No fee required.
April 9, 2018
INFORMATION CIRCULAR AND
PROXY STATEMENT
| | | | | |
| Date May 13, 2022 Time 8:00 a.m. Central Time | | | Place Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380 | |
| | | | | | |||
| SAFETY | | | INTEGRITY | | | CUSTOMER SERVICE | |
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| TO BE A GREAT PLACE TO WORK | | | TO BE THE PREMIER WASTE SERVICES COMPANY IN THE U.S. AND CANADA | |
Fellow Shareholders,
The matters to be acted upon at the Meeting, are described in the accompanying Notice of Meeting and Management Information Circular and Proxy Statement. As always, we are lookinglook forward to meeting our shareholders in person and responding to any questions you may have about the Company.
| | YOUR VOTE IS VERY IMPORTANT. | | |
| | Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so pursuant to the instructions on your proxy card (including by returning your proxy card by mail or using the Internet or your telephone) if you are a registered shareholder or pursuant to the instructions you receive from your bank or broker (including by using the Internet or your telephone if your bank or broker provides such instructions). Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting. | | |
| Meeting Agenda | | | Recommendation | | ||||||
| 1. | | | Election of directors | | | | | FOR each director nominee. (See Page 65) | | |
| 2. | | | Non-binding, advisory vote to approve our named executive officer compensation (“say-on-pay”) | | | | | FOR (See Pages 66-68) | | |
| 3. | | | Ratification of Grant Thornton LLP as our independent registered public accounting firm for 2022 and authorization of the Board of Directors to fix Grant Thornton LLP’s remuneration | | | | | FOR (See Page 69) | | |
| 4. | | | Any other business that may properly come before the Meeting (or any adjournment or postponement of the Meeting) | |
Thank you for your ongoing support and continued interest in Waste Connections, Inc.
Very truly yours,Ronald J. MittelstaedtChief Executive Officer and Board Chairman
The Annual and Special Meeting (the “Meeting”) of Shareholders of Waste Connections, Inc. (the “Company”) will be held on Thursday, May 24, 2018, at 10:00 a.m. (Central Time). The Meeting will be heldquorum at the Company’s principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380, for the following purposes:
Only registered holders of common shares in the capital of the Company (the “Common Shares”) at the close of business on March 28, 2018, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.
Meeting.
Registered holders of Common Shares may vote their proxies by signing, dating and returning a proxy card or by using the internet or telephone pursuant to the instructions on your proxy card. If your Common Shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the form you receive. Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting.
Your vote is important. Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy as promptly as possible in order to ensure your representation at the Meeting.
investors.wasteconnections.com.
April 9, 2018
i
| | | | Average rate (Bank of Canada) | | |||||||||
| Year ended December 31, | | | CAD$ per US$1.00 | | | US$ per CAD$1.00 | | ||||||
| 2017 | | | | $ | 1.2986 | | | | | $ | 0.7701 | | |
| 2018 | | | | $ | 1.2957 | | | | | $ | 0.7718 | | |
| 2019 | | | | $ | 1.3269 | | | | | $ | 0.7536 | | |
| 2020 | | | | $ | 1.3415 | | | | | $ | 0.7454 | | |
| 2021 | | | | $ | 1.2537 | | | | | $ | 0.7977 | | |
Average rate (Bank of Canada) | ||||||||
Year ended December 31, | CAD$ per US$1.00 | US$ per CAD$1.00 | ||||||
2013 | $ | 1.0302 | $ | 0.9707 | ||||
2014 | $ | 1.1047 | $ | 0.9052 | ||||
2015 | $ | 1.2788 | $ | 0.7820 | ||||
2016 | $ | 1.3248 | $ | 0.7548 | ||||
2017 | $ | 1.2979 | $ | 0.7705 |
On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”), with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (“New Waste Connections,” or the “Company”). The term “Progressive Waste acquisition” is used herein to refer to the transactions completed under the Merger Agreement, and the term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. prior to the completion of the Progressive Waste acquisition on June 1, 2016.
On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders of Waste Connections on May 23, 2017. Shareholders of record on June 7, 2017 received from the Company’s transfer agent on June 16, 2017, one additional common share for every two common shares held. All share, per share amounts and share prices presented in this proxy statement have been adjusted to reflect the share split.
ii
This proxy statement contains several graphical representations of total shareholder return and dividend history, including shareholder returns compared to our Chief Executive Officer’s, or CEO’s, total direct compensation. For purposes of reading such graphical representations in this proxy statement, the Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting and Old Waste Connections has been identified as the acquirer for accounting purposes. Accordingly, financial and certain other information of the Company in this proxy statement, and the words “we,” “our,” “ours,” and “us” used in the section titled “Company Highlights,” all refer to financial information of, or directly to, Old Waste Connections before completion of the Progressive Waste acquisition and the Company following completion of the Progressive Waste acquisition.
Information regarding shareholder and dividend returns refers to returns to shareholders of the Company after completion of the Progressive Waste acquisition on June 1, 2016, and to stockholders of Old Waste Connections prior to June 1, 2016. Note that all performance graphs included in this proxy statement are deemed to be “furnished” rather than “filed” (as such terms are used in the Securities Exchange Act of 1934, as amended) and are not to be deemed to be soliciting material under the proxy rules or incorporated by reference into any filing by the Company except to the extent that the Company specifically incorporates by reference such information or is otherwise required by applicable securities laws to incorporate by reference such information.
iii
This summary highlights information described in more detail in this proxy statement pertaining to the Meeting. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
At the Meeting, shareholders will be asked to vote on the following four proposals. Our Board of Directors’ recommendation for each of these proposals is set forth below.
The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote). You may either vote “FOR” or “WITHHOLD” your vote with respect to the election of each director nominee. If you vote “FOR” the election of a nominee, your vote will be cast accordingly. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority voting policy included in our Corporate Governance Guidelines and Board Charter. Pursuant to our majority voting policy, a “WITHHOLD” vote is considered a vote cast for purposes of the election of the director nominee and is equivalent to a vote against the nominee. See “Majority Voting for Directors” on page 11 of this proxy statement.
The appointment of the Company’s proposed independent registered public accounting firm may be approved by any one or more shareholders voting “FOR” the Company’s proposed independent registered public accounting firm (i.e., a plurality vote). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the appointment of the proposed independent registered public accounting firm. You may either vote “FOR” or “WITHHOLD” your vote with respect to the appointment of the proposed independent registered public accounting firm. If you vote “FOR” the appointment of the proposed independent registered public accounting firm, your vote will be cast accordingly. If you select “WITHHOLD,” your vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm.
iv
The Say on Pay Proposal may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say on Pay Proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the Say on Pay Proposal.
The shareholder proposal seeking the adoption of a senior executive equity compensation retention requirement until retirement may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the shareholder proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the shareholder proposal.
The Board of Directors is unanimously recommending that you voteAGAINST this shareholder proposal for the reasons set forth on pages 75 and 76 of this proxy statement.
Waste Connections, Inc. is the third largest solid waste services company in North America, providing waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through our R360 Environmental Solutions subsidiary, we are also a leading provider of non-hazardous exploration and production, or E&P, waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the U.S. We also provide intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities.
Waste Connections delivered another year of exceptional performance in 2017, as highlighted by the following:
v
The Company’s executive compensation program is designed to align the interests of senior management with shareholders by tying a significant portion of their compensation to the Company’s annual operating and financial performance, as well as longer-term shareholder returns. We believe that our pay-for-performance philosophy and the design of our executive compensation program strongly support, as shown above, an environment of continuous improvement and shareholder value creation. Best practices of our executive compensation program include the following:
vi
For additional information, see the Executive Compensation and Compensation Risk Assessment sections of this proxy statement (starting at page 18 and page 34, respectively).
A more detailed description of the Company’s fiscal year 20172021 operating and financial performance, including a reconciliation of non-GAAP financial measures and a graphical representation of the Total Shareholder Returns or TSRs for the Company, the S&P 500, the S&P/TSX 60 (“TSX 60”) and the Dow Jones U.S. Waste and Disposal Services (“DJ Waste Index,Waste”) Indices, can be found on pages 73 – 7549-75 and page 35,pages 47-48, respectively, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2021, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 15, 2018,17 2022, and available on our website at www.wasteconnections.com, https://investors.wasteconnections.com, on SEDAR at https://www.sedar.com,, on EDGAR at https://www.sec.gov,, and in print, free of charge, to any shareholder who requests in writing a copy by contacting our Secretary or Investor Relations at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.
vii
Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so pursuant to the instructions on your proxy card (including by returning your proxy card by mail or using the Internet or your telephone) if you are a registered shareholder or, pursuant to the instructions you receive from your bank or broker (including by using the Internet or your telephone if your bank or broker provides such instructions). Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting. Please refer to your proxy card or voting instruction form included inwith this packageProxy Statement or to the “Voting and Revocation” section on page 2pages ii and iii of this proxy statementProxy Statement for more information on the voting methods available to you.
viii
statements for the fiscal year ended December 31, 2021.
ELECTION OF DIRECTORS
a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say-on-Pay Proposal for it to be approved). You may either vote “FOR”
The Say on Pay Proposal may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say on Pay Proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the Say on Pay Proposal. For purposes of the Say on Pay Proposal, a “withhold” vote will have the same effect as a vote “AGAINST” the Say on Pay Proposal because those Common Shares are considered to be present and entitled to vote, but are not voted.
The shareholder proposal seeking the adoption of a senior executive equity compensation retention requirement until retirement may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the shareholder proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the shareholder proposal.
The Board of Directors is unanimously recommending that you voteAGAINST this shareholder proposal for the reasons set forth on pages 75 and 76 of this proxy statement.
notice revoking the prior proxy and then voting in person. person or as otherwise permitted by applicable law.
choose to vote “FOR”, “AGAINST” or “WITHHOLD” on the approval, on a non-binding, advisory basis, of the compensation of our NEOs as disclosed in this proxy statement and the shareholder proposal seeking the adoption of a senior executive equity compensation retention requirement until retirement.
In order to
| PROPOSAL | | | REQUIREMENT FOR APPROVAL | | | EFFECT OF VOTES WITHHELD | | |||
| 1. | | | Election of Directors | | | You may vote FOR or WITHHOLD your vote from any or all director nominees named in this proposal. The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote). | | | A “WITHHOLD” vote is treated as a share present but not a vote cast. A “WITHHOLD” vote will not be counted as a vote cast for the purposes of electing such nominee. However, in uncontested director elections, an incumbent director who receives more “WITHHOLD” votes than votes “FOR” in respect of his or her election must tender their resignation from the Board of Directors. (See Pages 13-14 “Majority Voting for Directors”) | |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE (See Page 65) | | |||||||||
| 2. | | | Say-on-Pay | | | You may vote FOR or AGAINST or you may WITHOLD your vote from this proposal. This proposal will be considered approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote. | | | A “WITHHOLD” vote will have the same effect as a vote “AGAINST” this proposal because those Common Shares are considered to be present. | |
| THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL (See Pages 66-68) | | |||||||||
| 3. | | | Appointment of Auditor | | | The appointment of Grant Thornton LLP as our independent registered public accounting firm may be approved by any one or more shareholders voting “FOR” the Company’s proposed independent registered public accounting firm (i.e., a plurality vote). You may vote FOR or WITHHOLD your vote from this proposal. | | | A “WITHHOLD” vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm. | |
| THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL (See Page 69) | |
practices. Moreover, we are committed to an inclusive, supportive environment built on the principles of Servant Leadership(2), valuing diversity and inspiring employee growth. As such, developing our talent and maintaining our culture through employee engagement are integral to the growth and sustainability of our business.
| | ENGAGEMENT | | | | | COMPENSATION/ BENEFITS | | | | | TRAINING | | |||
• Our Servant Leadership surveys provide employees the opportunity to evaluate their managers and provide written feedback for continuous employee and leadership improvement | | | • Our total rewards package includes market-competitive pay • Increased our minimum wage target to $15 per hour (CAD$16) in 2020 • Bonus opportunities, affordable healthcare plans, generous flexible time off plans and retirement benefits • Opportunity to share in our success through an Employee Share Purchase Plan | | | • Approximately 24% of our leadership team participated in multi-day Servant Leadership training sessions during 2021 despite COVID-19 restrictions | |
| | | ||
Annual director elections | | | All directors are elected annually for a one-year term. | |
Majority voting | | | We have a majority voting policy for uncontested elections of directors. | |
One share equals one vote | | | We have a single class of shares with equal voting rights. | |
Separation of Chairman and CEO roles | | | Our CEO is able to focus on managing the Company and our Executive Chairman drives accountability at the board level. | |
Lead Independent Director | | | We have a strong lead independent director of the Board of Directors. | |
Financial expertise | | | All members of our Audit Committee are financially literate and 50% of our Audit Committee members qualify as audit committee financial experts. | |
Compensation policies and practices | | | Our compensation policies and practices, including our approach to setting performance targets, evaluating performance, and establishing payouts, have been developed to avoid excessive risk-taking. | |
Share ownership guidelines | | | We have robust share ownership guidelines for our directors and executive officers. | |
Succession planning | | | Our Board regularly reviews Board and executive succession planning. | |
Education and training | | | Our Board regularly receives training and updates on ethics, compliance, and governance. | |
Board and committee self-evaluations | | | Our Board and committees conduct annual performance self-evaluations led by the Chair of our Nominating and Corporate Governance Committee. | |
Public company board memberships | | | Directors who serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors; other directors should not serve on more than four other boards of public companies. | |
Risk oversight | | | Directors regularly review information from members of our senior management team regarding our safety performance, employee retention, financial performance, financial outlook, balance sheet, credit profile and liquidity, cybersecurity, ESG targets and environmental justice, as well as the risks associated with each. | |
Retirement policy | | | Our director retirement policy provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term; however, in the best interests of our organization, a director may be asked to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75. | |
Diversity policy | | | Our diversity policy addresses recruitment and selection protocols to ensure due consideration is given to the benefits of diversity and gender equity in determining qualified candidates for our Board of Directors and senior management. | |
Position descriptions | | | We have adopted position descriptions for the Board Chairman (including a Board Chairman that is an Executive Chairman), the lead independent director and the chairs of the committees of the Board of Directors, as well as a position description for our CEO. | |
We have also adopted a Code
Copiesrigorous risk management.
| | THE BOARD’S ROLE IN RISK OVERSIGHT — BY COMMITTEE | | |
| | The Board of Directors • The Board of Directors and its committees have an active role in overseeing management of organizational risks. • The Board of Directors regularly reviews information from members of our senior management team regarding our safety performance, employee retention, financial performance, financial outlook, balance sheet, credit profile and liquidity, as well as the risks associated with each. • The Board of Directors also receives reports from members of senior and regional management on areas of material risk, including market-specific, operational, legal, information technology (including cybersecurity), regulatory and strategic risks. • The Board of Directors, with recommendations from the Audit and Compensation Committees, approves and maintains a succession plan for the CEO and other senior management. | | |
| | Audit Committee • The Audit Committee oversees management of financial, financial reporting and internal controls risk. | | |
| | Compensation Committee • The Compensation Committee assesses and monitors risks relating to corporate officer compensation policies and practices. | | |
| | Nominating and Corporate Governance Committee • The Nominating and Corporate Governance Committee recommends director nominees to the Board of Directors, oversees an annual self-evaluation process to assess the effectiveness of the Board of Directors and its committees, and develops and implements corporate governance principles. | | |
and its committees also have responsibility for the oversight of efforts related to environmental justice (“EJ”) and understanding the local impact on our facilities. The U.S. Environmental Protection Agency describes EJ as the fair treatment and meaningful involvement of all people regardless of race, color, national origin or income with respect to the development, implementation and enforcement of environmental laws, regulations and policies. Our approach to community engagement and support aligns with the EPA’s view regarding fair treatment, and we endeavor to work with stakeholders to address their concerns. Board oversight of these efforts includes periodic updates on the analysis, identification and progress towards addressing any concerns or impacts.
| | | Write to Us | | |
| Waste Connections, Inc. Attn: Corporate Secretary 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 | |
Executive Committee. The Executive Committee, whose committee chairman is Mr. Ronald J. Mittelstaedt and whose other members are Messrs. Michael W. Harlan and Larry S. Hughes, is authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, including approval, between meetings of the Board of Directors, of all divestitures by the Company in excess of $25.0 million and all acquisitions by the Company for cash or other non-equity consideration in excess of $25.0 million.
Audit Committee. The Board of Directors has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, whose chairman is Mr. Harlan and whose other members are Messrs. Hughes and Razzouk, advises our Board of Directors and management with respect to, among other matters, internal controls, financial systems and procedures, accounting policies and other significant aspects of the Company’s financial management. Pursuant to its charter, the Audit Committee selects the Company’s independent registered public accounting firm and oversees the arrangements for, and approves the scope of, the audits to be performed by the independent registered public accounting firm. The Board of Directors has determined that all of the members of the Audit Committee are “financially literate” within the meaning of NYSE listing standards and applicable Canadian securities laws. The Board of Directors has also determined that Mr. Harlan is an “audit committee financial expert” as defined under the SEC rules. The committee’s duties are discussed below under “Audit Committee Report.”
Compensation Committee. The Compensation Committee, whose chairman is Mr. William J. Razzouk and whose other members are Ms. Susan “Sue” Lee and Mr. Edward E. “Ned” Guillet, is responsible for, among other matters, establishing our corporate officer compensation policies and administering such policies. Pursuant to its charter, the Compensation Committee studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors, NEOs and other corporate
officers; approves and administers any guarantee
| Executive Committee 2021 Meetings: 2 | | ||||
| Members: Ronald J. Mittelstaedt (Chair) Michael W. Harlan Larry S. Hughes | | | | Key Responsibilities: • Authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, including approval, between meetings of the Board of Directors, of all divestitures by the Company in excess of $25.0 million and all acquisitions for cash or other non-equity consideration in excess of $25.0 million. | |
| Audit Committee 2021 Meetings: 4 | | ||||
| Members: Michael W. Harlan (Chair) Larry S. Hughes Elise L. Jordan William J. Razzouk | | | | Role and Responsibilities: • Advises our Board of Directors and management with respect to, among other matters, internal controls, financial systems and procedures, accounting policies and other significant aspects of financial management. • Responsible for the selection, appointment, oversight, qualification, independence, performance, compensation and retention of our independent registered public accounting firm, including audit fee negotiations and approval. • Selects the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. • Oversees the arrangements for, and approves the scope of, the audits to be performed by the independent registered public accounting firm, and annually assesses the performance of the independent registered public accounting firm. • Reviews our internal controls and the objectivity of our financial reporting, and meets with appropriate financial personnel and our independent registered public accounting firm in connection with these reviews. • Reviews the professional services provided by our independent registered public accounting firm, including its public financial reporting policies and practices, and the results of its annual audit as the Audit Committee may find appropriate or as may be brought to the Audit Committee’s attention; reviews such other matters concerning our accounting principles and financial and operating policies, controls and practices. | |
| All members of the Audit Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws. The Board of Directors has determined that all members of the Audit Committee are “financially literate” within the meaning of NYSE listing standards and applicable Canadian securities laws. The Board of Directors has also determined that Mr. Harlan and Ms. Jordan are both “audit committee financial experts” as defined under the applicable SEC rules. Additional information about the Audit Committee is discussed below under “Audit Committee Report.” | |
| Nominating and Corporate Governance Committee 2021 Meetings: 3 | | ||||
| Members: Edward E. “Ned” Guillet (Chair) Michael W. Harlan Elise L. Jordan Susan “Sue” Lee | | | | Key Responsibilities: • Recommends director nominees to the Board of Directors. • Oversees an annual self-evaluation process to assess the effectiveness of the Board of Directors and its committees. • Develops and implements corporate governance principles. See “Board Renewal; Board Performance Evaluation” for more information regarding the committee’s annual self-evaluation process. | |
| As a matter of policy, the Board of Directors applies the same additional independence requirements of the Audit and Compensation Committees to the members of the Nominating and Corporate Governance Committee. Each member of this committee therefore satisfies the independence requirements of the NYSE and applicable Canadian securities laws. | |
| Compensation Committee 2021 Meetings: 4 | | ||||
| Members: William J. Razzouk (Chair) Edward E. “Ned” Guillet Susan “Sue” Lee | | | | Key Responsibilities: • Establishes our corporate officer compensation policies and administers such policies. • Studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors, NEOs and other corporate officers. • Approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee. • Approves the grant of restricted share units, performance share units, warrants and other forms of equity incentives to officers, employees and consultants. • Renders recommendations to the Board of Directors concerning cash and equity-based compensation and benefits for non-employee directors. See “Compensation Discussion and Analysis — Executive Compensation” for more information regarding compensation and the Compensation Committee. | |
| All members of the Compensation Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws. | |
Nominating and Attendance
| | | | Committee Assignments | | ||||||||||||
| Committee Member | | | Independent | | | Audit | | | Compensation | | | Executive | | | Nominating & Corporate Governance | |
| Edward E. “Ned” Guillet | | | • | | | | | | M | | | | | | C | |
| Michael W. Harlan | | | • | | | C | | | | | | M | | | M | |
| Larry S. Hughes | | | • | | | M | | | | | | M | | | | |
| Worthing F. Jackman | | | | | | | | | | | | | | | | |
| Elise L. Jordan | | | • | | | M | | | | | | | | | M | |
| Susan “Sue” Lee | | | • | | | | | | M | | | | | | M | |
| William J. Razzouk | | | • | | | M | | | C | | | | | | | |
| Ronald J. Mittelstaedt | | | | | | | | | | | | C | | | | |
| Number of Meetings in 2021 | | | Board = 4 | | | 4 | | | 4 | | | 2 | | | 3 | |
Copies of the Audit Committee Charter, the Compensation Committee Charter and the Nominating and Corporate Governance Committee Charter, each of which our Board of Directors has adopted, are available on our website athttp://wasteconnections.investorroom.com/board-committees. A copy of each charter may also be obtained, free of charge, by writing to the Secretary of Waste Connections, Inc., at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.
The Board of Directors and its committees have an active role in overseeing management of the Company’s risks. The Board of Directors regularly reviews information from members of senior management regarding the Company’s financial performance, balance sheet, credit profile and liquidity, as well as the risks associated with each. The Audit Committee receives reports from members of senior and regional management on areas of material risk to the Company, including market-specific, operational, legal, information technology, regulatory and strategic risks. The Audit Committee also oversees management of financial, financial reporting and internal controls risk. The Compensation Committee assesses and monitors risks relating to the Company’s corporate officer compensation policies and practices. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independencescheduled meeting of the Board of Directors, the non-employee directors also meet separately, without management present. As such, in 2021, the independent directors met four times without non-independent directors and potential conflicts of interest.
The Board of Directors has determined that each of Ms.Mses. Jordan and Lee and Messrs. Davis, Guillet, Harlan, Hughes and Razzouk is “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter, a copy of which is attached as Appendix A.A. Ronald J. Mittelstaedt isand Worthing F. Jackman are not “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter because he isCharter. Mr. Mittelstaedt, as the Executive Chairman of the Board of Directors, and Mr. Jackman, as the CEO of the Company, are each employees of the Company.
| We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. The Nominating and Corporate Governance Committee is responsible for ensuring the Company implements good corporate governance practices, including compliance with the Code of Conduct and Ethics. Directors who have, or who may be reasonably perceived to have, a personal or related-party interest in a transaction or agreement being contemplated by the Company are required to declare such interest at any meeting at which the matter is being considered and, when appropriate, will leave the meeting during discussion and abstain from voting on such matter. The Nominating and Corporate Governance Committee is responsible for the review and annual updates to our Code of Conduct and Ethics. | | | | | All corporate governance documents and policies are available at: https://investors.wasteconnections.com/ corporate-governance | | |
| | | You may also request a copy of our Corporate Governance Guidelines and Board/Committee Charters, free of charge, by writing to: Waste Connections, Inc. Attn: Corporate Secretary 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380 | |
If the Board Chairman is an independent director, then the duties for the lead independent director described abovebelow shall be part of the duties of the Board Chairman. As set forth in our
| | LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES | | |
| | In addition to other duties as a director and member of committees, the lead independent director will: • Preside at all meetings of the Board of Directors at which the Board Chairman is not present • Preside over each meeting of non-employee directors • Have the authority to call meetings of non-employee directors • Help facilitate communication between the Board Chairman, the CEO and the non-employee directors • Advise with respect to the Board of Directors’ agenda • Ensure the Board of Directors is able to function independently of management • Serve as the leader of the Board of Directors on matters of corporate governance • If requested by major shareholders, ensure his or her availability for direct communication • Ensure all directors have an independent contact on matters of concern to them and ensure that the Board of Directors successfully discharges its fiduciary duties • Provide guidance on, and monitor, the independence of each director to ensure the independence of a majority of the Board of Directors • Provide leadership to the Board of Directors if circumstances arise in which the Board Chairman has, or may be perceived to have, a conflict • Ensure that functions delegated to committees of the Board of Directors are carried out as required and results are reported to the Board of Directors • Work with the Board Chairman and the CEO, including helping to review strategies, define issues, maintain accountability and build relationships • In conjunction with the Nominating and Corporate Governance Committee, facilitate the review and assessment of individual director attendance and performance and the size, composition and overall performance of the Board of Directors and its committees • In collaboration with the Board Chairman and the corporate secretary, ensure that information requested by individual directors, or the entire Board of Directors or committees of the Board is provided and meets their needs • Together with the Board Chairman, ensure the directors are knowledgeable about their obligations to the Company, securityholders, management, other stakeholders and pursuant to applicable laws | | |
The Board of Directors reviews all relationships of each director to assess whether any of them is a material relationship so as to impair that director’s independence. A “material relationship” means a direct or indirect commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship that is reasonably likely to affect the independent and objective judgment of the director in question, provided that the direct or indirect ownership of any amount of our shares is not deemed to constitute a material relationship. The following commercial or charitable relationships are not considered to be material relationships that would impair a director’s independence: if a director of the Company (a) is also an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of $1 million or two percent of the annual revenue of that other company; (b) is an executive officer of another company that is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than one percentnumber of the total consolidated assets of that other company; or (c) serves as an officer, director or trustee of a charitable organization, and the Company’s discretionary charitable contributionsvotes cast with respect to that organization are less than one percent ofdirector’s election. The total votes cast for that organization’s total annual receipts. The Board of Directors reviews annually whether its members satisfy these applicable independence tests before any member standsdirector’s election will include votes “FOR” that director and “WITHHOLD” votes, but will exclude abstentions, broker non-votes, and failures to vote for re-election to the Board of Directors.
In October 2008, Mr. Davis, after informing Old Waste Connections’ board of directors, joined the external advisory board of the Global Waste Research Institute, or the GWRI. The GWRI, of which Mr. Davis is a conceptual founder, was developed in conjunction with California Polytechnic State University, San Luis Obispo. The GWRI’s mission is to advance state-of-the-art research and development of sustainable technologies and practices to more effectively manage existing and emerging wastes and byproducts. Also in October 2008, Old Waste Connections agreed to make gifts to the GWRI totaling up to $1,000,000 over nine years (the final $100,000 of which was paid in 2017), subject to certain conditions. Based on information provided to the Old Waste Connections board of directors by Mr. Davis, these gifts initially constituted more than one percent of the total annual receipts of GWRI, which caused the relationship to fall outside the criteria of the independence tests set forth above and required the Old Waste Connections board of directors to review and decide whether to approve Mr. Davis’ involvement with the GWRI. After a review of the relevant
facts and the mission of the GWRI, the Old Waste Connections board of directors determined that Mr. Davis’ participation in the GWRI as a member of its external advisory board coupled with Old Waste Connections’ contributions to the GWRI would not be a material relationship that would impair Mr. Davis’ independence as a director of Old Waste Connections. Old Waste Connections has continued its commitment to GWRI following completion of the Progressive Waste acquisition and the New Waste Connections Board of Directors has determined that Mr. Davis is an independent director of New Waste Connections.
In addition to the general requirements for the independent members of our Board of Directors described above, members of the Audit Committee and the Compensation Committee must also satisfy the additional independence requirements of the NYSE and applicable securities laws. These rules and laws, among other things, prohibit a member of the Audit Committee or the Compensation Committee, other than in his or her capacity as a memberUpon receipt of such committee,a tendered resignation, the Nominating and Corporate Governance Committee of the Board of Directors or any otheranother independent committee of the Board of Directors from receiving any compensatory fees from or being an affiliated person of the Company or any of its subsidiaries. Aswill make a matter of policy,determination as to whether to recommend that the Board of Directors also applies this additional requirementaccept or reject such resignation. The applicable committee is expected to members of the Nominating and Corporate Governance Committee.
The Company does not limit the time a director can serve onrecommend that the Board of Directors. WhileDirectors accept the resignation absent exceptional circumstances. The director term limits could potentially assistwho is the subject of such determination is not permitted to participate in the deliberations or decisions of the deciding committee.
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The
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| | QUESTIONNAIRES | | | | | RESPONSES | | | | | FEEDBACK | | |||
| | | Questionnaires are created by the Nominating and Corporate Governance Committee to address relevant topics and issues related to the Board of Directors | | | | | | Each director completes the questionnaires to document his or her observations and assessments about the current state of the Board and its committees on which such member serves; the responses are then reviewed by each committee and the Board of Directors | | | | | | Changes are implemented as necessary based on a thorough review of the responses | |
composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. Our
| | PREREQUISITES FOR ALL NOMINEES | | | |||
| | Candidates must have: • the highest personal and professional ethics, integrity and values and must be willing to adhere to our Code of Conduct and Ethics • a commitment to serve in our best interests • a willingness to devote the time necessary to be an active participant in the Board and committee meetings, as well as a desire to gain extensive knowledge of our industry, business strategies and operations | | | • an objective perspective, practical wisdom, mature judgment • a willingness and an ability to meet our director’s equity ownership guidelines • an ability to interact positively and constructively with other directors and management • a willingness to participate in a one-day new director orientation session • a willingness to attend director educational forums or workshops to enhance the understanding of new and evolving corporate governance requirements | | |
| 1 | | | SOURCE CANDIDATES | | | ||
| The Nominating and Corporate Governance Committee may solicit suggestions from: | | ||||||
| • incumbent directors • management • third party advisors, business and personal contacts | | | • shareholders (see shareholder nomination process on pages 17-18) • third party search firms | |
| 2 | | | IN-DEPTH EVALUATION OF CANDIDATES | | |||
| The Nominating and Corporate Governance Committee reviews the candidates with the following criteria in mind: | | ||||||
| • reputation including merit of past accomplishments and relevant academic or business experience • impact on the diversity of the Board, including with respect to gender • independence standards, as well as potential conflicts of interest • time commitments especially the number of other current public board memberships | | | • expertise, skills and knowledge useful to the oversight of our business at any given time • specific expertise and qualifications relevant to enhancement of our committees’ objectives • any foreseeable adverse legal proceedings involving the candidate • the size and composition of the Board of Directors | |
| 3 | | | NARROW CANDIDATE POOL | | |||
| The Nominating and Corporate Governance Committee further defines the candidate pool using the following process: | | ||||||
| • interviews are conducted by one or more members of the committee • candidates complete directors’ and officers’ questionnaires • meetings occur between candidates and members of management | |
In addition to the foregoing qualities, the Nominating and Corporate Governance Committee will take a number of other factors into account in considering candidates as nominees for the Board of Directors, including the following: (i) whether the candidate is independent within the meaning of our Corporate Governance Guidelines and Board Charter; (ii) relevant business, academic or other experience; (iii) willingness and ability to attend and participate actively in Board and Committee meetings and otherwise to devote the time necessary to serve, taking into consideration the number of other boards on which the candidate serves and the candidate’s other business and professional commitments; (iv) potential conflicts of interest; (v) whether the candidate is a party to any adverse legal proceeding; (vi) the candidate’s reputation; (vii) specific expertise and qualifications relevant to any Committee that the candidate is being considered for, such as whether a candidate for the Audit Committee meets the applicable financial literacy or audit committee financial expert criteria; (viii) willingness and ability to meet our director’s equity ownership guidelines; (ix) willingness to adhere to our Code of Conduct and Ethics; (x) ability to interact positively and constructively with other directors and management; (xi) willingness to participate in a one-day new director orientation session; (xii) willingness to attend educational forums or workshops to enhance understanding of new and evolving governance requirements; and (xiii) the size and composition of the Board.
When seeking director candidates, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, third party advisors, business and personal contacts, and shareholders. The Nominating and Corporate Governance Committee may also engage the services of a search firm. After conducting an initial evaluation, the Nominating and Corporate Governance Committee will make arrangements for candidates it considers suitable to be interviewed by one or more members of the committee. Each candidate will be required to complete a standard directors’ and officers’ questionnaire, completed by all of the directors annually. The Nominating and Corporate Governance Committee may also ask the candidate to meet with members of our management. If the Nominating and Corporate Governance Committee believes that the candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination to the Board. Before nominating a sitting director for re-election at an annual meeting of shareholders, the Nominating and Corporate Governance Committee will consider the director’s past performance and contribution to the Board of Directors.
The Nominating and Corporate Governance Committee will apply the criteria described above when considering candidates recommended by shareholders as nominees for the Board of Directors. Composition
| 4 | | | RECOMMENDATION OF CANDIDATE TO THE BOARD | | |||
| If the Nominating and Corporate Governance Committee believes that a candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination. | | ||||||
| The Nominating and Corporate Governance Committee reviews a current Board member’s performance prior to nomination by: | | ||||||
| • evaluating the director’s past performance and contributions to the Board of Directors, as well as committee participation | |
| 5 | | | RESULTS | | |||
| The Nominating and Corporate Governance Committee has achieved the following results: | | ||||||
| • Added two new Directors to the Board in the last three years • Increased the number of Board members with diverse backgrounds, perspectives and experiences at the policy-making levels of our business and other areas relevant to our activities | |
Shareholders making nominations must provide, among other things, information regarding each such shareholder’s: (i)things:
Our Corporate Governance Guidelines and
The Company must promptly publicly disclose the decision(s) of the Board of Directors by a press release and a filing with the SEC and the applicable securities commissions or similar regulatory authorities in Canada. If the director’s tendered resignation is not accepted by the deciding committee or the director does not submit his or her resignation to the Board of Directors, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the deciding committee, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy.
| | OUR DIVERSITY OBJECTIVES | | | |||||||||||||||
| | We believe diversity, and specifically gender diversity, is an important consideration in determining the composition of our Board of Directors and senior management team. We are committed to increasing the diversity of the Board of Directors and senior management over time by actively seeking qualified candidates who satisfy diversity objectives, among other criteria. We believe a truly diverse Board of Directors and senior management team will include and utilize differences in skills, expertise, and industry experience, as well as gender, race, ethnicity, religion, sexual orientation, physical ability, age and other distinctions to bring diverse perspectives to the decision-making process and help foster an inclusive workplace. | | | |||||||||||||||
| | In 2019, we established a Policy Regarding Diversity on the Board of Directors and in Senior Management Positions (the “Diversity Policy”). A copy of the Diversity Policy can be found on our corporate website at https://investors.wasteconnections.com/diversity-policy. | | | |||||||||||||||
| | DIVERSITY POLICY | | | |||||||||||||||
| | • We established recruitment and selection protocols to ensure due consideration is given to the benefits of diversity and gender equity in determining qualified candidates. • We require third-party search firms hired by us to include diverse candidates, especially women, on the short list of candidates presented for consideration. | | | • The Nominating and Corporate Governance Committee conducts periodic reviews of our recruitment and selection protocols for Board members and senior management (including executive officers, as defined by applicable Canadian securities laws). Existing protocols for internal promotion and leadership development are also a part of its annual review process. | | | ||||||||||||
| | SELECTION CRITERIA FOR BOARD MEMBERS AND SENIOR MANAGEMENT | | | |||||||||||||||
| | We target a diverse range of skills, expertise and industry experience in the following areas: | | | |||||||||||||||
| | • Corporate governance • Strategy • Risk management • Operations & materials management • Sales & marketing | | | • Mergers & acquisitions • Public company C-Suite • Human capital management • Legal/regulatory | | | • Finance/accountability • ESG/sustainability • Solid waste industry • Information technology | | |
| | We assess the following factors when determining the appropriate composition of our Board and management teams: | | | |||||||||||||||
| | • Gender • Race • Ethnicity | | | • Religion • Sexual orientation • Physical ability | | | • Age | | | |||||||||
| | SUCCESS OF OUR DIVERSITY POLICY | | | |||||||||||||||
| | Our Diversity Policy does not specify a formal target regarding the representation of women in senior management or executive officer positions, however, we are committed to increasing the diversity — including gender diversity — of our executive team over time, ensuring the most qualified candidates are selected as circumstances dictate and our needs evolve. We believe that a less formulaic approach, together with a rigorous search that seeks to include diverse and qualified candidates based on the relevant qualifications and criteria, will best serve our needs. | | | |||||||||||||||
| | The Company continues its efforts to identify additional women candidates for consideration as members of the Board of Directors and in senior management positions, such as the appointment of Ms. Jordan as the second woman elected to the Board, the promotion of Ms. Whitney to Executive Vice President and Chief Financial Officer in 2021, and the promotion of Susan Netherton to Senior Vice President - People, Training and Development in 2022. In October 2019, the Company established its aspirational target of women representing at least 30% of independent Board of Directors members by 2020, which was achieved following the appointment of Ms. Jordan to the Board of Directors. In addition, the Company has established an aspirational target of women representing at least 30% of the total Board of Directors by 2024. Currently, two out of eight members of our Board of Directors are women, representing 33% of independent Board members and 25% of total Board members, and the director nominees for the Meeting include two women. | | | |||||||||||||||
| | 33% | | | Female Representation 25% | | | 15.4% | | | |||||||||
| | of our independent Board members are female (two of six) | | | of our Board is female (two of eight) | | | of our executive officers are female (two executive officers) | | |
Skills & Experience | | | | | | Edward E. “Ned” Guillet | | | Michael W. Harlan | | | Larry S. Hughes | | | Worthing Jackman | | | Elise L. Jordan | | | Susan “Sue” Lee | | | Ronald J. Mittelstaedt | | | William J. Razzouk | | ||||||||||||||||||||||||
Audit/Financial Reporting | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
Compensation & Human Capital Management | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | |
ESG/Sustainability | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | �� | | | | | • | | |
Information Technology & Cybersecurity | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | |
Corporate Governance & Public Policy | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
Legal/Regulatory | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | |
Public Company Executive | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
Risk Management | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
Operations & Materials Management | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
Solid Waste Industry | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
Strategic Planning & M&A | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
Sales & Marketing | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
Demographic Background | | | | | | Edward E. “Ned” Guillet | | | Michael W. Harlan | | | Larry S. Hughes | | | Worthing Jackman | | | Elise L. Jordan | | | Susan “Sue” Lee | | | Ronald J. Mittelstaedt | | | William J. Razzouk | | ||||||||||||||||||||||||
Nationality | | | Canada | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | |
| United States | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | ||
Gender | | | Male | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
| Female | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | | | | ||
Visible Minority | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | |
Age | | | Under 60 | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | |
| 60 – 70 | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | | | | ||
| 71+ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | ||
Tenure on the Board | | | 1 – 5 Years | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | |
| 6 – 10 Years | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | ||
| 11+ Years | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | ||
Independent | | | Yes | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | |
| No | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | |
The Company provides access to appropriate orientation programs, sessions or materials for new membersBiographies
| | | Ronald J. Mittelstaedt | | ||||
| Residence: California, USA Age: 58 Non-Independent Director since 1997 | | | Executive Chairman Committee Membership: Executive; Chair Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled: 205,497 | | |||
| CAREER HIGHLIGHTS Mr. Mittelstaedt has been Executive Chairman since July 2019. From our formation in 1997 to July 2019, he served as Chief Executive Officer. Mr. Mittelstaedt has served as a director since 1997 and was elected Chairman in January 1998. He also served as President from 1997 through August 2004. Mr. Mittelstaedt has more than 33 years of experience in the solid waste industry and under his leadership, we have become the third largest company in the North American solid waste and recycling industry. Prior to his career in the solid waste and recycling industry, Mr. Mittelstaedt spent three years in the air freight industry. Mr. Mittelstaedt also established the RDM Positive Impact Foundation in 2004 to improve the lives of underprivileged and at-risk children. | | | OTHER PUBLIC, PRIVATE AND NOT-FOR-PROFIT BOARDS • SkyWest, Inc. (NASDAQ: SKYW) (2013 to present) • Teichert, Inc. (2020 to present) • Pride Industries (2009 to present), a non-profit organization which provides manufacturing, supply chain, logistics and facilities services to public and private organizations nationwide, while creating jobs for people with disabilities EDUCATION • BA degree, Business Economics with a finance emphasis, University of California at Santa Barbara | | |||
| REASONS FOR NOMINATION We believe Mr. Mittelstaedt’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including as our founder, our CEO since the Company was formed in 1997 until July 2019, a director of the Company since its formation, and our Board Chairman since 1998. | |
| | | Edward E. “Ned” Guillet | | ||||
| Residence: California, USA Age: 70 Independent Director since March 2007 | | | Committee Memberships: Compensation Nominating and Corporate Governance; Chair Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled, including DSUs: 36,114 | | |||
| CAREER HIGHLIGHTS Mr. Guillet has been an independent freelance human resources consultant since January 2007. From October 2005 until December 2006, he was Senior Vice President, Human Resources for the Gillette Global Business Unit of The Procter & Gamble Company, a position he held after the merger of Gillette with Procter & Gamble. From July 2001 until September 2005, Mr. Guillet was Senior Vice President and Chief Human Resources Officer and an executive officer of The Gillette Company. He joined Gillette in 1974 and held a broad range of leadership positions in its human resources department. Mr. Guillet is a former member of Boston University’s Human Resources Policy Institute. | | | PRIOR PUBLIC COMPANY BOARDS • CCL Industries, Inc. (XTSE: CCL.B) (2008 to 2019), the largest label company in the world providing innovative solutions to the Home & Personal Care, Food & Beverage, Healthcare & Specialty, Automotive, Electronic & Consumer Durables and Retail Apparel markets worldwide; chair, Human Resources Committee; member, Nominating and Governance Committee EDUCATION • BA degree, English Literature and Secondary Education, Boston College | | |||
| REASONS FOR NOMINATION We believe Mr. Guillet’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience with human resources and personnel development matters, and the positions he has held with other publicly traded companies (including a publicly traded company in Canada). | |
| | | Michael W. Harlan | | ||||
| Residence: Texas, USA Age: 61 Independent Director since May 1998 | | | Committee Memberships: Audit; Chair Executive Nominating and Corporate Governance Board & Committee Attendance in 2021:100% Common Shares Owned or Controlled, including DSUs: 11,766 | | |||
| CAREER HIGHLIGHTS Mr. Harlan has served as Board Chairman and Chief Executive Officer of Principal Environmental, L.L.C. since September 2013. In September 2011, Mr. Harlan founded and has served as President of Harlan Capital Advisors, LLC, a private consulting firm focused on advising companies on operational matters, strategic planning, mergers and acquisitions, debt and equity investments, and capital raising initiatives. Prior to forming Harlan Capital Advisors, Mr. Harlan held numerous positions at U.S. Concrete, Inc., including most recently as its President and Chief Executive Officer from May 2007 until August 2011. Prior to founding U.S. Concrete in August 1998, Mr. Harlan held several senior financial positions with publicly traded companies, including chief financial officer, treasurer, and controller. Mr. Harlan currently serves on the University of Houston Honors College Advisory Board. Mr. Harlan is a Certified Public Accountant. | | | OTHER PRIVATE COMPANY BOARDS • Brewer Crane Holdings, LLC (2018 to present) PRIOR PUBLIC COMPANY BOARDS • U.S. Concrete, Inc. (NASDSAQ: USCR) (2006 to 2011) • WiMi Hologram Cloud, Inc. (NASDAQ: WIMI) (2020 to 2021) EDUCATION • BA degree, Accounting, University of Mississippi | | |||
| REASONS FOR NOMINATION We believe Mr. Harlan’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience in the solid waste industry, his significant experience in accounting and financial matters, including his extensive experience as a certified public accountant, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly traded companies. | |
| | | Larry S. Hughes | | ||||
| Residence: British Columbia, Canada Age: 70 Independent Director since May 2014 | | | Committee Memberships: Audit Executive Committee Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled, including DSUs: 19,289 | | |||
| CAREER HIGHLIGHTS Mr. Hughes is a retired executive and former attorney who currently provides consulting and advisory services. In June 2017, Mr. Hughes retired as an executive of West Fraser Timber Co. Ltd. (TSX/NYSE: WFG). Mr. Hughes served as West Fraser’s Senior Vice President from 2007 to 2011 with oversight of strategic planning, legal, environmental and safety matters. He served as Vice President, Finance and Chief Financial Officer from 2011 to 2017 with oversight of financial and accounting matters, as well as strategic planning, investor relations, corporate governance, and pension matters. Prior to joining West Fraser, Mr. Hughes had a successful 27-year career as a business attorney in Vancouver. | | | PRIOR PUBLIC COMPANY BOARDS • Progressive Waste Solutions Ltd. (2014 to 2016)(4) • West Fraser Timber Co. Ltd. (TSX/NYSE: WFG) (2002 to 2005) EDUCATION • LL.B. degree, University of British Columbia • BA degree, History, University of British Columbia | | |||
| REASONS FOR NOMINATION We believe Mr. Hughes’ qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his significant experience in corporate financial, governance and legal matters, his experience with companies having operations in both the U.S. and Canada, and his experience as an officer of another publicly traded company in Canada. | |
Shareholders and other interested parties may communicate with the Board of Directors generally, with the non-employee directors as a group or with a specific director at any time by writing to the Board of Directors, the non-employee directors or a specific director, care of the Secretary, at our principal administrative offices located atpredecessor corporation, Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. The Secretary will forward all communicationsa Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”). References to the Board of Directors,“Company” and “Waste Connections” refer to the non-employee directors or a specific director, as applicable, as soon as practicablecombined business after receipt without screening the communication. Shareholders and other interested parties are requested to provide their contact informationbusiness combination and to state the number of Common Shares that they beneficially own in their communications toDelaware corporation, now known as “Waste Connections US, Inc.”, before the Board of Directors. Because other appropriate avenues of communication exist for matters that are not of shareholder interest, such as general business complaints or employee grievances, shareholders and other interested parties are urged to limit their communications to the Board of Directors to matters that are of shareholder interest and that are appropriate for consideration by the Board of Directors.
We believe that our relationship with and accountability to shareholders are critical to our success. Engaging with our shareholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our shareholder and investor outreach includes investor road shows, analyst meetings and investor conferences. We also communicate with shareholders and other interested parties through various media, including our annual and quarterly reports, proxy statement and other SEC and Canadian securities filings, press releases and our website. Our conference calls for quarterly earnings releases and major corporate developments are open to all. These calls are available in real time and are also archived as webcasts on our website. Our CEO and Board Chairman, President, Chief Financial Officer, Senior Vice President-Finance and other senior management also regularly meet with investors to discuss our strategy, financial and business performance and to update investors on key developments.
Written position descriptions for the Board Chairman, the lead independent director and the Committee chairs, as well as a position description for the CEO of the Company, have been approved by the Board of Directors.
We do not have a formal policy which specifies targets regarding the representation of women in executive officer positions. While we believe that diversity — including gender diversity — is an important consideration in determining the makeup of our executive team, and we consider the level of representation of women in our executive team when making executive officer appointments, it is only one of a number of factors (which include leadership capabilities, mature judgment, merit, talent, experience, expertise and strategic/innovative thinking) that are considered in selecting the best candidates for executive positions. We have three women in senior leadership roles, or 15% of our total senior leaders (which includes executive officers, as defined under applicable Canadian securities laws, and our Vice Presidents). Ten percent of our executive officers, as defined under applicable Canadian securities laws, are women.
In 2017, the Compensation Committee consisted
| | | Worthing F. Jackman | | ||||
| Residence: Texas, USA Age: 57 Non-Independent Director since 2019 | | | Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled: 128,773 | | |||
| CAREER HIGHLIGHTS Worthing F. Jackman has been President and Chief Executive Officer since July 2019. From July 2018 to that date, he served as President. Mr. Jackman served as Executive Vice President and Chief Financial Officer from September 2004 to July 2018. From April 2003 to September 2004, he served as Vice President — Finance and Investor Relations. Mr. Jackman held various investment banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc., from 1991 through 2003, including most recently as its Managing Director within the Global Industrial & Environmental Services Group. In that capacity, he provided capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services. | | | OTHER PUBLIC COMPANY BOARDS • Quanta Services, Inc. (NYSE: PWR) (2005 to present) EDUCATION • MBA degree, Harvard Business School • BS degree, Finance, Syracuse University | | |||
| REASONS FOR NOMINATION We believe Mr. Jackman’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including his senior leadership roles within the Company since 2003 and as our President and Chief Executive Officer and a director since July 2019. | |
| | | Elise L. Jordan | | ||||
| Residence: Tennessee, USA Age: 62 Independent Director since 2019 | | | Committee Memberships: Audit Nominating and Corporate Governance Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled, including DSUs: 3,661 | | |||
| CAREER HIGHLIGHTS Ms. Jordan is Executive Vice President and CFO of FedEx Express, the largest transportation company in the FedEx Corp. (NYSE: FDX) network. In that capacity, she is responsible for worldwide financial affairs, including financial planning, reporting and analysis, long-range strategic planning, and regional accounting and controls. Ms. Jordan has held a variety of positions with FedEx Express including Senior Vice President, Strategic and Financial Planning and Analysis and Business Systems; Vice President, Financial Planning; Managing Director, Global Financial Planning; and Manager, Corporate/Domestic Business Planning. She joined FedEx in 1983 as an Operations Analyst. Before joining FedEx, Ms. Jordan served as a Staff Auditor for Arthur Andersen LLC. | | | EDUCATION • MBA degree, University of Memphis • BBA degree, Accounting, University of Texas in Austin | | |||
| REASONS FOR NOMINATION We believe Ms. Jordan’s qualifications to serve on our Board of Directors include her significant experience in accounting, corporate finance, technology and governance, her senior positions within a multi-national logistics company, and her experience as an officer of another publicly traded company. | |
| | | Susan “Sue” Lee | | ||||
| Residence: British Columbia, Canada Age: 70 Independent Director since 2014 | | | Committee Memberships: Compensation Nominating and Corporate Governance Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled, including DSUs: 17,172 | | |||
| CAREER HIGHLIGHTS Ms. Lee retired from Suncor Energy Inc. (“Suncor”) in April 2012, where she last served as Senior Vice-President, Human Resources and Communications. During her 16 years with Suncor, her responsibilities included executive compensation and succession planning, governance, merger strategy and integration, and stakeholder and government relations. Prior to joining Suncor, Ms. Lee had a 14-year career in human resources at TransAlta Corp. She has also served on the University of Calgary Board of Governors and the Women’s Executive Network Top 100 Women Advisory Board. In 2007, Ms. Lee was an inaugural inductee into the Hall of Fame for Canada’s Top 100 Most Powerful Women. | | | OTHER PUBLIC COMPANY BOARDS • Empire Company Limited (TSX:EMP.A) (2014 to present); member, Human Resources Committee PRIOR PUBLIC AND PRIVATE COMPANY BOARDS • Altalink (2011 to 2014) • Bonavista Energy Corporation (2013 to 2017) • Holcim Canada (2012 to 2014) • Progressive Waste Solutions Ltd. (2014 to 2016) • Suncor Energy Foundation (1998 to 2012) EDUCATION • BA degree, Anthropology and Psychology, Rhodes University, South Africa • Post Graduate Diploma, Organizational Behavior, Graduate School of Business Administration, University of Witwatersrand, South Africa • Executive Development Program, University of Michigan | | |||
| REASONS FOR NOMINATION We believe Ms. Lee’s qualifications to serve on our Board of Directors include her past experience on our Board of Directors, her substantial experience with human resources and talent management and development matters, her substantial experience in the energy industry, the positions she has held with other publicly traded companies in Canada and her experience as a director of other publicly traded companies in Canada. | |
| | | William J. Razzouk | | ||||
| Residence: Florida, USA Age: 74 Independent Director since 1998 | | | Committee Memberships: Audit Compensation; Chair Board & Committee Attendance in 2021: 100% Common Shares Owned or Controlled, including DSUs: 18,860 | | |||
| CAREER HIGHLIGHTS Mr. Razzouk served as the Chairman and a Director of Newgistics, Inc. from March 2005 to October 2017. From March 2005 to December 2015, he also served as the President and Chief Executive Officer of Newgistics, Inc. From August 2000 to December 2002, Mr. Razzouk was a Managing Director of Paradigm Capital Partners, LLC, a venture capital firm in Memphis, Tennessee, focused on meeting the capital and advisory needs of emerging growth companies. From September 1998 to August 2000, he was Chairman of PlanetRx.com and Chief Executive Officer of PlanetRx.com from September 1998 until April 2000. Mr. Razzouk has served in numerous executive positions including President, Chief Operating Officer and a Director of Storage USA, Inc., and President and Chief Operating Officer of America Online. In addition, Mr. Razzouk held various management positions at Federal Express Corporation, ROLM Corporation, Philips Electronics and Xerox Corporation. Mr. Razzouk has owned a variety of businesses including a management consulting and investment company focused on strategic acquisitions. | | | PRIOR PUBLIC AND PRIVATE COMPANY BOARDS • America Online (1996) • Cordis Corp (OTCM: CORG) (1994 to 1996) • Fritz Companies, Inc. (1998 to 2001) • La Quinta Motor Inns (1994 to 1998) • Newgistics, Inc. (2005 to 2017) • PlanetRx.com (1998 to 2001) • Sanifill, Inc. (1993 to 1996) • Storage USA (1999 to 2000) EDUCATION • BA degree, Journalism, University of Georgia | | |||
| REASONS FOR NOMINATION We believe Mr. Razzouk’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his significant experience in corporate financial matters, his experience in the solid waste industry, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly traded companies. | |
and Equity Ownership
| Type of Fee | | | | | | | |
| Annual Cash Retainer | | | | $ | 100,000 | | |
| Committee Chair Cash Retainers: | | | | | | | |
| Audit | | | | $ | 25,000 | | |
| Compensation | | | | $ | 25,000 | | |
| Nominating and Corporate Governance | | | | $ | 15,000 | | |
| Target DSU/RSU Grant | | | | CAD$ | 210,000 | | |
Type of Fee | ||||
Annual Cash Retainer | $ | 100,000 | ||
Committee Chair Cash Retainers: | ||||
Audit | $ | 25,000 | ||
Compensation | $ | 25,000 | ||
Nominating & Corporate Governance | $ | 15,000 | ||
Target DSU/RSU Bonus Grant | CAD $210,000 |
DirectorsNon-employee directors may elect, irrevocably and in advance, to receive up to CAD$150,000 of their director bonusgrant in restricted share units, or RSUs that are settled in Common Shares, with the remainder to be received in the form of DSUs. RSUs received in payment of the director bonusgrant vest in two equal installments on the grant date and the first anniversary of the grant date.
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Share Awards ($)(1)(2) | | | All Other Compensation ($)(1)(3) | | | Total ($)(1) | | ||||||||||||
| Edward E. “Ned” Guillet | | | | | 115,000 | | | | | | 166,167 | | | | | | — | | | | | | 281,167 | | |
| Michael W. Harlan | | | | | 125,000 | | | | | | 166,167 | | | | | | — | | | | | | 291,167 | | |
| Larry S. Hughes | | | | | –(4) | | | | | | 166,167 | | | | | | — | | | | | | 166,167 | | |
| Elise L. Jordan | | | | | 100,000 | | | | | | 166,167 | | | | | | — | | | | | | 266,167 | | |
| Susan “Sue” Lee | | | | | 100,000 | | | | | | 166,167 | | | | | | — | | | | | | 266,167 | | |
| Ronald J. Mittelstaedt | | | | | 750,000 | | | | | | 851,693(5) | | | | | | — | | | | | | 1,601,693 | | |
| William J. Razzouk | | | | | 125,000 | | | | | | 166,167 | | | | | | — | | | | | | 291,167 | | |
Name | Fees Earned or Paid in Cash ($)(1)(2) | Share Awards ($)(1)(3) | All Other Compensation ($)(1)(4) | Total ($)(1) | ||||||||||||
Robert H. Davis | 139,247 | 160,280 | 189 | 299,716 | ||||||||||||
Edward E. “Ned” Guillet | 160,134 | 160,280 | — | 320,414 | ||||||||||||
Michael W. Harlan | 174,059 | 160,280 | 300 | 334,639 | ||||||||||||
Larry S. Hughes | 139,247 | 160,280 | — | 299,527 | ||||||||||||
Susan “Sue” Lee | 139,247 | 160,280 | — | 299,527 | ||||||||||||
William J. Razzouk | 174,059 | 160,280 | 1,513 | 335,852 |
| Name | | | Aggregate Restricted Share Unit Awards Outstanding as of December 31, 2021 (#) | | | Aggregate Performance Share Unit Awards Outstanding as of December 31, 2021 (#) | | | Aggregate Deferred Share Unit Awards Outstanding as of December 31, 2021 (#) | | |||||||||
| Edward E. “Ned” Guillet | | | | | 594 | | | | | | — | | | | | | 2,922 | | |
| Michael W. Harlan | | | | | 594 | | | | | | — | | | | | | 2,922 | | |
| Larry S. Hughes | | | | | 594 | | | | | | — | | | | | | 8,313 | | |
| Elise L. Jordan | | | | | 594 | | | | | | — | | | | | | 1,416 | | |
| Susan “Sue” Lee | | | | | 594 | | | | | | — | | | | | | 5,947 | | |
| Ronald J. Mittelstaedt | | | | | 18,294 | | | | | | 20,527 | | | | | | — | | |
| William J. Razzouk | | | | | 594 | | | | | | — | | | | | | 2,922 | | |
Name | Aggregate Restricted Share Unit Awards Outstanding as of December 31, 2017 (#) | Aggregate Deferred Share Unit Awards Outstanding as of December 31, 2017 (#) | ||||||
Robert H. Davis | 982 | 787 | ||||||
Edward E. “Ned” Guillet | 982 | 787 | ||||||
Michael W. Harlan | 982 | 787 | ||||||
Larry S. Hughes | 982 | 6,178 | ||||||
Susan “Sue” Lee | 982 | 3,812 | ||||||
William J. Razzouk | 982 | 787 |
| Name | | | Common Shares | | | DSUs | | | Unvested RSUs | | | Deferred RSUs | | | Total | | | Equity Ownership Guideline Met | | |||||||||||||||
| Edward E. “Ned” Guillet | | | | | 32,843 | | | | | | 3,271 | | | | | | 485 | | | | | | — | | | | | | 36,599 | | | | | |
| Michael W. Harlan | | | | | 8,495 | | | | | | 3,271 | | | | | | 485 | | | | | | — | | | | | | 12,251 | | | | | |
| Larry S. Hughes | | | | | 10,627 | | | | | | 8,662 | | | | | | 485 | | | | | | — | | | | | | 19,774 | | | | | |
| Elise L. Jordan | | | | | 1,896 | | | | | | 1,765 | | | | | | 485 | | | | | | — | | | | | | 4,146 | | | | | |
| Susan “Sue” Lee | | | | | 10,876 | | | | | | 6,296 | | | | | | 485 | | | | | | — | | | | | | 17,657 | | | | | |
| Ronald J. Mittelstaedt | | | | | 205,497 | | | | | | — | | | | | | 6,713 | | | | | | 38,300 | | | | | | 250,510 | | | | | |
| William J. Razzouk | | | | | 15,589 | | | | | | 3,271 | | | | | | 485 | | | | | | — | | | | | | 19,345 | | | | |
Name | Common Shares | DSUs | Unvested RSUs | Total | ||||||||||||
Robert H. Davis | 13,480 | 1,460 | 841 | 14,940 | ||||||||||||
Edward E. “Ned” Guillet | 70,484 | 1,460 | 841 | 71,944 | ||||||||||||
Michael W. Harlan | 30,654 | 1,460 | 841 | 32,114 | ||||||||||||
Larry S. Hughes | 8,215 | 6,851 | 841 | 15,066 | ||||||||||||
Susan “Sue” Lee | 8,460 | 4,485 | 841 | 12,945 | ||||||||||||
William J. Razzouk | 19,210 | 1,460 | 841 | 20,670 |
DirectorsNon-employee directors may elect, irrevocably and in advance, to receive all or part of their director and committee chair cash retainers either in cash or DSUs. They may also elect, irrevocably and in advance, to receive up to CAD$150,000 of their upcoming bonus entitlementsequity grants in RSUs that are settled in Common Shares, with the remainder of such bonuscompensation to be received in the form of DSUs. Each director has an account where notionalNotional DSUs are credited to an account for each non-employee director and held until the non-employee director leaves the Board of Directors. The number of DSUs credited to each director’s account is calculated by dividing the elected amount of the director and committee chair cash and DSU grant retainers plus the director bonus to be settled in DSUs by the Common Share closing price on the day the credit is made.
| Name of Beneficial Owner | | | Number of Outstanding Common Shares Beneficially Owned(1) | | | Percent of Class | |
| The Vanguard Group(2) | | | 26,355,728 | | | 10.1% | |
| T. Rowe Price Associates, Inc.(3) | | | 26,244,971 | | | 10.0% | |
| BlackRock, Inc.(4) | | | 13,319,325 | | | 5.1% | |
Name of Beneficial Owner | Number of Outstanding Common Shares Beneficially Owned(1) | Percent of Class | ||||||
T. Rowe Price Associates, Inc.(2) | 30,655,456 | 11.6 | % | |||||
The Vanguard Group(3) | 23,274,272 | 8.82 | % |
| Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership(2) | | | Vested Restricted Share Units Held Under Nonqualified Deferred Compensation Plan(3) | | | Total | | |||||||||
| Ronald J. Mittelstaedt | | | | | 205,497(4) | | | | | | 38,300 | | | | | | 243,797 | | |
| Worthing F. Jackman | | | | | 128,773 | | | | | | — | | | | | | 128,773 | | |
| Darrell W. Chambliss | | | | | 99,311 | | | | | | — | | | | | | 99,311 | | |
| Mary Anne Whitney | | | | | 50,036 | | | | | | — | | | | | | 50,036 | | |
| James M. Little | | | | | 38,812(5) | | | | | | — | | | | | | 38,812 | | |
| Edward E. “Ned” Guillet | | | | | 32,843 | | | | | | — | | | | | | 32,843 | | |
| Patrick J. Shea | | | | | 19,923 | | | | | | — | | | | | | 19,923 | | |
| William J. Razzouk | | | | | 15,589 | | | | | | — | | | | | | 15,589 | | |
| Susan “Sue” Lee | | | | | 10,876 | | | | | | — | | | | | | 10,876 | | |
| Larry S. Hughes | | | | | 10,627 | | | | | | — | | | | | | 10,627 | | |
| Michael W. Harlan | | | | | 8,495 | | | | | | — | | | | | | 8,495 | | |
| Elise L. Jordan | | | | | 1,896 | | | | | | — | | | | | | 1,896 | | |
| ALL CORPORATE OFFICERS AND DIRECTORS AS A GROUP (28 PERSONS) | | | | | 824,638 | | | | | | 45,015 | | | | | | 869,653 | | |
Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2) | Vested Restricted Share Units Held Under Nonqualified Deferred Compensation Plan(3) | Total | |||||||||
Ronald J. Mittelstaedt | 100,462 | (4) | 180,530 | 280,992 | ||||||||
Steven F. Bouck | 303,514 | — | 303,514 | |||||||||
Darrell W. Chambliss | 111,485 | 37,569 | 149,054 | |||||||||
Worthing F. Jackman | 109,698 | — | 109,698 | |||||||||
Edward E. “Ned” Guillet | 70,484 | — | 70,484 | |||||||||
Michael W. Harlan | 30,654 | — | 30,654 | |||||||||
Patrick J. Shea | 41,863 | — | 41,863 | |||||||||
William J. Razzouk | 19,210 | — | 19,210 | |||||||||
Robert H. Davis | 13,480 | — | 13,480 | |||||||||
Susan “Sue” Lee | 8,460 | — | 8,460 | |||||||||
Larry S. Hughes | 8,215 | — | 8,215 | |||||||||
All corporate officers and directors as a group (26 persons) | 1,066,131 | 221,879 | 1,288,010 |
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The Company’s
For highlights of
Our executive compensation program includes features which we believe drive performance and excludes features we believe do not serve our shareholders’ long-term interests. The table below highlights some of the “Best Practices” featured in our compensation program as well as the “Problematic Pay Practices” that we have excluded.
The Company’s executive compensation program is designed to reward the NEOs and other corporate officers for achieving strong operational performance and delivering on the Company’s strategic initiatives, both of which are important to the long-term success of the Company. The Compensation Committee believes that a significant portion of the compensation of our NEOs should be aligned with our shareholders’ interests and directly linked to measurable performance. To evaluate the proportion of performance-based compensation for our NEOs, the Compensation Committee looks at recurring compensation by examining total direct compensation, or TDC, earned by our NEOs. TDC is calculated by adding base salary, actual cash annual incentives paid and the grant date fair value of share awards, each as reported in our Summary Compensation Table. It excludes indirect compensation reported under the “All Other Compensation” column of our Summary Compensation Table.
As illustrated below, At-Risk Compensation, comprised of cash annual incentives and equity-based compensation, made up approximately 82% of the TDC of our CEO, and 75% of the combined TDC of our other NEOs in 2017.
As described in the section “Compensation Discussion and Analysis — Role of Independent Compensation Consultant; Comparison Group Compensation Data”, a review by the Compensation Committee’s independent compensation consultant concluded that, in aggregate, the Company’s targeted total direct compensation for the NEOs is aligned with the 25th percentile of the Comparator Group. It was also noted that the Company’s annualized TSR was above the 75th percentile for all measurement periods between one and ten years when compared to the Comparator Group.
The compensation of our CEO is based on the same design elements and performance metrics that are applicable to our other NEOs. The following graph shows the relationship of our CEO’s TDC to our cumulative shareholder return indexed over the last five fiscal years. As illustrated below, we delivered total shareholder return of 230.4% over this period while the Compensation Committee’s decisions and changes to our executive compensation program increased the TDC of our CEO approximately 88.3% over the period.
On a year-over-year basis, the TDC of our CEO decreased 15.9% in 2017 as a higher payout under the Company’s annual incentive program was more than offset by a reduction associated with the approximately $1.5 million cash incentive payment unique to 2016 pursuant to the Synergy Bonus Program adopted by the Compensation Committee in conjunction with the Progressive Waste acquisition. In 2017, the Company exceeded its financial performance targets, resulting in an overall payment of 105.0% of the target opportunity for that fiscal year, as compared to 103.7% of the target opportunity in 2016. Excluding the impact of the Synergy Bonus Program in 2016, our CEO’s TDC in 2017 increased 9.3% over the prior year.
As described in the section “Compensation Discussion and Analysis — Role of Independent Compensation Consultant; Comparison Group Compensation Data”, a review by Pearl Meyer & Partners, LLC, an internationally known compensation consulting firm, concluded that, in aggregate, the Company’s targeted total direct compensation for the CEO is 18% below the 25th percentile and 35% below the 50th percentile against the Comparator Group. It was also noted that the Company’s annualized TSR was above the 75th percentile for all measurement periods between one and ten years when compared to the Comparator Group.
The Company provides its shareholders with an opportunity to cast an annual advisory vote with respect to its NEO compensation as disclosed in the Company’s annual management information circular and proxy statement, or “Say on Pay” proposal (“Say on Pay”). At last year’s Annual and Special Meeting of Shareholders, more than 96% of the shares cast approved our NEO compensation program as described in last year’s management information circular and proxy statement. The Compensation Committee and the Company viewed these results as a strong indication that the Company’s shareholders support the executive compensation policies and practices of the Company.
In light of our shareholders’ support and the significant shareholder value creation over the years, the Compensation Committee decided to retain the core design of our executive compensation program for fiscal 2017. The Company’s management and Compensation Committee, with the input of the full Board of Directors and the Compensation Committee’s independent compensation consultant, has periodically reviewed our executive compensation program and made certain revisions over the years to further align pay with performance.
In early 2015, the Compensation Committee introduced a one-year performance-based condition to annual restricted share unit (“RSU”) grants to the Company’s NEOs and other corporate officers based on free cash flow generation — a different metric from those used for annual incentives and PSU grants. Only if the Company satisfies the performance target during the year in which the grant is made will the grants then continue to time-vest over a multi-year schedule. Accordingly, all equity grants awarded to our NEOs contain a performance-based threshold the Company must meet before the grants may vest.
In early 2017, the Compensation Committee implemented additional changes to our compensation program related to the equity awards issued in 2017, including:
Beginning in late 2017, the Compensation Committee engaged Pearl Meyer to review our CEO’s compensation package in light of: (i) the Company’s increased size and complexity following the Progressive Waste acquisition; (ii) the Company’s annualized TSR being above the 75th percentile for all measurement periods between one and ten years when compared to the Comparator Group; and (iii) the Company’s targeted total direct compensation for the CEO, in aggregate, being 35%, or $2.35 million, below the 50th percentile when compared to the Comparator Group.
As a result of this review, on February 13, 2018, the Compensation Committee approved entering into a second amendment (the “Second Amendment”) to Mr. Mittelstaedt’s Separation Benefits Plan and Employment Agreement, effective February 13, 2012, as amended by that certain Amendment to Separation Benefits Plan and Employment Agreement, effective December 17, 2015 (the “Employment Agreement”). Pursuant to the terms of the Second Amendment, Mr. Mittelstaedt’s initial term of employment was extended until February 13, 2023. During that period, he will continue to serve as the Chairman of the Company’s Board of Directors and the Chief Executive Officer of the Company or, at his election, in the role of Executive Chairman of the Company’s Board of Directors. The Second Amendment provided for a grant to Mr. Mittelstaedt of a retention equity award having a grant date value of $9 million, subject to a three-year vesting schedule and a claw back provision if he voluntarily terminates his employment without Good Reason (as defined in the Employment Agreement) prior to February 13, 2023.
Given the claw back provision and the desire to otherwise maintain the CEO’s existing compensation program, the Compensation Committee views the initial $9 million equity award as additional compensation to the CEO spread over a five-year period, offsetting approximately 75% of the current shortfall in the CEO’s targeted total direct compensation against the 50th percentile of the Comparator Group. The Compensation Committee believes the equity award both further aligns the CEO’s compensation with shareholder interests and provides an additional incentive to retain the services of a CEO under whose leadership the Company has generated superior long-term shareholder returns. For 2018, the Compensation Committee maintained Mr. Mittelstaedt’s targeted total direct compensation similar to prior years and, for the fourth consecutive year, did not increase his base salary.
The
Things We Do: | | | What We Don’t Do: | | ||||||||
| | | | Pay for Performance. Our NEOs receive the majority (approximately 88% for the CEO, and approximately 81% for other NEOs, in 2021) of their TDC in performance-based compensation, which is contingent on Company and individual performance. Ratio of PSUs to total equity compensation at 50%. Our NEOs receive 50% of their long-term equity compensation as PSUs; the pay-out is contingent upon Company performance over a multi-year period. Relevant Performance Metrics. Our annual incentive and equity-based compensation programs include performance metrics meant to drive long-term shareholder value creation. Addition of ESG Metrics. We incorporated ESG and sustainability targets into equity-based compensation programs starting in 2021. Recoupment Policy. We maintain a clawback policy that permits our Board of Directors to seek the forfeiture or repayment of certain incentive compensation paid to an NEO or other corporate officer in certain circumstances. Annual Say-on-Pay Proposal. We provide our shareholders an annual opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs. Use of Peer Group Data and Tally Sheets. We utilize tally sheets annually when making executive compensation decisions, and periodically review compensation data relative to our comparator group of companies (the “Comparator Group”). Share Ownership Guidelines. Our NEOs and other corporate officers are expected to hold Common Shares with a value equal to a multiple of their base salaries. Conservative Use of Equity Grants. Our annual equity grants have averaged approximately 0.30% of outstanding shares over the last five fiscal years. Risk Assessment. Our corporate officers’ compensation program has been designed, and is periodically reviewed, to ensure that it does not encourage inappropriate risk-taking. | | | | | | | No Compensation Guarantees. Our NEO employment agreements do not provide for guaranteed base salary increases, minimum bonuses or annual equity awards. No “Single Triggers”. Our CEO and other executive officers, as defined under applicable Canadian securities laws, have employment agreements that contain “double-trigger” change in control severance provisions. No Dividends on Unvested Equity Awards. We do not pay ordinary dividends on unvested time-based equity awards. For our PSUs, dividend equivalents are paid in cash, without interest, only when and to the extent the PSUs become vested. No Discounting, Re-pricing or Buyout Provisions. We expressly prohibit the discounting of share options and the re-pricing or cash buyouts of underwater share options. No Hedging or Pledging of Securities. NEOs, corporate officers, and directors are prohibited from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares. In addition, these individuals may not pledge Common Shares as collateral unless preauthorized to do so in certain limited situations. | |
looks at recurring compensation by examining the TDC earned by our NEOs. TDC is calculated by adding base salary, actual cash annual incentives paid and the grant date fair value of share awards, each as reported in our Summary Compensation Table. It excludes indirect compensation reported under the “All Other Compensation” column of our Summary Compensation Table.
| We provide our shareholders with an opportunity to cast an annual non-binding advisory vote with respect to our NEO compensation, as disclosed herein, referred to as the Say-on-Pay Proposal. In 2021, more than 97% of the Common Shares voted approved of our NEO compensation program. Our Compensation Committee and the Company viewed these results as a strong indication our shareholders’ support our executive compensation policies and practices. | | | |
The Compensation Committee meets in the first quarter of each fiscal year to review and approve:
For 2017,2021, the Compensation Committee considered a tally sheet that included, for each NEO and other corporate officer,officers, (1) current base salary,salary; (2) salary paid in 2016,2020; (3) bonus percentage,percentage; (4) cash bonus paid for 2016,2020; (5) RSUs and PSUs granted in 2016,2020; (6) the dollar amount of 401(k) and Nonqualified Deferred Compensation Plan matches in 2016, 2020; (7) payments and reimbursements for various expenses that could be considered perquisites,perquisites; and (8) the value of unvested RSUs and PSUs as of the end of the year. 2020.
We provide Mr. Mittelstaedt with greater compensation and benefits than the other NEOs to reflect his importance and value to us as well as the greater level of responsibility andinterests.
Discussion & Analysis
The Compensation Committee periodically analyzes the compensation practices of a comparator groupComparator Group to assess our competitiveness with the market. In doing so, it takes into account factors such as the relative size and financial performance of those companies and factors that differentiate us from them. Criteria used for establishing the Comparator Group include (i)(1) organization size, with financial characteristics such as revenue, free cash flow, capital expenditures, EBITDA, market capitalization or enterprise value similar to those of the Company, (ii)(2) country of domicile, including Canada and the United States, and (iii)(3) industry, including companies in the environmental, facilities and diversified support services, transportation, oil and gas equipment and services, distribution and construction materials industries. Due to limited peers in Canada, the industry criteria was broader for Canadian companies.
After discussions with Pearl Meyer, the Compensation Committee selected the following companies for the Comparator Group following the Progressive Waste acquisition:
The Compensation Committee independently retained Pearl Meyer in 2017late 2021 to review the compensation of the Company’s NEOs against the Comparator Group. Relative toGroup and survey information of similarly sized organizations. As part of that review, the Compensation Committee updated the Comparator Group the Company’s trailing 12-month revenue, adjusted EBITDA, adjusted free cash flowto remove Fortis Inc. and enterprise value as of September 30, 2017, is positioned at the 38th percentile, 63rd percentile, 50th percentileIron Mountain Incorporated and 75th percentile, respectively. Based on its review of the Company’s compensation practices against theadd Fortive Corporation and Kansas City Southern. The updated Comparator Group includes the following companies:
| | Air Products and Chemicals, Inc. | | | Fortive Corporation | | | Old Dominion Freight Line, Inc. | | | Vulcan Materials Company | | |
| | Canadian Pacific Railway Limited | | | J.B. Hunt Transport Services, Inc. | | | Republic Services, Inc. | | | Waste Management, Inc. | | |
| | Cintas Corporation | | | Kansas City Southern | | | United Rentals, Inc. | | | W.W. Grainger, Inc. | | |
| | Fastenal Company | | | Martin Marietta Materials, Inc. | | | | | | | | |
| Name | | | 2020 Base Salary ($) | | | 2021 Base Salary ($) | | | % Increase/ Decrease | | |||||||||
| Worthing F. Jackman | | | | | 900,000 | | | | | | 900,000 | | | | | | 0.0% | | |
| Mary Anne Whitney | | | | | 500,000 | | | | | | 550,000 | | | | | | 10.0% | | |
| Darrell W. Chambliss | | | | | 542,000 | | | | | | 555,000 | | | | | | 2.4% | | |
| Patrick J. Shea | | | | | 442,000 | | | | | | 460,000 | | | | | | 4.1% | | |
| James M. Little | | | | | 436,000 | | | | | | 447,000 | | | | | | 2.5% | | |
Name | 2016 Base Salary(1) ($) | 2017 Base Salary ($) | % Increase | |||||||||
Ronald J. Mittelstaedt | 969,000 | 969,000 | — | |||||||||
Worthing F. Jackman | 525,313 | 575,000 | 9.5 | % | ||||||||
Steven F. Bouck | 637,550 | 660,000 | 3.5 | % | ||||||||
Darrell W. Chambliss | 479,100 | 500,000 | 4.4 | % | ||||||||
Patrick J. Shea | 379,250 | 405,000 | 6.8 | % |
In determining 20182022 base salaries for our NEOs, the Compensation Committee for the fourth year in a row, did not increase Mr. Mittelstaedt’s base salary, but did increase other NEOincreased Ms. Whitney’s and Messrs. Chambliss, Shea and Little’s base salaries betweenby approximately 3.0% and 4.3%, effective February 1, 2018.
2022. The base salary increase for Mr. Jackman was approximately 10%, part of a multi-year approach to increase his targeted direct compensation towards or within a +/- 10% range of the median market Comparator Group. Mr. Jackman’s base salary did not increase in 2021.
See “Management Incentive Compensation Program” section below for further discussion of the NEOs’ annual incentives.
Equity-Based Compensation. We believe that equity ownership in the Company ties executive compensation to the performance of Common Shares and creates an incentive for sustained growth, superior shareholder returns and employee retention. This investment provided to NEOs and other corporate officers
coupled with multi-year vesting periods serves to enhance retention and corporate culture, both of which are instrumental to the future success of the Company and the long-term interests of our shareholders.
See “Equity-Based Compensation” section below for further discussion of the NEOs’ equity-based compensation.
Under the MICP, the NEOs and other corporate officers of the Company are eligible to receive annual incentives. For 2021, the target annual incentives as a percentage of salary for the NEOs were as follows:
| Name | | | Target Incentive (as a % of Base Salary) | |
| Worthing F. Jackman | | | 150% | |
| Mary Anne Whitney | | | 90% | |
| Darrell W. Chambliss | | | 90% | |
| Patrick J. Shea | | | 90% | |
| James M. Little | | | 90% | |
| | | | Weighting | | | Original 2021 Budget | | | 2021 Factor | | | 2021 Targeted Performance Goal | | |||||||||
| EBITDA | | | | | | $ | 1,785.1M | | | | | | 95.0% | | | | | $ | 1,695.8M | | | |
| EBIT | | | | | | $ | 983.5M | | | | | | 95.0% | | | | | $ | 934.3M | | | |
| EBIT Margin | | | | | | | 16.9% | | | | N/A | | | | | 16.1% | | | ||||
| CFFO Margin | | | | | | | 27.1% | | | | | | 95.0% | | | | | | 25.7% | | |
Original 2017 Budget | 2017 Factor | 2017 Targeted Performance Goal | Weight | |||||||||||||
EBITDA | $ | 1,377.9M | 96.5% | $ | 1,329.7M | 20% | ||||||||||
EBIT | $ | 767.0M | 96.5% | $ | 740.1M | 20% | ||||||||||
EBIT Margin | 17.8% | N/A | 17.2% | 30% | ||||||||||||
CFFO Margin | 26.0% | 97.5% | 25.4% | 30% |
The Compensation Committee establishes targeted performance goals at levels intended to be difficult but attainable. For example in 2014, 2015 and 2016, the Company achieved a weighted-average of 103.5%, 99.9%, and 103.7%, respectively, of targeted performance goals.
Under the terms of the MICP, the Compensation Committee, in its complete and sole discretion, may adjust the targeted performance goals if an acquisition, significant new contract or extraordinary event results in a significant impact to the goals. For these purposes, the Compensation Committee determines operating income, or EBIT, primarily by adjusting for any gains or losses on disposal of assets, and determines EBITDA by adding depreciation, amortization and amortizationclosure/post-closure accretion to operating income.income, both generally consistent with the Company’s approach to reporting non-GAAP measures in its earnings releases and filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. The Compensation Committee chose these measures of performance because they are widely used by investors as valuation measures in the solid waste industry and because the targeted goals encourage improving free cash flow and returns on invested capital.
