  252. Proposal 1: Election of Directors

    | The Board recommends a vote “FOR” the election of the 12 Nominees listed below: |

  253. Proposal 1: Election of Directors

    | DIRECTOR NAME | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | | Manny Kadre (Chairman) | 59 | 2014 | CEO, Kollective Auto Group | | Michael A. Duffy | 55 | 2020 | CEO, OnTrac | | Thomas W. Handley | 70 | 2016 | Senior Advisor and former Chief Operating Officer of Cascade Asset Management Company, the investment office for William H. Gates III, and the Gates Foundation Trust | | Jennifer M. Kirk | 50 | 2016 | CEO, Exubrion Therapeutics (beginning May 2025) | | Michael Larson | 65 | 2009 | Chief Investment Officer for William H. Gates III and the Gates Foundation Trust | | Norman Thomas Linebarger | 62 | 2024 | Chief Executive Officer, Energy Transformation, General Catalyst | | Meg Reynolds | 60 | 2023 | Co-Founder and Principal, Westwood Global Investments | | James P. Snee | 58 | 2018 | Chairman, President and CEO, Hormel Foods Corporation | | Brian S. Tyler | 58 | 2021 | CEO, McKesson Corporation | | Jon Vander Ark | 49 | 2021 | President and CEO of Republic Services, Inc. | | Sandra M. Volpe | 57 | 2016 | Former Senior Vice President, Strategic Planning, Communications and Business Development Solutions, FedEx Ground | | Katharine B. Weymouth | 58 | 2018 | Venture Partner, Blu Venture Investors |

  254. Proposal 1: Election of Directors

    The Nominees who receive a majority of the votes cast by the holders of our common stock represented at the Annual Meeting, without giving effect to abstentions, will be elected directors. According to our Bylaws, “majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” that director’s election). Under our Bylaws, the number of directors is fixed from time to time by Board resolution and shall be not more than 13 (the majority of whom must be independent of Republic for purposes of the NYSE rules). Our Board currently consists of 13 directors; however, since Mr. Collins is not standing for re-election, there are only 12 Nominees named above. The Board has adopted a resolution reducing the size of the Board to 12 directors effective upon the Annual Meeting date. Proxies cannot be voted for a greater number of persons than the number of Nominees named in this Proxy Statement.

  255. Proposal 1: Election of Directors

    | 92 | | | Republic Services, Inc. 2025 Proxy Statement |

  256. Proposal 1: Election of Directors

    | PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |