DEF 14A of Waste Connections, Inc., Apr 4, 2024

DEF 14A of Waste Connections, Inc.

Filed Apr 4, 2024 · FY20230001104659-24-043622

Open on EDGAR

  1. 2024 Board Nominees

    2024 Board Nominees All of the nominees for election to our Board of Directors at the Meeting are currently serving as directors. William J. Razzouk is not standing for re-election at the Meeting. The nominees for our Board of Directors are as follows:

  2. 2024 Board Nominees

    | | Member | Age | Independent | Tenure | | | Andrea E. Bertone | 62 | Yes | Since 2022 | | | Edward E. “Ned” Guillet | 72 | Yes | Since 2007 | | | Michael W. Harlan | 63 | Yes | Since 1998 | | | Larry S. Hughes | 72 | Yes | Since 2014 | | | Elise L. Jordan | 64 | Yes | Since 2019 | | | Susan “Sue” Lee | 72 | Yes | Since 2014 | | | Ronald J. Mittelstaedt | 60 | No | Since 1997 | | | Carl D. Sparks | 56 | Yes | Since 2024 |

  3. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  4. 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. | | | Recommendation | |

  5. WHAT AM I BEING ASKED TO VOTE ON?

    WHAT AM I BEING ASKED TO VOTE ON? The Board of Directors is currently composed of nine directors. However, at the Meeting, you will be asked to elect eight of the current directors (as Mr. Razzouk will not be standing for reelection) to serve until the close of business of the 2025 Annual Meeting of Shareholders of the Company or until any such director’s earlier resignation, or his or her successor is duly elected or appointed. 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”, 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. Pursuant to the Company’s Corporate Governance Guidelines and Board Charter, each director of the Company must be elected by a “majority of the votes cast” with respect to his or her election. A “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast with respect to that director’s election will include votes to withhold authority, but will exclude abstentions, broker non-votes, and failures to vote with respect to that director’s election. See “Majority Voting for Directors” on page 16 of this Proxy Statement. Proxies will be voted, unless otherwise indicated, for the election of all eight nominees to our Board of Directors. Proxies will be voted in a discretionary manner if any of the eight nominees is unable to serve.

  6. Director Biographies

    Director Biographies

  7. Director Biographies

    | | Andrea E. Bertone | | | Residence: Texas, USA | | | REASONS FOR NOMINATION We believe Ms. Bertone’s qualifications to serve on our Board of Directors include her current experience as a director of publicly traded companies, her significant experience with corporate financial, governance and legal matters, her experience with companies having international operations, and the executive positions she held in another publicly traded company. |

  8. Director Biographies

    | AGE 62 COMMITTEES • Audit BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 1,257 | CAREER HIGHLIGHTS Duke Energy Corporation (NYSE: DUK) • President, Duke Energy International, LLC (2009 to 2016, when she retired) • Associate General Counsel (2003 to 2009) • Assistant General Counsel, Duke Energy Trading & Marketing and Duke Energy Merchants (2001 to 2002) • Director, Duke Energy International Geracão Paranapanema S.A. (2008 to 2016) • Served in various legal roles in South America and the United States (1983 to 2000) | OTHER PUBLIC COMPANY BOARDS • Amcor plc (NYSE: AMCR, ASX: AMC) (2019 to present) • Drax Group plc (LSE: DRX.L) (2023 to present) • Peabody Energy Corporation (NYSE: BTU) (2019 to present) • DMC Global Inc. (NASDAQ: BOOM) (2019 to 2023) • Yamana Gold (NYSE: AUY, TSX: YRI) (2017 to 2020) EDUCATION • Bachelor of Law, University of São Paulo Law School, Brazil • LL.M degree, International and Comparative Law, Chicago-Kent College of Law, Illinois Institute of Technology |

  9. Director Biographies

    | | Edward E. “Ned” Guillet | | | Residence: California, USA | | | 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). |

