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Date
May 13, 2022 Time 8:00 a.m. Central Time |
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Place
Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380 |
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SAFETY
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INTEGRITY
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CUSTOMER SERVICE
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TO BE A GREAT PLACE TO WORK
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TO BE THE PREMIER WASTE SERVICES COMPANY IN THE U.S. AND CANADA
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YOUR VOTE IS VERY IMPORTANT.
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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.
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Meeting Agenda
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Recommendation
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1.
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Election of directors
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FOR each director nominee.
(See Page 65) |
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2.
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Non-binding, advisory vote to approve our named executive officer compensation (“say-on-pay”)
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FOR
(See Pages 66-68) |
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3.
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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
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FOR
(See Page 69) |
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4.
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Any other business that may properly come before the Meeting (or any adjournment or postponement of the Meeting)
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Average rate (Bank of Canada)
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Year ended December 31,
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CAD$ per
US$1.00 |
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US$ per
CAD$1.00 |
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| 2017 | | | |
$
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1.2986
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$
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0.7701
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| 2018 | | | |
$
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1.2957
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$
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0.7718
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| 2019 | | | |
$
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1.3269
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$
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0.7536
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| 2020 | | | |
$
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1.3415
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$
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0.7454
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| 2021 | | | |
$
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1.2537
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$
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0.7977
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| Our Named Executives | | | | |
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| Compensation Philosophy and Objectives | | | | |
| Say-on-Pay | | | | |
| Noteworthy Compensation Actions for 2021 | | | | |
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| Elements of Compensation | | | | |
| Other Benefits and Compensation Information | | | | |
| CD&A Appendix | | | | |
| Compensation Committee Report | | | | |
| Compensation Risk Assessment | | | | |
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| Summary Compensation Table | | | | |
| CEO Pay Ratio | | | | |
| Grants of Plan -Based Awards in Fiscal Year 2021 | | | | |
| Outstanding Equity Awards at 2021 Fiscal Year End | | | | |
| Shares Vested in Fiscal Year 2021 | | | | |
| Pension Benefits in Fiscal Year 2021 | | | | |
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| Equity Compensation Plan Information | | | | |
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| Directors’ and Officers’ Indemnity Insurance | | | | |
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| Other Business | | | | |
| Approval | | | | |
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PROPOSAL
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REQUIREMENT FOR
APPROVAL |
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EFFECT OF VOTES WITHHELD
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1.
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Election of Directors
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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).
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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”)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE
(See Page 65)
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2.
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Say-on-Pay
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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.
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A “WITHHOLD” vote will have the same effect as a vote “AGAINST” this proposal because those Common Shares are considered to be present.
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THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL
(See Pages 66-68) |
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3.
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Appointment of Auditor
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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.
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A “WITHHOLD” vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm.
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THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL
(See Page 69) |
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ENGAGEMENT
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COMPENSATION/
BENEFITS |
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TRAINING
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Our Servant Leadership surveys provide employees the opportunity to evaluate their managers and provide written feedback for continuous employee and leadership improvement
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Our total rewards package includes market-competitive pay
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Increased our minimum wage target to $15 per hour (CAD$16) in 2020
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Bonus opportunities, affordable healthcare plans, generous flexible time off plans and retirement benefits
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Opportunity to share in our success through an Employee Share Purchase Plan
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Approximately 24% of our leadership team participated in multi-day Servant Leadership training sessions during 2021 despite COVID-19 restrictions
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Annual director elections
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Majority voting
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One share equals one vote
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Separation of Chairman and CEO roles
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Our CEO is able to focus on managing the Company and our Executive Chairman drives accountability at the board level.
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Lead Independent Director
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| | We have a strong lead independent director of the Board of Directors. | |
Financial expertise
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All members of our Audit Committee are financially literate and 50% of our Audit Committee members qualify as audit committee financial experts.
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Compensation policies and practices
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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.
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Share ownership guidelines
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We have robust share ownership guidelines for our directors and executive officers.