For 2017, the target annual incentives as a percentage of salary for the NEOs remained unchanged from prior years, as follows:
The Company’s cumulative performance relative to target is calculated as a weighted average and treated as a multiplier. The multiplier is applied to the target payout so that if the Company achieved 100% of its targets, the participants would receive 100% of their annual incentives. Participants may earn from 0% up to a
maximum of 200% or 150% of their targeted annual incentives, based on their position, in accordance with the following sliding scale, which illustrates the interpolation of payouts within the ranges:
| % Target Achievement | | | Target % Multiplier | | |||
| 105% or Higher | | | | | 200% | | |
| 104% | | | | | 180% | | |
| 103% | | | | | 160% | | |
| 102% | | | | | 140% | | |
| 101% | | | | | 120% | | |
| 100% | | | | | 100% | | |
| 99% | | | | | 80% | | |
| 98% | | | | | 60% | | |
| 97% | | | | | 40% | | |
| 96% | | | | | 20% | | |
| 95% | | | | | 0% | | |
% Target Achievement | Target % Multiplier | Bonus as % of Base Salary | Target % Multiplier | Bonus as % of Base Salary | ||||||||||||||||
CEO | President, CFO and COO | SVP | ||||||||||||||||||
105% or Higher | 200 | % | 230 | % | 150 | % | 150 | % | 66 | % | ||||||||||
104% | 180 | % | 207 | % | 135 | % | 140 | % | 63 | % | ||||||||||
103% | 160 | % | 184 | % | 120 | % | 130 | % | 60 | % | ||||||||||
102% | 140 | % | 161 | % | 105 | % | 120 | % | 57 | % | ||||||||||
101% | 120 | % | 138 | % | 90 | % | 110 | % | 53 | % | ||||||||||
100% | 100 | % | 115 | % | 75 | % | 100 | % | 50 | % | ||||||||||
99% | 80 | % | 92 | % | 60 | % | 90 | % | 47 | % | ||||||||||
98% | 60 | % | 69 | % | 45 | % | 80 | % | 44 | % | ||||||||||
97% | 40 | % | 46 | % | 30 | % | 70 | % | 40 | % | ||||||||||
96% | 20 | % | 23 | % | 15 | % | 60 | % | 37 | % | ||||||||||
95% | 0 | % | 0 | % | 0 | % | 50 | % | 34 | % |
Payments under this program are contingent on continued employment at the time of payout, subject to the terms of any applicable employment agreements.
| | | | Adjusted Target(1) | | | Adjusted Results(1) | | | Actual Results as % of Target | | | Weighting | | | Target Achievement | |
| EBITDA | | | $1,719.0M | | | $1,905.2M | | | 110.8% | | | 20% | | | 22.2% | |
| EBIT | | | $937.2M | | | $1,077.7M | | | 115.0% | | | 20% | | | 23.0% | |
| EBIT Margin | | | 15.9% | | | 17.6% | | | 111.0% | | | 30% | | | 33.3% | |
| CFFO Margin | | | 25.6% | | | 28.5% | | | 111.3% | | | 30% | | | 33.4% | |
| OVERALL ACHIEVEMENT | | | | | | | | | | | | | | | 111.9% | |
Adjusted Target(1) | Actual Results(1) | Actual Results as % of Target | Weighting | Target Achievement | ||||||||||||||||
EBITDA | $1,376.1M | $1,460.5M | 106.1% | 20% | 21.2% | |||||||||||||||
EBIT | $759.7M | $816.3M | 107.4% | 20% | 21.5% | |||||||||||||||
EBIT Margin | 17.0% | 17.6% | 104.0% | 30% | 31.2% | |||||||||||||||
CFFO Margin | 25.4% | 26.5% | 104.6% | 30% | 31.4% | |||||||||||||||
Overall Achievement | 105.3% |
| Name | | | Earned Incentive % of Eligible Base Salary(1) | | | Paid Incentive % of Eligible Base Salary(1) | | | Incentive Paid as % Earned | |
| Worthing F. Jackman(2) | | | 300% | | | 260% | | | 87% | |
| Mary Anne Whitney | | | 180% | | | 180% | | | 100% | |
| Darrell W. Chambliss | | | 180% | | | 180% | | | 100% | |
| Patrick J. Shea | | | 180% | | | 180% | | | 100% | |
| James M. Little | | | 180% | | | 180% | | | 100% | |
On
Beginning in 2015, grants of RSUs made to our NEOs andrights or any other corporate officers include a one-year performance hurdle based upon achievementrights of a target amount of free cash flow as a percentage of revenue, or FCF margin, for the fiscal year in which the grant is made. The Compensation Committee continues to believe this metric is a key driver of value creation. Only if we satisfy this performance target for the year in which the grant is made will such grants then continue to vest over a multi-year time-based schedule. Our NEOs’ 2017 annual RSU awards were granted on February 24, 2017.
shareholder.
| | | | 3-Year ROIC Improvement | | | Annual Free Cash Flow/Share Growth | |
| Threshold (0% pay-out) | | | 25 basis points | | | 2.0% | |
| Minimum (50% pay-out) | | | 75 basis points | | | 4.0% | |
| Target (100% pay-out) | | | 125 basis points | | | 6.0% | |
| Maximum (200% pay-out) | | | 175 basis points | | | 10.0% | |
the S&P 500 companies is above the 75th percentile. The Compensation Committee selected these metrics because it believes they are critical drivers of sustained value creation over the longer term and align with the interests of shareholders.
rights or any other rights of a shareholder.
2021.
As a risk mitigation provision,
| Name | | | Target Amount of PSUs | | | Common Shares Earned | | | Common Shares Earned as % Target | |
| Worthing F. Jackman | | | 9,415 | | | 0 | | | 0% | |
| Mary Anne Whitney | | | 3,512 | | | 0 | | | 0% | |
| Darrell W. Chambliss | | | 5,439 | | | 0 | | | 0% | |
| Patrick J. Shea | | | 3,708 | | | 0 | | | 0% | |
| James M. Little | | | 3,659 | | | 0 | | | 0% | |
impacts to revenue, adjusted EBITDA, or adjusted free cash flow or the resulting impacts over the three-year measurement period.
Once a corporate officer has acquired a number of Common Shares that satisfies the ownership multiple then applicable to him or her, such number of sharesCommon Shares then becomes his or her minimum ownership requirement (even if the officer’s salary increases or the fair market value of such Common Shares subsequently changes) until he or she is promoted to a higher level. Notwithstanding the foregoing, once an individual is determined to be in compliance with the share ownership guidelines as of the assessment date, he or she shall be deemed to remain in compliance, regardless of any subsequent share price fluctuations, as long as such individual maintains ownership of at least the same number of Common Shares as that required as of the assessment date for which he or she was previously compliant.
Annual Meeting & Proxy Statement
43and Compensation Information
401(k) Plan.
Deferred Compensation Plan. are subject to certain deferral limitations imposed by the IRC on 401(k) plans and, when made, are 100% vested.
Other.
are designed to help us attract and retain employees as we compete for talented individuals in the marketplace, where such benefits are commonly offered. We also offer limited additional benefits to select employees, such as payment for annual physical examinations, reimbursement of certain club dues and financial planning services, and personal use at times of a private aircraft.
aircraft if approved by the CEO.
unless pre-authorized to do so in certain limited situations.
The Compensation Committee believes that the Company’s current and Old Waste Connections’ historic successes are due in large part to thetothe leadership, skills and performance of the NEOs, and that it is critical to maintain the stability of the Company by
| | | | 2018 | | | 2021 | | ||||||
| Adjusted Free Cash Flow* | | | | $ | 879.9 | | | | | $ | 1,009.5 | | |
| Diluted shares outstanding as of year-end | | | | | 264.4 | | | | | | 261.7 | | |
| Adjusted free cash flow per share(1) | | | | $ | 3.33 | | | | | $ | 3.86 | | |
| | | | 2018 | | | 2021 | | ||||||
| Adjusted EBITDA* | | | | $ | 1,566.4 | | | | | $ | 1,916.3 | | |
| Less: depreciation | | | | | (572.7) | | | | | | (673.7) | | |
| Less: taxes(2) | | | | | (224.6) | | | | | | (247.3) | | |
| Tax-effected EBITA | | | | | 769.1 | | | | | | 995.3 | | |
| Average total capital(3) | | | | $ | 9,796.7 | | | | | $ | 11,291.0 | | |
| Return on Invested capital | | | | | 7.85% | | | | | | 8.82% | | |
Proxy Statement.
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Share Based Awards ($)(2) | | | Option Based Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||||||||
| Worthing F. Jackman President and Chief Executive Officer | | | | | 2021 | | | | | | 900,000 | | | | | | — | | | | | | 3,723,139 | | | | | | — | | | | | | 2,570,000 | | | | | | — | | | | | | 90,728 | | | | | | 7,283,867 | | |
| | | 2020 | | | | | | 888,462 | | | | | | — | | | | | | 2,953,395 | | | | | | — | | | | | | 1,125,000 | | | | | | — | | | | | | 72,464 | | | | | | 5,039,321 | | | |||
| | | 2019 | | | | | | 716,792 | | | | | | — | | | | | | 1,559,501 | | | | | | — | | | | | | 1,102,500 | | | | | | — | | | | | | 29,581 | | | | | | 3,408,374 | | | |||
| Mary Anne Whitney Executive Vice President and Chief Financial Officer | | | | | 2021 | | | | | | 544,231 | | | | | | — | | | | | | 1,290,414 | | | | | | — | | | | | | 1,019,700 | | | | | | — | | | | | | 36,189 | | | | | | 2,890,534 | | |
| | | 2020 | | | | | | 493,077 | | | | | | — | | | | | | 872,004 | | | | | | — | | | | | | 468,000 | | | | | | — | | | | | | 46,427 | | | | | | 1,879,508 | | | |||
| | | 2019 | | | | | | 425,692 | | | | | | — | | | | | | 581,728 | | | | | | — | | | | | | 343,000 | | | | | | — | | | | | | 26,723 | | | | | | 1,377,143 | | | |||
| Darrell W. Chambliss Executive Vice President and Chief Operating Officer | | | | | 2021 | | | | | | 553,500 | | | | | | — | | | | | | 1,397,400 | | | | | | — | | | | | | 1,029,600 | | | | | | — | | | | | | 34,886 | | | | | | 3,015,386 | | |
| | | 2020 | | | | | | 540,370 | | | | | | — | | | | | | 1,110,767 | | | | | | — | | | | | | 472,000 | | | | | | — | | | | | | 42,441 | | | | | | 2,165,578 | | | |||
| | | 2019 | | | | | | 514,356 | | | | | | — | | | | | | 900,916 | | | | | | — | | | | | | 451,000 | | | | | | — | | | | | | 26,238 | | | | | | 1,892,510 | | | |||
| Patrick J. Shea Executive Vice President, General Counsel and Secretary | | | | | 2021 | | | | | | 457,923 | | | | | | — | | | | | | 1,132,331 | | | | | | — | | | | | | 853,200 | | | | | | — | | | | | | 42,800 | | | | | | 2,486,254 | | |
| | | 2020 | | | | | | 440,673 | | | | | | — | | | | | | 905,846 | | | | | | — | | | | | | 390,000 | | | | | | — | | | | | | 39,768 | | | | | | 1,776,287 | | | |||
| | | 2019 | | | | | | 419,475 | | | | | | — | | | | | | 614,193 | | | | | | — | | | | | | 368,000 | | | | | | — | | | | | | 30,889 | | | | | | 1,432,557 | | | |||
| James M. Little Executive Vice President – Engineering and Disposal | | | | | 2021 | | | | | | 445,731 | | | | | | — | | | | | | 1,101,592 | | | | | | — | | | | | | 828,000 | | | | | | — | | | | | | 39,354 | | | | | | 2,414,677 | | |
| | | 2020 | | | | | | 434,774 | | | | | | — | | | | | | 892,766 | | | | | | — | | | | | | 380,000 | | | | | | — | | | | | | 38,872 | | | | | | 1,746,412 | | | |||
| | | 2019 | | | | | | 414,481 | | | | | | — | | | | | | 606,077 | | | | | | — | | | | | | 363,000 | | | | | | — | | | | | | 27,154 | | | | | | 1,410,712 | | |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Share Based Awards ($)(2) | Option Based Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | Total Excluding Acquisition- Related Items ($) | ||||||||||||||||||||||||||||||
Ronald J. Mittelstaedt Chief Executive Officer and Chairman | 2017 | 946,638 | — | 2,228,662 | — | 2,228,700 | — | 37,774 | 5,441,774 | 5,441,774 | ||||||||||||||||||||||||||||||
2016 | 969,000 | — | 2,036,120 | — | 3,423,294 | (3) | — | 5,533,034 | 11,961,448 | 4,974,513(5) | ||||||||||||||||||||||||||||||
2015 | 1,006,269 | — | 2,582,570 | — | 1,092,063 | — | 55,204 | 4,736,106 | 4,736,106 | |||||||||||||||||||||||||||||||
Worthing F. Jackman Executive Vice President and Chief Financial Officer | 2017 | 556,953 | — | 993,641 | — | 900,000 | — | 21,097 | 2,471,691 | 2,471,691 | ||||||||||||||||||||||||||||||
2016 | 524,081 | — | 825,012 | — | 1,536,000 | (3) | — | 1,375,094 | 4,260,187 | 2,131,356 | (5) | |||||||||||||||||||||||||||||
2015 | 530,529 | 200,000 | 1,024,431 | — | 367,500 | — | 56,464 | 2,178,924 | 2,178,924 | |||||||||||||||||||||||||||||||
Steven F. Bouck President | 2017 | 642,611 | — | 1,140,763 | — | 1,020,000 | — | 18,586 | 2,821,960 | 2,821,960 | ||||||||||||||||||||||||||||||
2016 | 636,055 | — | 956,317 | — | 2,292,000 | (3) | — | 1,402,309 | 5,286,681 | 2,469,263 | (5) | |||||||||||||||||||||||||||||
2015 | 645,923 | — | 1,243,305 | — | 457,170 | — | 14,870 | 2,361,268 | 2,361,268 | |||||||||||||||||||||||||||||||
Darrell W. Chambliss Executive Vice President and Chief Operating Officer | 2017 | 486,452 | — | 864,800 | — | 772,500 | — | 15,046 | 2,138,798 | 2,138,798 | ||||||||||||||||||||||||||||||
2016 | 477,975 | — | 701,990 | — | 1,369,000 | (3) | — | 1,433,543 | 3,982,508 | 1,845,602 | (5) | |||||||||||||||||||||||||||||
2015 | 483,842 | — | 934,279 | — | 335,160 | — | 12,040 | 1,765,321 | 1,765,321 | |||||||||||||||||||||||||||||||
Patrick J. Shea Senior Vice President, General Counsel and Secretary | 2017 | 393,178 | — | 582,316 | — | 280,000 | — | 22,443 | 1,277,937 | 1,277,937 | ||||||||||||||||||||||||||||||
2016 | 378,361 | — | 471,932 | — | 703,000 | (3) | — | 540,854 | 2,094,147 | 1,126,763 | (5) | |||||||||||||||||||||||||||||
2015 | 382,885 | 32,263 | 608,199 | — | 182,737 | — | 40,547 | 1,246,631 | 1,246,631 |
Components of Annual Share Awards | ||||||||
Name | Value of Restricted Stock Units ($) | Value of Performance-Based Restricted Share Units ($) | ||||||
Ronald J. Mittelstaedt | 1,448,630 | 780,032 | ||||||
Worthing F. Jackman | 645,893 | 347,748 | ||||||
Steven F. Bouck | 741,490 | 399,273 | ||||||
Darrell W. Chambliss | 562,114 | 302,686 | ||||||
Patrick J. Shea | 378,488 | 203,828 |
| | | | Components of Annual Share Awards | | |||
| Name | | | Value of Annual Restricted Share Units ($) | | | Value of Performance-Based Restricted Share Units ($) | |
| Worthing F. Jackman | | | 1,861,569 | | | 1,861,569 | |
| Mary Anne Whitney | | | 645,207 | | | 645,207 | |
| Darrell W. Chambliss | | | 698,700 | | | 698,700 | |
| Patrick J. Shea | | | 566,165 | | | 566,165 | |
| James M. Little | | | 550,796 | | | 550,796 | |
Components of Fiscal Year 2016 Non-Equity Incentive Plan Compensation | ||||||||||||
Name | Awards Under MICP ($) | Awards Under Synergy Bonus Program ($) | Total ($) | |||||||||
Ronald J. Mittelstaedt | 1,939,000 | 1,484,294 | 3,423,294 | |||||||||
Worthing F. Jackman | 751,000 | 785,000 | 1,536,000 | |||||||||
Steven F. Bouck | 862,000 | 1,430,000 | 2,292,000 | |||||||||
Darrell W. Chambliss | 653,000 | 716,000 | 1,369,000 | |||||||||
Patrick J. Shea | 253,000 | 450,000 | 703,000 |
Name | Matching Contributions to 401(k) ($) | Company Contributions Under Nonqualified Deferred Compensation Plan ($) | Life Insurance Premiums Paid by Company(a) ($) | Professional Association Dues ($) | Club Dues ($) | Personal Use of Corporate Aircraft Incidental to Business Function ($) | Purely Personal Use of Corporate Aircraft ($) | Total All “Other” Compensation ($) | ||||||||||||||||||||||||
Ronald J. Mittelstaedt | — | — | 3,898 | 467 | 8,301 | 880 | 24,228 | 37,774 | ||||||||||||||||||||||||
Worthing F. Jackman | — | 9,000 | 3,730 | — | 8,301 | 66 | — | 21,097 | ||||||||||||||||||||||||
Steven F. Bouck | 484 | 8,516 | 5,067 | 1,374 | 3,061 | 84 | — | 18,586 | ||||||||||||||||||||||||
Darrell W. Chambliss | 1,148 | 7,852 | 5,520 | 467 | — | 59 | — | 15,046 | ||||||||||||||||||||||||
Patrick J. Shea | 4,050 | 4,950 | 2,905 | 2,197 | 8,301 | 40 | — | 22,443 |
| Name | | | Matching Contributions to 401(k) ($) | | | Company Contributions Under Nonqualified Deferred Compensation Plan ($) | | | Life Insurance Premiums Paid by Company(a) ($) | | | Professional Association Dues ($) | | | Tax Preparation Expenses ($) | | | Club Dues ($) | | | Personal Use of Corporate Aircraft Incidental to Business Function ($) | | | Purely Personal Use of Corporate Aircraft ($) | | | Total All “Other” Compensation ($) | | |||||||||||||||||||||||||||
| Worthing F. Jackman | | | | | — | | | | | | 14,500 | | | | | | 4,292 | | | | | | 487 | | | | | | 3,763 | | | | | | 16,238 | | | | | | 329 | | | | | | 51,119 | | | | | | 90,728 | | |
| Mary Anne Whitney | | | | | 14,500 | | | | | | — | | | | | | 3,705 | | | | | | — | | | | | | 4,250 | | | | | | 13,734 | | | | | | — | | | | | | — | | | | | | 36,189 | | |
| Darrell W. Chambliss | | | | | 14,500 | | | | | | — | | | | | | 6,679 | | | | | | 1,250 | | | | | | — | | | | | | 12,292 | | | | | | 165 | | | | | | — | | | | | | 34,899 | | |
| Patrick J. Shea | | | | | 14,500 | | | | | | — | | | | | | 2,535 | | | | | | 1,546 | | | | | | 3,950 | | | | | | 14,292 | | | | | | 170 | | | | | | 5,807 | | | | | | 42,800 | | |
| James M. Little | | | | | 14,500 | | | | | | — | | | | | | 4,261 | | | | | | — | | | | | | — | | | | | | 16,238 | | | | | | — | | | | | | 4,355 | | | | | | 39,354 | | |
The table below sets forth the details of the Synergy Bonus Program amounts and the excise tax gross-up payments.
Name | Excise Tax Gross-Up Payment ($) | Awards Under Synergy Bonus Program ($) | Total ($) | |||||||||
Ronald J. Mittelstaedt | 5,502,641 | 1,484,294 | 6,986,935 | |||||||||
Worthing F. Jackman | 1,343,831 | 785,000 | 2,128,831 | |||||||||
Steven F. Bouck | 1,387,418 | 1,430,000 | 2,817,418 | |||||||||
Darrell W. Chambliss | 1,420,906 | 716,000 | 2,136,906 | |||||||||
Patrick J. Shea | 517,384 | 450,000 | 967,384 |
Jackman.
employees whose compensation is determined by the agency and who are not considered our employees for purposes of the pay ratio calculation. Salaries were annualized for those full time employees not employed for the full year of 2017.
The following table summarizes the amountnumber of awards under the MICP and equity awards granted to our NEOs by the Company in 2017.