  10. Director Biographies

    | AGE 72 COMMITTEES • Compensation • Nominating and Corporate Governance (Chair) BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 35,809 | CAREER HIGHLIGHTS Independent Advisor • Independent freelance human resources consultant (January 2007 to present) The Procter & Gamble Company (NYSE: PG) • Senior Vice President, Human Resources, Gillette Global Business Unit (October 2005 to December 2006, after the merger of Gillette with Procter & Gamble) The Gillette Company • Senior Vice President and Chief Human Resources Officer and an executive officer (July 2001 to September 2005) • Served in a broad range of leadership positions in the human resources department (1974 to 2001) | OTHER PUBLIC COMPANY BOARDS • CCL Industries, Inc. (TSX: CCL.B) (2008 to 2019) OTHER PRIVATE AND NOT-FOR-PROFIT BOARDS • Former member, Boston University’s Human Resources Policy Institute EDUCATION • BA degree, English Literature and Secondary Education, Boston College |

  11. Director Biographies

    | | Michael W. Harlan | NON-EXECUTIVE CHAIR OF THE BOARD | | | Residence: Texas, USA | | | | 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 the director of other publicly traded companies. | |

  12. Director Biographies

    | AGE 63 COMMITTEES • Audit • Executive (Chair) • Nominating and Corporate Governance BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 13,713 | CAREER HIGHLIGHTS Principal Environmental, LLC • Board Chairman and Chief Executive Officer (September 2013 to present) 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 • Founder and President (September 2011 to 2013) U.S. Concrete, Inc. • President and Chief Executive Officer (May 2007 to August 2011) • Founded the company in August 1998 OTHER PUBLIC COMPANY POSITIONS • Served in several senior financial positions with publicly traded companies, including chief financial officer, treasurer and controller. | OTHER PUBLIC COMPANY BOARDS • WiMi Hologram Cloud, Inc. (NASDAQ: WIMI) (2020 to 2021) • U.S. Concrete, Inc. (NASDAQ: USCR) (2006 to 2011) OTHER PRIVATE AND NOT-FOR-PROFIT BOARDS • Principal Environmental, LLC (2013 to present) • Brewer Crane Holdings, LLC (2018 to present) • Current member, University of Houston Honors College Advisory Board EDUCATION • BA degree, Accounting, University of Mississippi • Certified Public Accountant |

  13. Director Biographies

    | | Larry S. Hughes | | | Residence: British Columbia, Canada | | | 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. |

  14. Director Biographies

    | AGE 72 COMMITTEES • Audit • Executive BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 20,984 | CAREER HIGHLIGHTS Independent Advisor • Currently provides consulting and advisory services West Fraser Timber Co. Ltd. • Vice President, Finance and Chief Financial Officer, with oversight of financial and accounting matters, as well as strategic planning, investor relations, corporate governance and pension matters (2011 to 2017, when he retired) • Senior Vice President, with oversight of strategic planning, legal, environmental and safety matters (2007 to 2011) Business Attorney • Managed a successful 27-year law practice in Vancouver | OTHER PUBLIC COMPANY BOARDS • Progressive Waste Solutions Ltd.(5) (TSX/ NYSE: BIN) (2014 to 2016) • 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 |

  15. Director Biographies

    | | Elise L. Jordan | | | Residence: Tennessee, USA | | | 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. |

  16. Director Biographies

    | AGE 64 COMMITTEES • Audit (Chair) • Nominating and Corporate Governance BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 5,356 | CAREER HIGHLIGHTS FedEx Corp. (NYSE: FDX) • Senior Advisor (2024 to present) • Executive Vice President and Chief Financial Officer, FedEx Express, responsible for worldwide financial affairs, including financial planning, reporting and analysis, long-range strategic planning and regional accounting and controls (2016 to 2024) • Served in a variety of positions with FedEx Express, including (1983 to 2016): ◦ Senior Vice President, Strategic and Financial Planning and Analysis and Business Systems | ◦ Vice President, Financial Planning ◦ Managing Director, Global Financial Planning ◦ Manager, Corporate/Domestic Business Planning ◦ Operations Analyst Arthur Andersen LLP • Staff Auditor EDUCATION • MBA degree, University of Memphis • BBA degree, Accounting, University of Texas at Austin |

  17. Director Biographies

    Waste Connections, Inc. is a corporation organized under the laws of Ontario, Canada. In 2016, the predecessor corporation, Waste Connections, Inc., a 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 “Company” and “Waste Connections” refer to the combined business after the Progressive Waste acquisition and to the Delaware corporation, now known as “Waste Connections US, Inc.”, before the Progressive Waste acquisition.