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Succession planning
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Education and training
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Our Board regularly receives training and updates on ethics, compliance, and governance.
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Board and committee self-evaluations
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Our Board and committees conduct annual performance self-evaluations led by the Chair of our Nominating and Corporate Governance Committee.
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Public company board memberships
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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.
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Risk oversight
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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.
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Retirement policy
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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.
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Diversity policy
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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.
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Position descriptions
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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.
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THE BOARD’S ROLE IN RISK OVERSIGHT — BY COMMITTEE
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The Board of Directors
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The Board of Directors and its committees have an active role in overseeing management of organizational risks.
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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.
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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.
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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.
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Audit Committee
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The Audit Committee oversees management of financial, financial reporting and internal controls risk.
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Compensation Committee
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The Compensation Committee assesses and monitors risks relating to corporate officer compensation policies and practices.
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Nominating and Corporate Governance Committee
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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.
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Write to Us
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| Waste Connections, Inc. Attn: Corporate Secretary 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 |
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Executive Committee 2021 Meetings: 2
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Members:
Ronald J. Mittelstaedt (Chair)
Michael W. Harlan
Larry S. Hughes
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Key Responsibilities:
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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.
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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.”
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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.
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Compensation Committee 2021 Meetings: 4
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Members:
William J. Razzouk (Chair)
Edward E. “Ned” Guillet
Susan “Sue” Lee
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Key Responsibilities:
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Establishes our corporate officer compensation policies and administers such policies.
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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.
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Approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee.
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Approves the grant of restricted share units, performance share units, warrants and other forms of equity incentives to officers, employees and consultants.
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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.
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All members of the Compensation Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws.
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Committee Assignments
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Committee Member
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Independent
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Audit
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Compensation
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Executive
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Nominating
& Corporate Governance |
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Edward E. “Ned” Guillet
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M
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Michael W. Harlan
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C
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Larry S. Hughes
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Worthing F. Jackman
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Elise L. Jordan
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M
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Susan “Sue” Lee
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M
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M
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William J. Razzouk
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M
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C
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Ronald J. Mittelstaedt
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C
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Number of Meetings in 2021
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Board = 4
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4
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4
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2
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3
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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.
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All corporate governance documents and policies are available at:
https://investors.wasteconnections.com/ corporate-governance |
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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 |
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LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES
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In addition to other duties as a director and member of committees, the lead independent director will:
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Preside at all meetings of the Board of Directors at which the Board Chairman is not present
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Preside over each meeting of non-employee directors
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Have the authority to call meetings of non-employee directors
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Help facilitate communication between the Board Chairman, the CEO and the non-employee directors
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Advise with respect to the Board of Directors’ agenda
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Ensure the Board of Directors is able to function independently of management
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Serve as the leader of the Board of Directors on matters of corporate governance
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If requested by major shareholders, ensure his or her availability for direct communication
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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
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Provide guidance on, and monitor, the independence of each director to ensure the independence of a majority of the Board of Directors
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Provide leadership to the Board of Directors if circumstances arise in which the Board Chairman has, or may be perceived to have, a conflict
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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
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Work with the Board Chairman and the CEO, including helping to review strategies, define issues, maintain accountability and build relationships
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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
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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
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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
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QUESTIONNAIRES
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RESPONSES
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FEEDBACK
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Questionnaires are created by the Nominating and Corporate Governance Committee to address relevant topics and issues related to the Board of Directors
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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
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Changes are implemented as necessary based on a thorough review of the responses
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PREREQUISITES FOR ALL NOMINEES