Name | Award Type(1) | Grant Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Share Awards: Number of Common Shares or Units (#)(3) | Grant Date Fair Value of Share Awards ($)(4) | ||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
Ronald J. Mittelstaedt | RSU | 2/24/17 | — | — | — | — | — | — | 24,882 | 1,448,630 | ||||||||||||||||||||||||||||||
PSU | 2/24/17 | — | — | — | 3,349 | 13,398 | 33,495 | — | 1,560,063 | (5) | ||||||||||||||||||||||||||||||
MICP | — | 222,870 | 1,114,350 | 2,228,700 | — | — | — | — | — | |||||||||||||||||||||||||||||||
Worthing F. Jackman | RSU | 2/24/17 | — | — | — | — | — | — | 11,094 | 612,611 | ||||||||||||||||||||||||||||||
PSU | 2/24/17 | — | — | — | 1,493 | 5,973 | 14,932 | — | 695,496 | (5) | ||||||||||||||||||||||||||||||
MICP | — | 86,250 | 431,250 | 862,500 | — | — | — | — | — | |||||||||||||||||||||||||||||||
Steven F. Bouck | RSU | 2/24/17 | — | — | — | — | — | — | 12,736 | 741,490 | ||||||||||||||||||||||||||||||
PSU | 2/24/17 | — | — | — | 1,714 | 6,858 | 17,145 | — | 798,546 | (5) | ||||||||||||||||||||||||||||||
MICP | — | 99,000 | 495,000 | 990,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||
Darrell W. Chambliss | RSU | 2/24/17 | — | — | — | — | — | — | 9,655 | 562,114 | ||||||||||||||||||||||||||||||
PSU | 224/17 | — | — | — | 1,299 | 5,199 | 12,997 | — | 605,372 | (5) | ||||||||||||||||||||||||||||||
MICP | — | 75,000 | 375,000 | 750,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||
Patrick J. Shea | RSU | 2/24/17 | — | — | — | — | — | — | 6,501 | 378,488 | ||||||||||||||||||||||||||||||
PSU | 2/24/17 | — | — | — | 875 | 3,501 | 8,752 | — | 407,656 | (5) | ||||||||||||||||||||||||||||||
MICP | — | 137,700 | 202,500 | 267,300 | — | — | — | — | — |
| | | | | | | | | | | | | | | | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Share Awards: Number of Common Shares or Units (#)(3) | | | Grant Date Fair Value of Share Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||
| Name | | | Award Type(1) | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||
| Worthing F. Jackman | | | | | RSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,653 | | | | | | 1,861,569 | | |
| | | PSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 18,653 | | | | | | 46,632 | | | | | | — | | | | | | 1,861,569(5) | | | |||
| | | MICP | | | | | | — | | | | | | 297,000 | | | | | | 1,485,000 | | | | | | 2,970,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Mary Anne Whitney | | | | | RSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,465 | | | | | | 645,207 | | |
| | | PSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 6,465 | | | | | | 16,162 | | | | | | — | | | | | | 645,207(5) | | | |||
| | | MICP | | | | | | — | | | | | | 101,970 | | | | | | 509,850 | | | | | | 1,019,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Darrell W. Chambliss | | | | | RSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,001 | | | | | | 698,700 | | |
| | | PSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 7,001 | | | | | | 17,502 | | | | | | — | | | | | | 698,700(5) | | | |||
| | | MICP | | | | | | — | | | | | | 102,960 | | | | | | 514,800 | | | | | | 1,029,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Patrick J. Shea | | | | | RSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,673 | | | | | | 566,165 | | |
| | | PSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 5,673 | | | | | | 14,182 | | | | | | — | | | | | | 566,165(5) | | | |||
| | | MICP | | | | | | — | | | | | | 85,320 | | | | | | 426,600 | | | | | | 853,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| James M. Little | | | | | RSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,519 | | | | | | 550,796 | | |
| | | PSU | | | | | | 2/19/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 5,519 | | | | | | 13,797 | | | | | | — | | | | | | 550,796(5) | | | |||
| | | MICP | | | | | | — | | | | | | 82,800 | | | | | | 414,000 | | | | | | 828,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Share Awards | ||||||||||||||||||||||||
Name | Award Type(1) | Grant Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | ||||||||||||||||||
Ronald J. Mittelstaedt | RSU | 02/13/14 | 17,082 | (2) | 1,211,797 | — | — | |||||||||||||||||
RSU | 02/12/15 | 33,346 | (3) | 2,365,565 | — | — | ||||||||||||||||||
RSU | 02/11/16 | 39,548 | (4) | 2,805,535 | — | — | ||||||||||||||||||
RSU | 02/24/17 | 24,882 | (5) | 1,765,129 | — | — | ||||||||||||||||||
PSU | 02/24/17 | — | — | 13,398 | 950,454 | |||||||||||||||||||
Worthing F. Jackman | RSU | 02/13/14 | 6,610 | (2) | 468,913 | — | — | |||||||||||||||||
RSU | 02/12/15 | 13,228 | (3) | 938,394 | — | — | ||||||||||||||||||
RSU | 02/11/16 | 16,024 | (4) | 1,136,743 | — | — | ||||||||||||||||||
RSU | 02/24/17 | 11,094 | (5) | 787,008 | — | — | ||||||||||||||||||
PSU | 02/24/17 | — | — | 5,973 | 423,725 | |||||||||||||||||||
Steven F. Bouck | RSU | 02/13/14 | 8,221 | (2) | 583,197 | — | — | |||||||||||||||||
RSU | 02/12/15 | 16,054 | (3) | 1,138,871 | — | — | ||||||||||||||||||
RSU | 02/11/16 | 18,575 | (4) | 1,317,711 | — | — | ||||||||||||||||||
RSU | 02/24/17 | 12,736 | (5) | 903,492 | — | — | ||||||||||||||||||
PSU | 02/24/17 | — | — | 6,858 | 486,507 | |||||||||||||||||||
Darrell W. Chambliss | RSU | 02/13/14 | 6,028 | (2) | 427,626 | — | — | |||||||||||||||||
RSU | 02/12/15 | 12,064 | (3) | 855,820 | — | — | ||||||||||||||||||
RSU | 02/11/16 | 13,635 | (4) | 967,267 | — | — | ||||||||||||||||||
RSU | 02/24/17 | 9,655 | (5) | 684,926 | — | — | ||||||||||||||||||
PSU | 02/24/17 | — | — | 5,199 | 368,817 | |||||||||||||||||||
Patrick J. Shea | RSU | 02/13/14 | 3,042 | (2) | 215,799 | — | — | |||||||||||||||||
RSU | 02/12/15 | 7,852 | (3) | 557,021 | — | — | ||||||||||||||||||
RSU | 02/11/16 | 9,166 | (4) | 650,236 | — | — | ||||||||||||||||||
RSU | 02/24/17 | 6,501 | (5) | 461,181 | — | — | ||||||||||||||||||
PSU | 02/24/17 | — | — | 3,501 | 248,361 |
| | | | | | | | | | | | | | | | Share Awards | | |||||||||||||||||||||
| Name | | | Award Type(1) | | | Grant Date | | | Number of Shares or Units That Have Not Vested (#) | | | Market Value of Shares or Units That Have Not Vested ($)(6) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | ||||||||||||||||||
| Worthing F. Jackman | | | | | RSU | | | | | | 02/20/18 | | | | | | 2,427(2) | | | | | | 330,727 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 02/15/19 | | | | | | 4,707(3) | | | | | | 641,423 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/14/20 | | | | | | 10,669(4) | | | | | | 1,453,865 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/19/21 | | | | | | 18,653(5) | | | | | | 2,541,844 | | | | | | — | | | | | | — | | | |||
| | | PSU | | | | | | 02/15/19 | | | | | | — | | | | | | — | | | | | | 9,415 | | | | | | 1,282,982 | | | |||
| | | PSU | | | | | | 02/14/20 | | | | | | — | | | | | | — | | | | | | 14,225 | | | | | | 1,938,441 | | | |||
| | | PSU | | | | | | 02/19/21 | | | | | | — | | | | | | — | | | | | | 18,653 | | | | | | 2,541,844 | | | |||
| Mary Anne Whitney | | | | | RSU | | | | | | 02/20/18 | | | | | | 1,013(2) | | | | | | 138,042 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 02/15/19 | | | | | | 1,756(3) | | | | | | 239,290 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/14/20 | | | | | | 3,150(4) | | | | | | 429,251 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/19/21 | | | | | | 6,465(5) | | | | | | 880,986 | | | | | | — | | | | | | — | | | |||
| | | PSU | | | | | | 02/15/19 | | | | | | — | | | | | | — | | | | | | 3,512 | | | | | | 478,580 | | | |||
| | | PSU | | | | | | 02/14/20 | | | | | | — | | | | | | — | | | | | | 4,200 | | | | | | 572,334 | | | |||
| | | PSU | | | | | | 02/19/21 | | | | | | — | | | | | | — | | | | | | 6,465 | | | | | | 880,986 | | | |||
| Darrell W. Chambliss | | | | | RSU | | | | | | 02/20/18 | | | | | | 2,085(2) | | | | | | 284,123 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 02/15/19 | | | | | | 2,719(3) | | | | | | 370,518 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/14/20 | | | | | | 4,013(4) | | | | | | 546,852 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/19/21 | | | | | | 7,001(5) | | | | | | 954,026 | | | | | | — | | | | | | — | | | |||
| | | PSU | | | | | | 02/15/19 | | | | | | — | | | | | | — | | | | | | 5,439 | | | | | | 741,173 | | | |||
| | | PSU | | | | | | 02/14/20 | | | | | | — | | | | | | — | | | | | | 5,350 | | | | | | 729,045 | | | |||
| | | PSU | | | | | | 02/19/21 | | | | | | — | | | | | | — | | | | | | 7,001 | | | | | | 954,026 | | | |||
| Patrick J. Shea | | | | | RSU | | | | | | 02/20/18 | | | | | | 1,418(2) | | | | | | 193,231 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 02/15/19 | | | | | | 1,854(3) | | | | | | 252,645 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/14/20 | | | | | | 3,272(4) | | | | | | 445,875 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/19/21 | | | | | | 5,673(5) | | | | | | 773,060 | | | | | | — | | | | | | — | | | |||
| | | PSU | | | | | | 02/15/19 | | | | | | — | | | | | | — | | | | | | 3,708 | | | | | | 505,289 | | | |||
| | | PSU | | | | | | 02/14/20 | | | | | | — | | | | | | — | | | | | | 4,363 | | | | | | 594,546 | | | |||
| | | PSU | | | | | | 02/19/21 | | | | | | — | | | | | | — | | | | | | 5,673 | | | | | | 773,060 | | | |||
| James M. Little | | | | | RSU | | | | | | 02/20/18 | | | | | | 1,402(2) | | | | | | 191,051 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 02/15/19 | | | | | | 1,829(3) | | | | | | 249,238 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/14/20 | | | | | | 3,225(4) | | | | | | 439,471 | | | | | | — | | | | | | — | | | |||
| | | RSU | | | | | | 02/19/21 | | | | | | 5,519(5) | | | | | | 752,074 | | | | | | — | | | | | | — | | | |||
| | | PSU | | | | | | 02/15/19 | | | | | | — | | | | | | — | | | | | | 3,659 | | | | | | 498,612 | | | |||
| | | PSU | | | | | | 02/14/20 | | | | | | — | | | | | | — | | | | | | 4,300 | | | | | | 585,961 | | | |||
| | | PSU | | | | | | 02/19/21 | | | | | | — | | | | | | — | | | | | | 5,519 | | | | | | 752,074 | | |
| | | | Share Awards | | |||
| Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | |
| Worthing F. Jackman | | | 15,972 | | | 1,588,161 | |
| Mary Anne Whitney | | | 5,868 | | | 583,727 | |
| Darrell W. Chambliss | | | 11,373 | | | 1,131,015 | |
| Patrick J. Shea | | | 7,904 | | | 786,029 | |
| James M. Little | | | 7,803 | | | 775,986 | |
Share Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||
Ronald J. Mittelstaedt | 56,208 | 3,050,522 | ||||||
Worthing F. Jackman | 24,238 | 1,323,308 | ||||||
Steven F. Bouck | 31,599 | 1,733,632 | ||||||
Darrell W. Chambliss | 23,661 | 1,299,033 | ||||||
Patrick J. Shea | 13,704 | 750,225 |
The following table summarizes the participation of our NEOs during 20172021 in our Nonqualified Deferred Compensation Plan, which is our only plan that provides for the deferral of compensation on a basis that is not tax-qualified.
| Name | | | Executive Contributions in Last Fiscal Year ($)(1) | | | Registrant Contributions in Last Fiscal Year ($)(1) | | | Aggregate Earnings in Last Fiscal Year ($)(2) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last Fiscal Year End ($)(3) | |
| Worthing F. Jackman | | | 39,250 | | | 14,250 | | | 36,105 | | | (65,113) | | | 226,583 | |
| Mary Anne Whitney | | | 27,212 | | | — | | | 190,593 | | | (194,796) | | | 1,369,156 | |
| Darrell W. Chambliss | | | — | | | — | | | 310,596 | | | (467,109) | | | 5,693,251 | |
| Patrick J. Shea | | | 48,158 | | | — | | | 134,607 | | | — | | | 909,150 | |
| James M. Little | | | — | | | — | | | 117,058 | | | — | | | 940,635 | |
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | |||||||||||||||
Ronald J. Mittelstaedt | 527,211 | — | 3,413,489 | — | 18,336,062 | |||||||||||||||
Worthing F. Jackman | 521,933 | 9,000 | 162,212 | (1,977,424 | ) | 193,717 | ||||||||||||||
Steven F. Bouck | 37,250 | 8,516 | 28,204 | — | 1,918,346 | |||||||||||||||
Darrell W. Chambliss | 71,522 | 7,852 | 995,081 | — | 4,264,950 | |||||||||||||||
Patrick J. Shea | 33,813 | 4,950 | 75,980 | — | 425,345 |
(1) Amounts in these columns represent base salary and cash annual incentive each NEO elected to defer and our annual matching contributions in lieu of matching contributions under our 401(k) plan. Contributions by |
the returns of various mutual funds or measurement funds selected by the participant. RSUs that were previously deferred are credited as Common Shares, which had a 2017 annual rate of return of approximately 36.5%. The earnings on an employee’s deferred compensation may exceed or fall short of market rate returns, depending on the performance of the funds selected compared to the markets in general.
In addition, during 2017, the Company amended the Nonqualified Deferred Compensation Plan to allow any participant who has attained age 55, previously elected to defer RSUs, and also elected to have his or her deferred RSUs distributed as a series of installment payments, to elect to have some or all of the portion of the participant’s account credited with RSUs instead credited with an investment in one or more of the measurement funds provided under the plan’s terms. The Company made this amendment to enable participants with deferred RSUs and who were approaching retirement age to diversify their investments within the plan.
Name of Investment Option | | | Rate of Return in | | |
American Century VP Mid Cap Value I | | | |||
| American Funds IS International 2 | | | -1.50% | |
| Legg Mason Partners Clearbridge Small Cap Growth | | | 12.61% | |
| BNY Mellon IP Small Cap Stock Index Svc | | | 26.14% | |
| Franklin Rising Dividends | | | ||
| Franklin Small Cap Value | | | ||
Ivy | | | |||
| Janus | | | ||
Janus Henderson VIT Enterprise Svc | | | |||
MFS International Growth | | | |||
| MFS VIT II International Intrinsic Value | | | 10.28% | |
| MFS VIT Value Svc | | | 25.16% | |
| NVIT Mid Cap Index I | | | 24.26% | |
| PIMCO VIT Real return Admin | | | 5.55% | |
| Pioneer Bond VCT | | | ||
T. Rowe Price Limited-Term Bond | | | |||
VanEck VIP Emerging Markets Initial | | | |||
VanEck VIP Global Hard Assets Initial | | | |||
Vanguard VIF Capital Growth | | | |||
| | ||||
| Vanguard VIF REIT Index | | | 40.21% | |
financial emergency. Optional distribution dates must be a January 1 (March 1 for deferred RSUs) that is at least three years after the end of the plan
The following is a summary of all of our equity compensation plans and individual arrangements that provide for the issuance of equity securities as compensation, as of December 31, 2017.
| | | | (a) | | | (b) | | | (c) | | |||||||||
| Equity Compensation Plan Category | | | Number of securities to be issued upon exercise of outstanding warrants and rights | | | Weighted average exercise price of outstanding warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |||||||||
| Approved by shareholders(1) | | | | | 1,933,004(2) | | | | | $ | 104.82(3) | | | | | | 4,066,471(4) | | |
| Not approved by shareholders | | | | | — | | | | | | — | | | | | | — | | |
| TOTAL | | | | | 1,933,004 | | | | | $ | 104.82(3) | | | | | | 4,066,471 | | |
Equity Compensation Plan Category | (a) Number of securities to be issued upon exercise of outstanding warrants and rights | (b) Weighted-average exercise price of outstanding warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
Approved by shareholders(1) | 2,045,951 | (2) | $ | 42.43 | (3) | 6,765,372(4) | ||||||
Not approved by shareholders | — | — | — | |||||||||
Total | 2,045,951 | $ | 42.43 | (3) | 6,765,372 |
Common Shares.
representing 0.152%0.331% of our Common Shares then issued and outstanding, 214,603392,043 PSUs outstanding, representing 0.081%0.151% of our Common Shares then issued and outstanding, 36,737578,405 Warrants outstanding, representing 0.014%0.222% of our Common Shares
OurDuring 2021, our NEOs are entitledwere eligible to certain paymentsreceive separation benefits and benefits upon qualifying terminations of employment and, in certain cases, a change in control payments pursuant to the participation letter agreements under the Separation Benefits Plans or an employment agreement, the grant agreements under our 2016 Plan the grant agreements under our 2014 Incentive Award Planthat were entered into on July 25, 2019, for Messrs. Jackman, Chambliss, Shea and the grant agreements under our Third AmendedLittle, and Restated 2004 Equity Incentive Plan.February 1, 2021 for Ms. Whitney. The following discussion assumes that a termination or resignation of employment occurred on December 31, 2021, as applicable, and describes the terms of these payments and benefits and the circumstances in which they will be paid or provided.
CEO Separation Benefits Plan. Mr. Mittelstaedt is eligible to receive severance benefits and change in control payments pursuant to the CEO Separation Benefits Plan.
Upon a termination by us without cause or resignation by Mr. Mittelstaedt for good reason within two years after a change in control, Mr. Mittelstaedt is entitled to receive a lump-sum cash payment equal to $7,500,000, payable on or within 60 days following the date of his termination and the Health Insurance Benefit. Further, the CEO Separation Benefits Plan includes a so-called “best pay” provision where payments and benefits provided on account of a change in control shall be made to Mr. Mittelstaedt in full or in such lesser amount as would result in no portion of the payments being subject to an excise tax under Section 280G and Section 4999 of the IRC, whichever of the foregoing amounts is greater on an after-tax basis.
In consideration of the severance benefits under the CEO Separation Benefits Plan, Mr. Mittelstaedt must abide by certain restrictive covenants in the CEO Separation Benefits Plan, including a commitment by Mr. Mittelstaedt not to compete in restricted territory with our competitors and not to solicit our customers or employees (with a few limited exceptions with respect to certain of our executive officers) for 12 months following the date of Mr. Mittelstaedt’s termination of employment. Additionally, in the event of certain terminations of employment, Mr. Mittelstaedt is eligible to receive an amount equal to $7,000,000 in a lump sum on the first anniversary of the date of his termination if the Company determines, in its discretion, to extend the post-termination restrictive covenant period from 12 months to 24 months after his termination of employment. As a condition to his receipt of any severance benefits, Mr. Mittelstaedt is required to release and waive all claims against the Company and its subsidiaries, subject to certain exceptions.
On December 17, 2015, Old Waste Connections and Mr. Mittelstaedt amended the CEO Separation Benefits Plan to override the single trigger change in control provisions in our equity incentive award agreements with Mr. Mittelstaedt so that unvested equity awards held by him are treated with the same double-trigger change in control provisions as the rest of his compensation in the event of a change in control followed by a termination of Mr. Mittelstaedt’s employment without cause or upon his disability or death, or a termination of his employment by Mr. Mittelstaedt for good reason.
On February 13, 2018, Old Waste Connections and Mr. Mittelstaedt amended the CEO Separation Benefits Plan to make certain changes, including: (i) extending Mr. Mittelstaedt’s term of employment until February 13, 2023; (ii) providing that Mr. Mittelstaedt will continue to serve during that extended term as the Chairman and Chief Executive Officer of the Company and its subsidiaries, or, at his election, in the role of Executive Chairman of the Company’s Board of Directors; (iii) granting to Mr. Mittelstaedt a retention equity
award, with a grant date value of $9 million, subject to a three-year vesting schedule and a claw back provision if he voluntarily terminates his employment with Old Waste Connections without good reason; (iv) updating the non-competition and non-solicitation provisions to reflect the increase in scope of the Company’s business operations following the Progressive Waste acquisition; and (v) permitting the Company to recover from Mr. Mittelstaedt certain payments, which he may receive from Old Waste Connections in consideration for an extension of the term of Mr. Mittelstaedt’s non-competition provision, in the event he successfully challenges the scope of that provision. The Amendment also updates the terms of the CEO Severance Benefit Plan to (1) designate Texas law as the governing law, (2) narrow the scope of the Company’s recovery rights in the event of a breach of Mr. Mittelstaedt’s non-competition provision, and (3) accurately reflect the structure of the Company following the Progressive Waste acquisition.