  18. Director Biographies

    | | Susan “Sue” Lee | | | Residence: British Columbia, Canada | | | 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. |

  19. Director Biographies

    | AGE 72 COMMITTEES • Compensation • Nominating and Corporate Governance BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 18,867 | CAREER HIGHLIGHTS Suncor Energy Inc. (NYSE:SU, TSX:SU) (1996 to 2012) • Senior Vice-President, Human Resources and Communications (retired in March 2012) • Served in a variety of positions over 16 years, with responsibilities for: ◦ executive compensation and succession planning ◦ governance ◦ merger strategy and integration ◦ stakeholder and government relations TransAlta Corp. • Vice President, Human Resources (1993 to 1996) • Served in various human resources positions for 11 years (1982 to 1992) OTHER PUBLIC COMPANY BOARDS • Empire Company Limited (TSX:EMP.A) (2014 to present) • Progressive Waste Solutions Ltd. (TSX/NYSE: BIN) (2014 to 2016) | • Bonavista Energy Corporation (TSX: BNP) (2013 to 2017) OTHER PRIVATE AND NOT-FOR-PROFIT BOARDS • Holcim Canada (2012 to 2014) • Altalink (2011 to 2014) • Member of the University of Calgary Board of Governors • Member of the Women’s Executive Network Top 100 Women Advisory Board INDUSTRY RECOGNITION • An inaugural inductee into the Hall of Fame for Canada’s Top 100 Most Powerful Women (2007) EDUCATION • Executive Development Program, University of Michigan • Post-graduate diploma, Organizational Behavior, Graduate School of Business Administration, University of Witwatersrand, South Africa • BA degree, Anthropology and Psychology, Rhodes University, South Africa |

  20. Director Biographies

    | | Ronald J. Mittelstaedt | PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR | | | Residence: Texas, USA | | | | 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, as Board Chairman until April 2023, and as President and CEO since April 2023. | |

  21. Director Biographies

    | AGE 60 COMMITTEES • Executive BOARD AND COMMITTEE ATTENDANCE IN 2023 100% COMMON SHARES OWNED OR CONTROLLED 239,187 | CAREER HIGHLIGHTS Waste Connections, Inc. • President, Chief Executive Officer and Director (April 2023 to Present) • Executive Chairman (July 2019 to April 2023) • Chairman (January 1998 to July 2019) • Founder, Director and Chief Executive Officer (1997 to July 2019) • Founder, Director and President (1997 to August 2004) OTHER PUBLIC COMPANY BOARDS • SkyWest, Inc. (NASDAQ: SKYW) (2013 to present) | OTHER PRIVATE AND NOT-FOR-PROFIT BOARDS • Pye-Barker Fire & Safety (2022 to present) • Teichert, Inc. (2020 to 2023) • PRIDE Industries (2009 to 2023) • Established RDM Positive Impact Foundation, to improve the lives of underprivileged and at risk children (2004 to present) EDUCATION • BA degree, Business Economics with a finance emphasis, University of California at Santa Barbara |

  22. Director Biographies

    | | Carl D. Sparks | | | Residence: Texas, USA | | | REASONS FOR NOMINATION We believe Mr. Sparks’ qualifications to serve on our Board of Directors include his current and past experience as a director of publicly traded companies, his significant experience in corporate financial matters and strategic acquisitions, his experience with information technology and cybersecurity, and his substantial experience with growth-oriented companies. |