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Candidates must have:
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the highest personal and professional ethics, integrity and values and must be willing to adhere to our Code of Conduct and Ethics
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a commitment to serve in our best interests
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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
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an objective perspective, practical wisdom, mature judgment
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a willingness and an ability to meet our director’s equity ownership guidelines
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an ability to interact positively and constructively with other directors and management
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a willingness to participate in a one-day new director orientation session
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a willingness to attend director educational forums or workshops to enhance the understanding of new and evolving corporate governance requirements
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SOURCE CANDIDATES
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The Nominating and Corporate Governance Committee may solicit suggestions from:
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incumbent directors
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management
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third party advisors, business and personal contacts
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shareholders (see shareholder nomination process on pages 17-18)
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third party search firms
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IN-DEPTH EVALUATION OF CANDIDATES
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The Nominating and Corporate Governance Committee reviews the candidates with the following criteria in mind:
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reputation including merit of past accomplishments and relevant academic or business experience
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impact on the diversity of the Board, including with respect to gender
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independence standards, as well as potential conflicts of interest
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time commitments especially the number of other current public board memberships
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expertise, skills and knowledge useful to the oversight of our business at any given time
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specific expertise and qualifications relevant to enhancement of our committees’ objectives
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any foreseeable adverse legal proceedings involving the candidate
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the size and composition of the Board of Directors
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NARROW CANDIDATE POOL
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The Nominating and Corporate Governance Committee further defines the candidate pool using the following process:
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interviews are conducted by one or more members of the committee
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candidates complete directors’ and officers’ questionnaires
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meetings occur between candidates and members of management
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RECOMMENDATION OF CANDIDATE TO THE BOARD
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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.
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The Nominating and Corporate Governance Committee reviews a current Board member’s performance prior to nomination by:
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evaluating the director’s past performance and contributions to the Board of Directors, as well as committee participation
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5
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RESULTS
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The Nominating and Corporate Governance Committee has achieved the following results:
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Added two new Directors to the Board in the last three years
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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
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Skills & Experience
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Edward E.
“Ned” Guillet |
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Michael W.
Harlan |
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Larry S.
Hughes |
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Worthing
Jackman |
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Elise L.
Jordan |
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Susan
“Sue” Lee |
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Ronald J.
Mittelstaedt |
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William J.
Razzouk |
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Audit/Financial Reporting
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Demographic Background
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Edward E.
“Ned” Guillet |
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Michael W.
Harlan |
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Larry S.
Hughes |
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Worthing
Jackman |
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Elise L.
Jordan |
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Susan
“Sue” Lee |
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Ronald J.
Mittelstaedt |
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William J.
Razzouk |
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United States
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•
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Gender
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Male
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•
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Female
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Visible Minority | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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•
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Age
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Under 60
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•
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60 – 70
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71+
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•
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Tenure on the Board
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1 – 5 Years
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•
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•
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6 – 10 Years
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•
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•
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11+ Years
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•
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Independent
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Yes
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•
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•
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•
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•
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•
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No
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•
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•
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Ronald J. Mittelstaedt |
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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 |
| |||
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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.
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| |
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
|
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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.
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|
| | | ||||
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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.
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| |
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).
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Michael W. Harlan |
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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.
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| |
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.
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|
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Worthing F. Jackman |
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|
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.
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|
|
|
| |
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.
|
|
|
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
|
| |
|
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
|
| |
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
|
| |
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 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%
|
|
|
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
|
| |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| |
CD&A Appendix
|
| |
0
|
| |
| | | | | | ||
| | | | | |
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.
|
|
|
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.