Separation Benefits Plan for Other NEOs (other than Mr. Shea). Our NEOs, other than Messrs. Mittelstaedt and Shea, are eligible to receive certain separation benefits and change in control payments pursuant to the NEO Separation Benefits Plan. Under the terms of the NEO Separation Benefits Plan and their respective participation letter agreements, under the NEO Separation Benefits Plan, each of Ms. Whitney and Messrs. Bouck, Jackman, Chambliss, Little and Chambliss areShea is entitled to receive separation pay upon a termination by us without “cause” or resignation by such NEO for “good reason” prior to a change in control:control. The amount payable to Ms. Whitney and Messrs. Jackman, Chambliss, Shea and Little is: (i) a cash payment equal to $3,900,000 (for Mr. Bouck)2.99x of his or $3,300,000 (for each of Messrs. Jackmanher then-current base salary; and Chambliss), payable one-third on(ii) an amount equal to the target bonus for the year in which the termination dateoccurs, which is 125% of Mr. Jackman’s base salary at the time of termination, and provided that85% of Ms. Whitney’s and Messrs. Chambliss’, Shea’s and Little’s base salary at the applicable NEO has complied withtime of termination, payable in three equal installments over the non-competition and non-solicitation provisionstwo-year period following termination.
Messrs. Bouck, Jackman The Company would also pay to each NEO who is entitled to receive separation pay an amount equal to the Company’s portion (but not the NEO’s portion) of the cost of medical, dental and Chambliss areother health plan insurance for the NEO (and the NEO’s spouse and children) at the rate in effect on the date of termination for a period of two years from the date of termination (the “NEO Health Insurance Benefit”). As a condition to an NEO’s receipt of any severance benefits under the Separation Benefits Plan, the NEO is required to release and waive (and not revoke) all claims against the WCI Group. The Separation Benefits Plan defines “WCI Group” as the Company and each of its subsidiaries and affiliates.
Health Insurance Benefit.
diminution in such position, authority, duties or responsibilities; a substantial alteration in the title(s) of the NEO (so long as the existing corporate structure of the CompanyWCI Group is maintained); provided, however, that histhe NEO’s failure to be in the same position (including status, offices, titles, responsibilities and reporting requirements) with the ultimate parent of the Company will constitute “good reason”; (ii) the relocation of histhe NEO’s principal place of employment to a location more than fifty (50) miles from its present location without histhe NEO’s prior approval; (iii) a material reduction by the Company in histhe NEO’s total annual cash compensation (base and bonus) without histhe NEO’s prior approval; (iv) on or after a change in control, a material reduction by the Company in histhe NEO’s total annual compensation (base, bonus, and equity opportunities) without histhe NEO’s prior approval; (v) a failure by the CompanyWCI Group to continue in effect, without substantial change, any benefit plan or arrangement in which hethe NEO was participating or the taking of any action by the CompanyWCI Group which would adversely affect histhe NEO’s participation in or materially reduce histhe NEO’s benefits under any benefit plan (unless such changes apply equally to all other management employees of the Company); (vi) any material breach by the Company of any provision of the Separation Benefits PlansPlan without histhe NEO having committed any material breach of histhe NEO’s obligations hereunder,thereunder, which breach is not cured within twenty (20) days following written notice thereof to the Company of such breach; or (vii) the failure of the Company to obtain the assumption of the plan by any successor entity.
Employment Agreement with Mr. Shea. Old Waste Connections entered intoentity that causes the NEO to be employed by an employment agreement with Mr. Shea on February 1, 2008, and an amendment to the employment agreement on November 12, 2008, and which remained in effect following the completionentity that is not a member of the Progressive Waste acquisition (as amended, the “Shea Employment Agreement”). This agreement provides for certain payments to Mr. Shea in the event of his termination without cause (as defined below) or upon a change in control (as defined below) of the Company.
Under the Shea Employment Agreement, upon a termination by us without cause and upon a termination due to Mr. Shea’s disability or death, Mr. Shea is entitled to receive: (i) a lump sum payment in an amount equal to the lesser of (x) his base salary through the end of the then-current term under the Shea Employment Agreement and (y) one year of his base salary, generally to be paid on the date of termination; (ii) an amount equal to the prorated target bonus available to Mr. Shea under the Shea Employment Agreement and the MICP for the year in which the termination occurs, which is 50% of his base salary at the time of termination, to be paid in accordance with our normal payroll practices and not as a lump sum; (iii) full accelerated vesting of all of Mr. Shea’s outstanding but unvested share options, if any, and other rights relating to the Common Shares, including unvested RSUs; and (iv) with respect to any such share options and rights, an extended post-termination exercise period through the earlier of (A) the expiration of the term of such share options and rights or (B) the first anniversary of the date of termination. We will also pay to Mr. Shea an amount equal to the Company’s portion (but not Mr. Shea’s portion) of the cost of medical, dental and other health plan insurance for Mr. Shea, his wife and children at the rate in effect on the date of termination for a period of one year from the date of termination. In addition, upon a termination by us without cause, we will pay as incurred Mr. Shea’s expenses, up to $15,000, associated with career counseling and resume development.
For the purposes of the Shea Employment Agreement, a change in control of the Company is generally treated as a termination without cause of Mr. Shea, unless he elects in writing to waive the applicable provision of his employment agreement. Thus, upon a change in control of the Company, Mr. Shea will be entitled to receive the same payments and benefits as he would have upon a termination by us without cause as described above.
In addition, in the event of a change in control after which any previously outstanding share option or other right relating to our Common Shares fails to remain outstanding, Mr. Shea would be entitled to receive either: (i) a share option, warrant or other right to purchase that number of shares of the acquiring company (the “Successor Option”) that he would have received had he exercised his terminated New Waste Connections share options, warrants or rights immediately prior to the acquisition resulting in a change in control and received for the Common Shares acquired on exercise of such share options shares of the acquiring company in the change in control transaction such that the aggregate exercise price for the Common Shares covered by such share options would be the aggregate exercise price for the terminated New Waste Connections share options, warrants or rights; or (ii) a lump sum payment in an amount agreed to by Mr. Shea and the Company of at least, on an after-tax basis, the net after-tax gain he would have realized on
exercise of the Successor Option of the acquiring company had he been issued a Successor Option and sale of the underlying shares, payable within ten days after the consummation of the change in control.
In consideration of the payments and benefits provided for in the Shea Employment Agreement, Mr. Shea must abide by certain restrictive covenants in the Shea Employment Agreement, including a commitment by the NEO not to compete with the Company in a restricted territory for the earlier of: (i) the maximum period allowed under applicable law; and (ii) (aa) in the case of a change in control, until the first anniversary of the effective date of the change in control, (bb) in the case of a termination by the Company without cause, until the first anniversary of the date of termination, or (cc) in the case of termination for cause by the Company or by Mr. Shea, until the first anniversary of the date of termination. If the Company terminates Mr. Shea without cause, Mr. Shea may shorten the term of the covenant not to compete by the length of any period that Mr. Shea elects to waive his right to receive severance payments. Mr. Shea must abide by a commitment not to solicit our customers or employees for one year following the date of the termination of Mr. Shea’s employment or the effective date of a change in control (whichever is later).
For the purposes of the Separation Benefits Plans and the Shea Employment Agreement,Plan, “cause” is defined as: (i) a material breach of any of the terms of the agreement that is not immediately corrected following written noticeor any other agreement with the Company or any member of default specifying such breach;the WCI Group or any policy of the WCI Group; (ii) a breach of any of the provisions of the confidentiality, property, non-competition and non-solicitation provisions of the applicable agreement;Separation Benefits Plan; (iii) repeated intoxicationgross negligence or willful misconduct of a material nature in connection with alcohol or drugs while on company premises during its regular business hours to such a degree that, in the reasonable judgmentperformance of the other managers of the Company, the employee is abusive or incapable of performing his duties and responsibilities under the agreement;NEO’s duties; (iv) conviction of (or pleading guilty or no contest or nolo contendere to) a felony; or (v) an intentional act of dishonesty or misappropriation (or attempted misappropriation) of property belonging to the Company and/or any member of its affiliates.the WCI Group. Further, for the purposes of the Separation Benefits Plans and the Shea Employment Agreement,Plan, a “change in control” is deemed to have occurred if:
Third Amended and Restated 2004 Equity Incentive Plan. Pursuant to the grant
2014 Incentive Award Plan. Pursuant toCompany that owns all or substantially all of the grant agreements under our 2014 Incentive Award Plan, immediately uponWCI Group’s United States operations;
2016 Incentive Award Plan. Pursuant toCompany that owns all or substantially all of the grant agreements under our 2016 Plan, immediately upon a change in control, outstanding and unvested RSUs shall automatically vest in full, and the Common Shares subject to those vested RSUs shall be issued.
| | | | Termination for Cause | | | Termination Without Cause | | | Termination on Disability | | | Termination on Death | | | Termination by Employee For Good Reason | | | Termination by Employee Without Good Reason | | | Termination in Connection with Change in Control | | |||||||||||||||||||||
| Base Salary | | | | $ | —(1) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(1) | | | | | $ | — | | |
| Bonus | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —(2) | | | | | | — | | |
| Severance Payment | | | | | — | | | | | | 3,850,931(4) | | | | | | 3,850,931(4) | | | | | | 3,816,000(5) | | | | | | 3,850,931(4) | | | | | | — | | | | | | 3,850,931(4) | | |
| Unvested Share Options, Restricted Share Units and Other Equity in Company | | | | | —(3) | | | | | | 10,731,126(6) | | | | | | 10,731,126(6) | | | | | | 10,731,126(6) | | | | | | 10,731,126(6) | | | | | | —(3) | | | | | | 10,731,126(7) | | |
| TOTAL | | | | $ | — | | | | | $ | 14,582,057 | | | | | $ | 14,582,057 | | | | | $ | 14,547,126 | | | | | $ | 14,582,057 | | | | | $ | — | | | | | $ | 14,582,057 | | |
Termination for Cause or by Employee Without Good Reason Not Subject to Optional Restricted Period | Termination for Cause or by Employee Without Good Reason Subject to Optional Restricted Period | Termination Without Cause, on Disability or by Employee For Good Reason Not Subject to Optional Restricted Period | Termination Without Cause, on Disability or by Employee For Good Reason Subject to Optional Restricted Period | Termination on Death | Termination in Connection with Change in Control | |||||||||||||||||||
Base Salary | $ | — | (1) | $ | — | (1) | $ | — | (5) | $ | — | (5) | $ | — | (5) | $ | —(5) | |||||||
Bonus | — | (2) | — | (2) | — | (6) | — | (6) | — | (6) | — | (6) | ||||||||||||
Severance Payment | — | 7,000,000 | (4) | 7,562,471 | (7) | 14,562,471 | (9) | 7,562,471 | (7) | 7,562,471 | (7) | |||||||||||||
Unvested Share Options, Restricted Share Units and Other Equity in Company | — | (3) | — | (3) | 10,079,796 | (8) | 10,079,796 | (8) | 10,079,796 | (8) | 10,079,796 | (10) | ||||||||||||
TOTAL | $ | — | $ | 7,000,000 | $ | 17,642,267 | $ | 24,642,267 | $ | 17,642,267 | $ | 17,642,267 |
| | | | Termination for Cause | | | Termination Without Cause | | | Termination on Disability | | | Termination on Death | | | Termination by Employee For Good Reason | | | Termination by Employee Without Good Reason | | | Termination in Connection with Change in Control | | |||||||||||||||||||||
| Base Salary | | | | $ | —(1) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(1) | | | | | $ | — | | |
| Bonus | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —(2) | | | | | | — | | |
| Severance Payment | | | | | — | | | | | | 2,146,931(4) | | | | | | 2,146,931(4) | | | | | | 2,112,000(5) | | | | | | 2,146,931(4) | | | | | | — | | | | | | 2,146,931(4) | | |
| Unvested Share Options, Restricted Share Units and Other Equity in Company | | | | | —(3) | | | | | | 3,619,467(6) | | | | | | 3,619,467(6) | | | | | | 3,619,467(6) | | | | | | 3,619,467(6) | | | | | | —(3) | | | | | | 3,619,467(7) | | |
| TOTAL | | | | $ | — | | | | | $ | 5,766,399 | | | | | $ | 5,766,399 | | | | | $ | 5,731,467 | | | | | $ | 5,766,399 | | | | | $ | — | | | | | $ | 5,766,399 | | |
| | | | Termination for Cause | | | Termination Without Cause | | | Termination on Disability | | | Termination on Death | | | Termination by Employee For Good Reason | | | Termination by Employee Without Good Reason | | | Termination in Connection with Change in Control | | |||||||||||||||||||||
| Base Salary | | | | $ | —(1) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(1) | | | | | $ | — | | |
| Bonus | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —(2) | | | | | | — | | |
| Severance Payment | | | | | — | | | | | | 2,165,278(4) | | | | | | 2,165,278(4) | | | | | | 2,131,200(5) | | | | | | 2,165,278(4) | | | | | | — | | | | | | 2,165,278(4) | | |
| Unvested Share Options, Restricted Share Units and Other Equity in Company | | | | | —(3) | | | | | | 4,579,762(6) | | | | | | 4,579,762(6) | | | | | | 4,579,762(6) | | | | | | 4,579,762(6) | | | | | | —(3) | | | | | | 4,579,762(7) | | |
| TOTAL | | | | $ | — | | | | | $ | 6,745,040 | | | | | $ | 6,745,040 | | | | | $ | 6,710,962 | | | | | $ | 6,745,040 | | | | | $ | — | | | | | $ | 6,745,040 | | |
Termination for Cause | Termination Without Cause | Termination on Disability | Termination on Death | Termination by Employee For Good Reason | Termination by Employee Without Good Reason | Termination in Connection with Change in Control | ||||||||||||||||||||||
Base Salary | $ | — | (1) | $ | — | (4) | $ | 1,725,000 | (8) | $ | — | (10) | $ | — | (4) | $ | — | (1) | $ | —(10) | ||||||||
Bonus | — | (2) | — | (5) | 431,250 | (9) | — | (11) | — | (5) | — | (2) | — | (11) | ||||||||||||||
Severance Payment | — | 3,300,000 | (6) | — | 3,300,000 | (12) | 3,300,000 | (6) | — | 3,300,000 | (12) | |||||||||||||||||
Unvested Share Options, Restricted Share Units and Other Equity in Company | — | (3) | 4,159,926 | (7) | 4,159,926 | (7) | 4,159,926 | (7) | 4,159,926 | (7) | — | (3) | 4,159,926 | (13) | ||||||||||||||
TOTAL | $ | — | $ | 7,459,926 | $ | 6,316,176 | $ | 7,459,926 | $ | 7,459,926 | $ | — | $ | 7,459,926 |
| | | | Termination for Cause | | | Termination Without Cause | | | Termination on Disability | | | Termination on Death | | | Termination by Employee For Good Reason | | | Termination by Employee Without Good Reason | | | Termination in Connection with Change in Control | | |||||||||||||||||||||
| Base Salary | | | | $ | —(1) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(1) | | | | | $ | — | | |
| Bonus | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —(2) | | | | | | — | | |
| Severance Payment | | | | | — | | | | | | 1,801,331(4) | | | | | | 1,801,331(4) | | | | | | 1,766,400(5) | | | | | | 1,801,331(4) | | | | | | — | | | | | | 1,801,331(4) | | |
| Unvested Share Options, Restricted Share Units and Other Equity in Company | | | | | —(3) | | | | | | 3,537,705(6) | | | | | | 3,537,705(6) | | | | | | 3,537,705(6) | | | | | | 3,537,705(6) | | | | | | —(3) | | | | | | 3,537,705(7) | | |
| TOTAL | | | | $ | — | | | | | $ | 5,339,037 | | | | | $ | 5,339,037 | | | | | $ | 5,304,105 | | | | | $ | 5,339,037 | | | | | $ | — | | | | | $ | 5,339,037 | | |
Termination for Cause | Termination Without Cause | Termination on Disability | Termination on Death | Termination by Employee For Good Reason | Termination by Employee Without Good Reason | Termination in Connection with Change in Control | ||||||||||||||||||||||
Base Salary | $ | — | (1) | $ | — | (4) | $ | 1,980,000 | (8) | $ | — | (10) | $ | — | (4) | $ | — | (1) | $ | — | (10) | |||||||
Bonus | — | (2) | — | (5) | 495,000 | (9) | — | (11) | — | (5) | — | (2) | — | (11) | ||||||||||||||
Severance Payment | — | 3,900,000 | (6) | — | 3,900,000 | (12) | 3,900,000 | (6) | — | 3,900,000 | (12) | |||||||||||||||||
Unvested Share Options, Restricted Share Units and Other Equity in Company | — | (3) | 4,907,631 | (7) | 4,907,631 | (7) | 4,907,631 | (7) | 4,907,631 | (7) | — | (3) | 4,907,631 | (13) | ||||||||||||||
TOTAL | $ | — | $ | 8,807,631 | $ | 7,382,631 | $ | 8,807,631 | $ | 8,807,631 | $ | — | $ | 8,807,631 |
| | | | Termination for Cause | | | Termination Without Cause | | | Termination on Disability | | | Termination on Death | | | Termination by Employee For Good Reason | | | Termination by Employee Without Good Reason | | | Termination in Connection with Change in Control | | |||||||||||||||||||||
| Base Salary | | | | $ | —(1) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(1) | | | | | $ | — | | |
| Bonus | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —(2) | | | | | | — | | |
| Severance Payment | | | | | — | | | | | | 1,751,411(4) | | | | | | 1,751,411(4) | | | | | | 1,716,480(5) | | | | | | 1,751,411(4) | | | | | | — | | | | | | 1,751,411(4) | | |
| Unvested Share Options, Restricted Share Units and Other Equity in Company | | | | | —(3) | | | | | | 3,468,480(6) | | | | | | 3,468,480(6) | | | | | | 3,468,480(6) | | | | | | 3,468,480(6) | | | | | | —(3) | | | | | | 3,468,480(7) | | |
| TOTAL | | | | $ | — | | | | | $ | 5,219,891 | | | | | $ | 5,219,891 | | | | | $ | 5,184,960 | | | | | $ | 5,219,891 | | | | | $ | — | | | | | $ | 5,219,891 | | |
Termination for Cause | Termination Without Cause | Termination on Disability | Termination on Death | Termination by Employee For Good Reason | Termination by Employee Without Good Reason | Termination in Connection with Change in Control | ||||||||||||||||||||||
Base Salary | $ | — | (1) | $ | — | (4) | $ | 1,500,000 | (8) | $ | — | (10) | $ | — | (4) | $ | — | (1) | $ | — | (10) | |||||||
Bonus | — | (2) | — | (5) | 375,000 | (9) | — | (11) | — | (5) | — | (2) | — | (11) | ||||||||||||||
Severance Payment | — | 3,300,000 | (6) | — | 3,300,000 | (12) | 3,300,000 | (6) | — | 3,300,000 | (12) | |||||||||||||||||
Unvested Share Options, Restricted Share Units and Other Equity in Company | — | (3) | 3,660,958 | (7) | 3,660,958 | (7) | 3,660,958 | (7) | 3,660,958 | (7) | — | (3) | 3,660,958 | (13) | ||||||||||||||
TOTAL | $ | — | $ | 6,960,958 | $ | 5,535,958 | $ | 6,960,958 | $ | 6,960,958 | $ | — | $ | 6,960,958 |
Termination for Cause | Termination Without Cause | Termination on Disability | Termination on Death | Termination by Employee | Termination in Connection with Change in Control | |||||||||||||||||||
Base Salary | $ | — | (1) | $ | 405,000 | $ | 405,000 | $ | 405,000 | $ | — | (1) | $ | 405,000 | ||||||||||
Bonus | — | (2) | 202,500 | 202,500 | 202,500 | — | (2) | 202,500 | ||||||||||||||||
Severance Payment | — | 32,368 | (4) | 17,368 | (5) | 17,368 | (5) | — | 32,368(4) | |||||||||||||||
Unvested Share Options, Restricted Share Units and Other Equity in Company | — | (3) | 2,362,808 | (6) | 2,362,808 | (6) | 2,362,808 | (6) | — | (3) | 2,362,808(7) | |||||||||||||
TOTAL | $ | — | $ | 3,002,676 | $ | 2,987,676 | $ | 2,987,676 | $ | — | $ | 3,002,676 |
Since January 2017, Michelle L. Little has been Vice President — Accounting of the Company. From December 2007 to that date, Mrs. Little served as Director of Accounting of Old Waste Connections and the Company. Mrs. Little is the spouse of James Little, our Senior Vice President — Engineering and Disposal. The total salary and incentive compensation we paid to Mrs. Little in 2017 was $545,327, and her annual salary is $275,000. In addition, Mrs. Little had $111,975 of restricted share units vest in 2017. In 2017, we granted Mrs. Little 1,438 RSUs and 774 PSUs on the same general terms and conditions as RSUs and PSUs granted to other employees at the same management level.
the Company, as well as the members of their respective families, from having certain economic interests in business concerns that transact business with the Company or are in competition with it; (b) officers, directors or employees from (directly or indirectly) giving or accepting certain gifts to or from any person soliciting or doing business with the Company; (c) officers of the Company from serving as a director of any other company that is organized for profit without the written approval of the Nominating and Corporate Governance Committee; and (d) officers, directors or employees from having any material interest in a business that deprives the Company of any business opportunity or is in any way detrimental to the Company.