  23. Director Biographies

    | AGE 56 COMMITTEES • N/A BOARD AND COMMITTEE ATTENDANCE IN 2023 • N/A(6) COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs 578 | CAREER HIGHLIGHTS Interlock Partners (2020 to present) • Managing Partner Academic Partnerships (2016 to 2017) • Chief Executive Officer Travelocity Global (2011 to 2014) • Chief Executive Officer Gilt Groupe (2009 to 2011) • President Expedia.com, a division of Expedia, Inc. (2004 to 2009) • General Manager Hotels.com • Chief Marketing Officer Expedia NA • Senior Vice President Marketing and Merchandising PRIOR POSITIONS • Served in various management positions at: ◦ Bain Capital ◦ Capital One Financial Corporation ◦ living.com ◦ Diageo plc ◦ PepsiCo, Inc. ◦ Boston Consulting Group ◦ L.E.K. Consulting | OTHER PUBLIC COMPANY BOARDS • Copart Inc. (NASDAQ: CPRT) (2021 to present) • Cint Group AB (OMX: CINT) (2022 to present) • Dunkin’ Brands Group, Inc. (2013 to 2020) • Avis Budget Group (NASDAQ: CAR), chair of Audit Committee (2018 to 2021) • Vonage (NASDAQ: VG) (2011 to 2018) OTHER PRIVATE AND NOT-FOR-PROFIT BOARDS • Goodbuy Gear (2023 to present) • Plex, Inc. (2022 to present) • The Nature Conservancy — Texas Board of Trustees (2021 to present) • Music Audience Exchange (2017 to present) • ActionIQ (2016 to 2023) • Blue Nile Inc. (2018 to 2023) • Lucid, LLC (2018 to 2021) EDUCATION • MBA degree, Harvard Business School, Harvard University • BSE degree, Mechanical and Aerospace Engineering, Princeton University |

  24. Director Biographies

    Mr. Sparks joined our Board of Directors in March 2024. Mr. Sparks’ committee assignments are expected to be determined at a future meeting of our Board of Directors.

  25. Director Compensation and Equity Ownership

    Director Compensation and Equity Ownership The Compensation Committee and the Board of Directors aim to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. Director compensation practices have been adopted to align with market best practices and ensure director interests are closely aligned with the interests of our shareholders as set forth below. • Appropriate Compensation Mix. The majority of director compensation is equity-based. Cash retainers, including incremental Board and committee leadership retainers, are intended to provide fixed compensation for time spent, while the equity-based compensation component recognizes director responsibility for strategic oversight and shareholder value. • Periodic Review. Our Compensation Committee re-assesses our non-employee director compensation periodically and intends to continue to engage an independent compensation consultant to perform a comprehensive market analysis of our director compensation program and practices. The results of the most recent review, including changes made to our director compensation program in 2023, are described further in Director Compensation Review. • Annual Limit on Total Compensation. Our 2016 Incentive Award Plan (the “2016 Plan”), a summary of which is attached as Appendix B, sets forth a meaningful annual limit on non-employee director compensation, as further described below in Annual Limit on Non-Employee Director Compensation. • Share Ownership Guidelines. We maintain meaningful share ownership guidelines that align our directors’ long-term interests with those of our shareholders, as further described below in Non-Employee Director Equity Ownership. • No Hedging or Pledging of Securities. We maintain a policy that prohibits directors 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. • No Additional Compensation for Employee Directors. Directors who also serve as employees of the Company receive no additional compensation for director service.

  26. Director Compensation Review

    Director Compensation Review The Compensation Committee periodically engages its independent compensation consultant to review director compensation using the same peer group used to benchmark executive compensation. The Compensation Committee independently retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) in 2022 to review the compensation of the Company’s non-employee directors, which had remained unchanged since 2016. After reviewing the information presented during the fourth quarter of 2022 and upon recommendation by the Compensation Committee, the Board of Directors in February 2023 approved (1) a CAD$35,000 increase in the dollar value of the target DSU/RSU grant for non-employee directors (from CAD$210,000 to CAD$245,000), effective beginning in 2023; and (2) an increase in the share ownership requirement for non-employee directors to hold Common Shares having a market value of at least $500,000, or five times the annual cash retainer. In connection with Mr. Harlan’s appointment as the non-executive Chairman of the Board of Directors, the Board of Directors approved the payment of a $50,000 supplemental annual cash retainer to the non-executive Chairman of the Board of Directors.