|
| |
|
|
| |
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
|
| |
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%
|
| |
|
% 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%
|
| |
| | | |
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%
|
|
|
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%
|
|
| | | |
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%
|
|
|
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%
|
|
| | | |
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%
|
| |
|
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
|
| |
| | | |
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
|
|
|
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 ($) |
| |||||||||||||||||||||||||||
| Worthing F. Jackman | | | |
|
—
|
| | | |
|
14,500
|
| | | |
|
4,292
|
| | | |
|
487
|
| | | |
|
3,763
|
| | | |
|
16,238
|
| | | |
|
329
|
| | | |
|
51,119
|
| | | |
|
90,728
|
| |
| Mary Anne Whitney | | | |
|
14,500
|
| | | |
|
—
|
| | | |
|
3,705
|
| | | |
|
—
|
| | | |
|
4,250
|
| | | |
|
13,734
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
36,189
|
| |
| Darrell W. Chambliss | | | |
|
14,500
|
| | | |
|
—
|
| | | |
|
6,679
|
| | | |
|
1,250
|
| | | |
|
—
|
| | | |
|
12,292
|
| | | |
|
165
|
| | | |
|
—
|
| | | |
|
34,899
|
| |
| Patrick J. Shea | | | |
|
14,500
|
| | | |
|
—
|
| | | |
|
2,535
|
| | | |
|
1,546
|
| | | |
|
3,950
|
| | | |
|
14,292
|
| | | |
|
170
|
| | | |
|
5,807
|
| | | |
|
42,800
|
| |
| James M. Little | | | |
|
14,500
|
| | | |
|
—
|
| | | |
|
4,261
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
16,238
|
| | | |
|
—
|
| | | |
|
4,355
|
| | | |
|
39,354
|
| |
| | | | | | | | | | | | | | | |
Estimated Potential Payouts Under
Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
| |
All Other Share
Awards: Number of Common Shares or Units (#)(3) |
| |
Grant Date
Fair Value of Share Awards ($)(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) |
| ||||||||||||||||||
|
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
|
|
|
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 of Investment Option
|
| |
Rate of Return
in 2021 |
|
| American Century VP Mid Cap Value I | | |
23.20%
|
|
| 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 VIP 2 | | |
26.79%
|
|
| Franklin Small Cap Value VIP 2 | | |
25.37%
|
|
| Ivy VIP High Income II | | |
6.06%
|
|
| Janus Henderson VIT Balanced Svc | | |
16.91%
|
|
| Janus Henderson VIT Enterprise Svc | | |
19.18%
|
|
| MFS International Growth | | |
16.54%
|
|
| 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 I | | |
.38%
|
|
| T. Rowe Price Limited-Term Bond | | |
.14%
|
|
| VanEck VIP Emerging Markets Initial | | |
-11.87%
|
|
| VanEck VIP Global Hard Assets Initial | | |
18.92%
|
|
| Vanguard VIF Capital Growth | | |
21.54%
|
|
| Vanguard VIF Money Market | | |
0.01%
|
|
| Vanguard VIF REIT Index | | |
40.21%
|
|
| | | |
(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
|
| |
| | | |
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 |
| |
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)
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—(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)
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—
|
| | | |
$
|
—(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
|
| |
|
PROPOSAL 1:
ELECTION OF DIRECTORS |
|
|
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.
|
|
|
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 unanimously recommends that shareholders VOTE “FOR” this “Say-on-Pay” proposal.
|
|
| |
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 our compensation program is strongly aligned with the long-term interests of our shareholders.
We believe that equity awards comprised of RSUs and PSUs serve to align the interests of our executive officers with those of our shareholders by encouraging long-term performance. As such, equity awards are a key component of our executive compensation program.
|
| |
| |
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 the Company’s achievement of established financial objectives over the three-year performance period and, beginning in 2021, continuous improvement towards the Company’s ESG and sustainability targets, as well as a relative TSR modifier component, for vesting hurdles to further enhance the existing link between executive compensation and Company performance. PSUs constitute 50% of total equity compensation.
|
| |
| |
We maintain share ownership guidelines.
Our executive officers are expected to hold Common Shares with a value equal to a multiple of their base salaries, including five times base salary for our CEO.
|
| |
| |
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 Company’s executive compensation program design and to evaluate our executive compensation. The Compensation Committee oversees and periodically assesses the risks associated with our Company-wide compensation structure, policies and programs to determine whether such programs encourage excessive risk taking. We also have adopted share ownership guidelines for the members of the Board of Directors and executive officers and anti-hedging/pledging policies.
|
| |
|
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 |
|
|
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.
|
|
| | | |
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
|
|
|
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.
|
| | | |