The.The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firmsfirm required by applicable requirements of the PCAOB regarding the independent registered public accounting firms’firm’s communication with the Audit Committee concerning independence. The Audit Committee discussed with eachthe independent registered public accounting firm thatthe firm’s independence and considered the compatibility of non-audit services with the auditors’auditor’s independence.
17, 2022.
| PROPOSAL 1: ELECTION OF DIRECTORS | |
Proxy Statement.
For purposes
| How should I vote my shares on Proposal 1? | | | | |
| The Board of Directors unanimously recommends that shareholders VOTE “FOR” the election of each of the eight nominees to the board of directors. | |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTEAnnual Meeting & Proxy Statement
PROPOSAL 2: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”) |
| How should I vote my shares on Proposal 2? | | | | |
The Board of Directors | |
| We emphasize pay-for-performance. We believe a significant portion of our executive officers’ compensation should be variable and at risk and tied to our measurable performance. The Compensation Committee has designed our executive compensation program so that total compensation is earned largely based on attaining multiple, pre-established financial performance measures. | | | |
| We believe that |
We believe that | | | ||
| | We believe that we provide competitive pay opportunities that are intended to reflect best practices. The Compensation Committee periodically reviews our executive compensation program with the intent to provide competitive pay opportunities, reflect best practices and further align pay with performance. | | |
| | We updated the performance-based metrics for our PSUs to include ESG and sustainability targets. Incentive compensation under our PSUs is based on |
| ||||
| | We maintain share ownership guidelines. Our executive officers are expected to hold Common Shares | | |
| | We are committed to having strong governance standards with respect to our compensation program, procedures, and practices. The Compensation Committee periodically retains an independent compensation consultant to provide it with advice and guidance on the | | |
PROPOSAL 3: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
Under the terms of our Corporate Governance Guidelines and Board Charter, directors who also serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors, and other directors should not serve on more than four other boards of public companies in addition to our Board of Directors.
Additionally, our Audit Committee Charter specifies that directors may not simultaneously serve on the audit committees of more than two other public companies unless our Board of Directors first determines such service will not impair the ability of the director to serve effectively on our Audit Committee.
The table below sets forth the other reporting issuers for which the Company’s directors serve as directors and the stock exchange on which such issuers are listed.
Except as disclosed below, as of the date of this proxy statement, no director nominee is, or within the ten years prior to the date of this proxy statement, was: (a) a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
Michael W. Harlan, a director of the Company, served as President and Chief Executive Officer of U.S. Concrete, Inc. (NASDAQ: USCR), a publicly-traded producer of concrete, aggregates and related concrete products to all segments of the construction industry, from May 2007 until August 2011. From April 2003 until May 2007, Mr. Harlan served as Executive Vice President and Chief Operating Officer of U.S. Concrete, Inc. He also served as Chief Financial Officer of U.S. Concrete, Inc. from May 1999 until November 2004 after founding U.S. Concrete, Inc. in August 1998. Mr. Harlan served as a Director of U.S. Concrete, Inc. from June 2006 until August 2011. On April 29, 2010, U.S. Concrete, Inc. and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under the provisions of Chapter 11 of Title 11 of the United States Code. The Chapter 11 cases were jointly administered under the caption In re U.S. Concrete, Inc., et al., Case No. 10-11407. On July 29, 2010, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Joint Plan of Reorganization of U.S. Concrete, Inc. and its applicable subsidiaries and, after consummating the restructuring transactions contemplated by such plan, U.S. Concrete, Inc. emerged from Chapter 11 of Title 11 of the United States Code on August 31, 2010.
The Board of Directors requests that shareholders approve the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm until the close of the 20192023 Annual Meeting of Shareholders of the Company. Grant Thornton LLP was appointed as the Company’s independent registered public accounting firm on March 24, 2017. We expect representatives of Grant Thornton LLP will be present at the Meeting, will be available to respond to appropriate questions at the Meeting and will have an opportunity to make a statement if they desire to do so.
THE BOARD OF DIRECTORSUNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSVOTE “FOR”THE APPROVAL OF THE APPOINTMENT OF GRANT THORNTON LLP ASTHE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTILTHE CLOSE OF THE 2019 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY ANDTHE AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OFTHE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
| How should I vote my shares on Proposal 3? | | | | |
| The Board of Directors unanimously recommends that shareholders VOTE “FOR” the approval of the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm until the close of the 2023 Annual Meeting of Shareholders of the company and the authorization of the Board of Directors to fix the remuneration of the independent registered public accounting firm. | |
Grant Thornton LLP
| | | | 2021 | | | 2020 | |
| Audit Fees | | | $2,111,250 | | | $2,027,000 | |
| Audit-Related Fees | | | 22,300 | | | 22,300 | |
| Tax Fees | | | 125,000 | | | — | |
| All Other Fees | | | — | | | — | |
| TOTAL | | | $2,258,550 | | | $2,049,300 | |
PricewaterhouseCoopers LLP
Old Waste Connections and New Waste Connections | 2017 | 2016(1) | ||||||
Audit Fees | $ | 75,000 | $ | 4,538,000 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | 25,162 | 634,500 | ||||||
All Other Fees | — | 5,000 | ||||||
Total | $ | 100,162 | $ | 5,177,500 |
Deloitte LLP
Progressive Waste, Old Waste Connections and New Waste Connections | 2017 | 2016(2)(3)(4) | ||||||
Audit Fees | $ | — | $ | 441,877 | ||||
Audit-Related Fees | — | 14,402 | ||||||
Tax Fees | — | 9,584,238 | ||||||
All Other Fees | — | — | ||||||
Total | $ | — | $ | 10,040,517 |
Grant Thornton LLP
Audit Fees consist of fees associated with both the audit of our consolidated financial statements and the audit of our internal control over financial reporting for fiscal year 2017,years 2021 and 2020, including review of the consolidated financial statements included in documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, consents, assistance with review of documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, and accounting consultations, as well as out-of-pocket expenses incurred in the performance of audit services.
Audit Fees also include fees associated with audit related tax compliance, advice and planning, which principally related to completed and proposed acquisitions.
PricewaterhouseCoopers LLP
Audit Fees consist of fees associated with both the audit of our consolidated financial statements and the audit of our internal control over financial reporting for fiscal years 2017 and 2016, including costs related to the audit of the Progressive Waste acquisition, review of the consolidated financial statements included in documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, consents, assistance with review of documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, and accounting consultations,composition, as well as out-of-pocket expenses incurredfor other audit and assurance services provided in the performance of audit services.
Canada.
All Other Fees consistplanning.
Deloitte LLP
Audit Fees consist of fees associated with the audit of Progressive Waste’s consolidated financial statements prior to May 31, 2016, including costs related to the review of the consolidated financial statements included in documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, consents, assistance with review of documents filed with, or furnished to, the SEC and securities commissions or similar regulatory authorities in Canada, as applicable, and accounting consultations, as well as out-of-pocket expenses incurred in the performance of audit services.
Audit-Related Fees consist primarily of audit services not directly related to the annual financial statements, including foreign language translation, due diligence and consultation with respect to internal controls.
Tax Fees consist of fees paid to Deloitte Tax LLP for tax compliance services, and consultation and planning in connection with acquisitions.
The Audit Committee considers the services provided by Grant Thornton LLP, PricewaterhouseCoopers LLP and Deloitte LLP described under “Audit-Related Fees”, “Tax Fees” and “All
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the chairman of the Audit Committee authority to approve permitted services, provided that the chairman reports all approvals to the Audit Committee at its next meeting. All of the fees described above under “Audit Fees”, “Audit-Related Fees”, “Tax Fees” and “All Other Fees” in each of the above tables were approved by the Audit Committee, Old Waste Connections’ audit committee or Progressive Waste’s audit committee, as applicable.
As required by SEC rules, we are requesting our shareholders to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion set forth on pages 18 to 59 of this proxy statement. This non-binding advisory vote, commonly referred to as a “say-on-pay” vote, is not intended to address any specific item of compensation, but rather to address our overall approach to the compensation of our NEOs described in this proxy statement.
Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that, among other objectives, reflects Company performance, job complexity and value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our shareholders.
We believe the compensation program for our NEOs has been instrumental in helping Waste Connections achieve strong financial performance and total shareholder returns. As illustrated below, our TSR over a longer term five-year period ending December 31, 2017, has outperformed the S&P 500, the TSX 60, the DJ Waste Index and our Peer Group Companies. In addition, 2017 was our 14th consecutive year of positive TSR.
The following is a summary of some of the key points of our executive compensation program. We encourage you to carefully review the “Compensation Discussion and Analysis” beginning on page 18 of this proxy statement for additional details on our executive compensation, including the Company’s compensation philosophy and objectives, as well as the processes our Compensation Committee used to determine the structure and amounts of the compensation of our NEOs in fiscal 2017.
We are asking you to indicate your support for the compensation of our NEOs as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking you to vote, on a non-binding, advisory basis, “FOR” the following resolution at the Meeting:
“RESOLVED, that the compensation paid to Waste Connections, Inc.’s NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth on pages 18 to 59 of this proxy statement, is hereby approved.”
While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for NEOs.
The Say on Pay Proposal may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say on Pay Proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the Say on Pay Proposal. If you “WITHHOLD” from voting on the Say on Pay Proposal, that will have the same effect as a vote “AGAINST” the Say on Pay Proposal because those shares are considered to be present and entitled to vote, but are not voted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE“FOR” THE SAY ON PAY PROPOSAL.
The International Brotherhood of Teamsters, on behalf of the Teamsters General Fund (collectively, the “Teamsters”), 25 Louisiana Avenue, NW, Washington DC 20001, has submitted the following shareholder proposal to the Company for consideration at the Meeting:
RESOLVED: Shareholders of Waste Connections, Inc. (the “Company”), urge the Compensation Committee of the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age or terminating employment with the Company. For the purpose of this policy, normal retirement age shall be defined by the Company’s qualified retirement plan that has the largest number of plan participants. The shareholders recommend that the Committee adopt a share retention percentage requirement of at least 50 percent of net after-tax shares. The policy should prohibit hedging transactions for shares subject to this policy, which are not sales but reduce the risk of loss to the executive. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented so as not to violate the Company’s existing contractual obligations or the terms of any compensation or benefit plan currently in effect.
SUPPORTING STATEMENT FROM THE TEAMSTERS: Equity-based compensation is an important component of senior executive compensation at our Company. While we encourage the use of equity-based compensation for senior executives, we are concerned that our Company’s senior executives are generally free to sell shares received from our Company’s equity compensation plans. In our opinion, the Company’s current share ownership guidelines for its senior executives do not go far enough to ensure that the Company’s executive compensation plans continue to build stock ownership by senior executives over the long-term.
For example, our Company’s share ownership guidelines require the Chief Executive Officer (the “CEO”) to hold an amount of shares equivalent to five times his base salary, or approximately 70,810 shares based on the current trading price. In comparison, the CEO currently owns 202,700 shares according to the 2017 proxy statement. In fiscal year 2016, our Company granted the CEO 31,154 restricted shares. In other words, one year’s worth of equity awards is close to half of the Company’s long-term share ownership guidelines for the CEO.
We believe that requiring senior executives to only hold shares equal to a set target loses effectiveness over time. After satisfying these target holding requirements, senior executives are free to sell all the additional shares they receive in equity compensation.
Our proposal seeks to better link executive compensation with long-term performance by requiring a meaningful share retention ratio for shares received by senior executives from the Company’s equity compensation plans. Requiring senior executives to hold a significant percentage of shares obtained through equity compensation plans until they reach retirement age will better align the interests of executives with the interests of shareholders and the Company. A 2009 report by the Conference Board Task Force on Executive Compensation observed that such hold-through-retirement requirements give executives “an ever growing incentive to focus on long-term stock price performance as the equity subject to the policy increases” (available at http://www.conference-board.org/pdf_free/ExecCompensation2009.pdf).
We urge shareholders to vote FOR this proposal.
THE BOARD OF DIRECTORS OPPOSES PROPOSAL 4 AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” PROPOSAL 4 FOR THE FOLLOWING REASONS:
The Board of Directors believes Proposal 4 is unnecessary and would provide no benefit to the Company or our shareholders. As evidenced by our track record, the absence of a policy that would require senior executives to hold 50% of the net after-tax shares from their equity awards until reaching normal retirement age has not inhibited the Company from delivering superior shareholder returns since its initial public offering almost 20 years ago. Moreover, such a policy is not consistent with current practice among our peer group and would put the Company at a competitive disadvantage for recruiting and retaining talented executives.
In addition to the share ownership guidelines for our executive officers disclosed in the Compensation Discussion and Analysis of this proxy statement, the Company maintains other significant governance policies relating to Company shares held by executives. These include our Compensation Recoupment Policy, an anti-hedging policy, and a prohibition against the purchase or sale of put and call options, short sales and other hedging transactions designed to minimize the risk of owning our Common Shares. In addition, the Company’s executives may not pledge our Common Shares as collateral for a margin account.
The Board of Directors believes that the Compensation Committee is the governing body best suited to formulate the Company’s executive compensation program. Implementing the proponent’s recommendation that executive officers retain 50% of their equity compensation until retirement would be unduly restrictive on Waste Connections’ compensation program, thereby negatively affecting the Company’s ability to retain and attract executive officers. Waste Connections’ shareholders are better served by flexible policies that, as demonstrated since our founding in 1997, are effective in retaining and attracting highly effective executive officers and strongly support an environment of continuous improvement and long-term shareholder value creation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE“AGAINST”PROPOSAL 4.
Meeting.
April 9, 2018
February 13, 2018
4.Board Committees. The Board has established the following standing Committees to assist it in discharging its responsibilities: (a) Audit; (b) Compensation; (c) Nominating and Corporate Governance; and (d) Executive. The current charters of the Audit, Compensation and Nominating and Corporate Governance Committees are published on the Company’s website and will be provided to shareholders on written request. Members of each of these Committees (including the Committee Chairs) are appointed by the Board and may be removed by the Board in its discretion. The Committee Chairs report the highlights of their meetings to the Board following each meeting of their respective Committees. The Committees may hold meetings in conjunction with the Board.
diversity policy.
12.Meetings of Non-ManagementNon-Employee Directors; Presiding Director. At each regularly scheduled meeting of the Board, the non-managementnon-employee directors shall also meet separately, without managementemployees present. The Lead Independent Director will preside at such meetings. The non-managementnon-employee directors may also meet without managementemployees present at other times as determined by the Lead Independent Director. The non-managementnon-employee directors include all directors who are not management employees of the Company or any of its subsidiaries, whether or not they are “independent,
Unless a Committee expressly determines otherwise, the agenda, materials and minutes for each Committee meeting shall be available to all directors, and all directors shall be free to attend any Committee meeting, except that management directors may not participate in meetings of the Board or its Committees that are held in executive session.meeting. All directors, whether or not members of the Committee, shall be free to make suggestions to a Committee Chair for additions to the agenda of the Chair’s Committee or to request that an item from a Committee agenda be considered by the Board.
17.
18.Chief Executive Officer.
19.
election to the Board, will spend a day at the Company’s corporate headquarters (which may be done remotely) for a personal briefing by senior management about the director’s legal and ethical responsibilities; the Company’s strategic plans, principal operating risks and financial statements; the material factors that affect the Company’s performance; the operation, significance and effects of incentive compensation programs and related party transactions; and other key policies and practices.
20.
7.
subsidiaries is a party or otherwise bound, or to the Company’s failure to comply with any applicable rule or regulation (including applicable securities laws)laws and applicable corporate law), and (viii)(vii) whether acceptancemajority voting was used for a purpose inconsistent with the policy objectives of the resignation would cause the Company notToronto Stock Exchange related to be in compliance with the requirements of the OBCA concerning the Company having a minimum number of directors who are Canadian residents.
its majority voting requirement.
be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and willshall only be made to individuals who were not employed by or providing services to the Company or its subsidiaries immediately prior to such acquisition or combination.
Except as may otherwise be provided in any charter of the Committee, appointment of Committee members willshall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, willshall conduct the general administration of the 2016 Plan with respect to awards granted to Non-Employee Non- Employee
advisable to administer the 2016 Plan; and accelerate wholly or partially the vesting or lapse of restrictions of any award or portion thereof at any time after the grant of an award, subject to whatever terms and conditions it selects and the 2016 Plan.
Share options
those restricted share units upon the attainment of designated performance goals, including but not limited to one or more performance criteria, Company performance, individual performance, the satisfaction of specified employment or service requirements, upon the expiration of a designated time period following the attainment of such goals or the satisfaction of the applicable service period or other specific criteria, in each case, subject to the 2016 Plan, on a specified date or dates or over any period or periods, as determined by the Administrator. Except for restricted share units granted to a Canadian employee participant, the Administrator may provide the restricted share unit participant with the right to elect the issue date or dates for the Common Shares which vest under his or her Restricted Share Unit Award.restricted share unit award. Subject to the 2016 Plan, the issuance of vested Common Shares under the restricted share unit award may be deferred to a date following the termination of the restricted share unit
Shares willshall be delivered or deemed to be delivered to participants. Notwithstanding any other provision of the 2016 Plan to the contrary, no participant who is a director or an “executive officer” of the Company within the meaning of either the OSA or Section 13(k) of the Exchange Act willshall be permitted to make payment with respect to any awards granted under the 2016 Plan, or
structure, the Company’s shareholders’ approval is required for any amendment to increase the number of Common ShareShares available under the 2016 Plan, to reduce the price per Common Share of any outstanding share option or warrant granted under the 2016 Plan, reduce any purchase price for any other awards as set at the time of grant, extend the term of any award, make any amendment to remove or exceed the insider and Non-Employee Director participation limits, or to
| AT WASTE CONNECTIONS, ENVIRONMENTAL STEWARDSHIP THROUGH SUSTAINABILITY INITIATIVES IS INTEGRAL TO AND CONSISTENT WITH OUR STRATEGY AND FOCUS ON LONG-TERM VALUE CREATION FOR OUR SHAREHOLDERS. We encourage our shareholders to receive distributions of our Annual Report and Proxy Statement by electronic delivery, to help contribute to our sustainability efforts. Electronic delivery offers many benefits and convenience, including: • Quickest delivery of the proxy statement, annual report, and related materials to shareholders • Convenient online voting, available 24 hours a day • Environmentally friendly • Reduced printing and mailing expense • You can change your preference at any time. HOW TO ENROLL For Shareholders of Record (i.e., if your Common Shares are registered directly in your name with Broadridge Financial Solutions): | | | | | ||||||
| • Please visit https://www.proxyvote.com or scan the QR code provided to vote your shares. When prompted, indicate that you agree to receive or access proxy materials electronically in the future. | | | | | ||||||
| For Beneficial Owners (i.e., if your shares are held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization): • Follow the instructions provided by your broker, bank or other intermediary to opt into electronic delivery. | | | | |
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| Principal Executive Offices 6220 Hwy 7, Suite 600 Woodbridge, Ontario L4H 4G3 Canada Tel: (905) 532-7510 Fax: (905) 532-7576 | | | Principal Administrative Offices 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 USA Tel: (832) 442-2200 Fax: (832) 442-2290 | |
| www.wasteconnections.com | |