  27. Annual Limit on Non-Employee Director Compensation

    Annual Limit on Non-Employee Director Compensation The 2016 Plan contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any equity-based awards under the 2016 Plan that may be made to a non-employee director for service during any calendar year. The annual limit is $350,000 per year (or $700,000 for any non-employee director in the director’s first year of service or for any calendar year that such director serves as non-executive chair of the Board).

  28. Annual Retainer and Equity Grants

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | SHARE AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Andrea E. Bertone | 100,000 | 181,707 | — | 281,707 | | Edward E. “Ned” Guillet | 115,000 | 181,707 | — | 296,707 | | Michael W. Harlan | 150,000 | 181,707 | — | 331,707 | | Larry S. Hughes | —(4) | 181,707 | — | 181,707 | | Elise L. Jordan | 125,000 | 181,707 | — | 306,707 | | Susan “Sue” Lee | 100,000 | 181,707 | — | 281,707 | | William J. Razzouk | 125,000 | 181,707 | — | 306,707 | | Carl D. Sparks(5) | — | — | — | — |

  29. CD&A Appendix — Calculation of Actual Results for 2021 PSU Financial Performance Measures

    CD&A Appendix — Calculation of Actual Results for 2021 PSU Financial Performance Measures As discussed above, the 2021 PSUs were subject to a three year performance period that ended December 31, 2023, with calculations made annually and prorated for the purpose of determining target achievement. The financial performance measures for the 2021 PSUs included: (i) adjusted free cash flow per share growth, and (ii) absolute improvement in ROIC. The calculation of our results for 2020 and 2023 for the adjusted free cash flow measure and the ROIC improvement measure are listed below.

  30. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by each of our NEOs in 2023, 2022 and 2021.

  31. Summary Compensation Table

    | 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 ($)(3) | TOTAL ($) | | Ronald J. Mittelstaedt President and Chief Executive Officer(4) | 2023 | 892,308 | — | 2,734,688 | — | 2,079,000 | — | 49,057 | 5,755,052 | | | 2022 | 500,000 | 250,000 | 850,025 | — | — | — | 4,556 | 1,604,581 | | | 2021 | 500,000 | 250,000 | 851,693 | — | — | — | 4,471 | 1,606,164 | | Worthing F. Jackman Former President and Chief Executive Officer | 2023 | 367,231 | — | 4,179,938 | — | — | — | 1,750,092 | 6,297,261 | | | 2022 | 979,269 | — | 4,260,047 | — | 1,650,000 | — | 80,720 | 6,970,036 | | | 2021 | 900,000 | — | 3,723,139 | — | 2,570,000 | — | 90,728 | 7,283,867 | | Mary Anne Whitney Executive Vice President and Chief Financial Officer | 2023 | 582,723 | — | 1,228,529 | — | 737,100 | — | 35,471 | 2,583,823 | | | 2022 | 564,533 | — | 1,390,048 | — | 585,000 | — | 36,359 | 2,575,940 | | | 2021 | 544,231 | — | 1,290,414 | — | 1,019,700 | — | 36,189 | 2,890,534 | | Darrell W. Chambliss Executive Vice President and Chief Operating Officer | 2023 | 587,785 | — | 1,239,009 | — | 743,400 | — | 37,199 | 2,607,393 | | | 2022 | 569,973 | — | 1,500,037 | — | 590,000 | — | 40,655 | 2,700,665 | | | 2021 | 553,500 | — | 1,397,400 | — | 1,029,600 | — | 34,886 | 3,015,386 | | Patrick J. Shea Executive Vice President, General Counsel and Secretary | 2023 | 518,723 | — | 1,102,491 | — | 661,500 | — | 43,537 | 2,326,251 | | | 2022 | 472,331 | — | 1,214,961 | — | 525,000 | — | 39,050 | 2,251,342 | | | 2021 | 457,923 | — | 1,132,331 | — | 853,200 | — | 42,800 | 2,486,254 | | James M. Little Executive Vice President – Engineering and Disposal | 2023 | 473,154 | — | 997,550 | — | 598,500 | — | 22,502 | 2,091,706 | | | 2022 | 458,450 | — | 1,184,953 | — | 475,000 | — | 45,196 | 2,163,599 | | | 2021 | 445,731 | — | 1,101,592 | — | 828,000 | — | 39,354 | 2,414,677 |

  32. Summary Compensation Table

    (1) Amounts shown reflect salary earned by the NEOs for each year indicated and reflect increases that Ms. Whitney and Messrs. Jackman, Chambliss, Shea and Little received on February 1, 2023, and that Mr. Mittelstaedt received on April 23, 2023, upon his appointment as President and Chief Executive Officer. Share based awards consist of (i) RSUs granted under the 2016 Plan, and (ii) PSUs granted under the 2016 Plan. Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value of the awards computed in accordance with GAAP, excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the fair value of share awards is set forth under Note 3 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 14, 2024. The table below sets forth the details of the components that make up the fiscal year 2023 share-based awards for our NEOs. The annual RSU awards vest in four substantially equal annual installments beginning on the first anniversary of the grant date. The annual PSU awards granted in 2023 will vest, if at all, within 15 business days following the date on which the determination by the Compensation Committee is made with respect to the achievement of the performance goals, but in no event shall the vesting be later than March 15, 2026.

  33. Summary Compensation Table

    | | COMPONENTS OF ANNUAL SHARE-BASED AWARDS | | | NAME | VALUE OF RESTRICTED SHARE UNITS ($) | VALUE OF PERFORMANCE-BASED RESTRICTED SHARE UNITS ($) | | Ronald J. Mittelstaedt | 1,367,340 | 1,367,348 | | Worthing F. Jackman | 2,089,969 | 2,089,969 | | Mary Anne Whitney | 614,264 | 614,264 | | Darrell W. Chambliss | 619,573 | 619,437 | | Patrick J. Shea | 551,246 | 551,246 | | James M. Little | 498,843 | 498,707 |

  34. Summary Compensation Table

    (3) Amount shown reflects costs incurred by the Company related to (a) matching contributions under the Company’s 401(k) plan, (b) matching contributions under the Company’s nonqualified deferred compensation plan, (c) life insurance premiums, (d) professional association dues, (e) tax preparation expenses, (f) club dues, (g) optional annual executive physical examinations, (h) personal use of corporate aircraft incidental to a business function, (i) other personal use of corporate aircraft, and (j) for Mr. Jackman, the severance amount set forth below. We make private aircraft available for business use to our NEOs and other employees. Our general policy is not to permit employees, including the NEOs, to use the aircraft for personal use. Occasionally, employees or their relatives or spouses, including relatives or spouses of the NEOs, may derive personal benefit from travel on our aircraft incidental to a business function, such as when an NEO’s spouse accompanies the officer to the location of an event the officer is attending for business purposes. For purposes of our Summary Compensation Table, we value the compensatory benefit to the officer at the incremental cost to us of conferring the benefit, which consists of additional catering and fuel expenses. In the example given, the incremental cost would be nominal because the aircraft would have been used to travel to the event, and the basic costs of the trip would have been incurred, whether or not the NEO’s spouse accompanied the officer on the trip. On the occasions when we permit an employee to use the aircraft for personal use, we value the compensation benefit to such employee (including NEOs) at the incremental cost to us of conferring the benefit, which consists of the average weighted fuel expenses, catering expenses, trip-related crew expenses, landing fees and trip-related hangar/parking costs. Since our aircraft are used primarily for business travel, the valuation excludes the fixed costs that do not change based on usage, such as pilots’ compensation and the cost of maintenance. Our valuation of personal use of aircraft as set forth in this Proxy Statement is calculated in accordance with SEC guidance, which may not be the same as valuation under applicable tax regulations. The following table includes each amount representing more than 10% of All Other Compensation paid to each of our NEOs in 2023:

  35. Summary Compensation Table

    | NAME | MATCHING CONTRIBUTIONS TO 401(K) ($) | COMPANY CONTRIBUTIONS UNDER NONQUALIFIED DEFERRED COMPENSATION PLAN ($) | LIFE INSURANCE PREMIUMS PAID BY COMPANY(a) ($) | TAX PREPARATION EXPENSES ($) | CLUB DUES ($) | PERSONAL USE OF CORPORATE AIRCRAFT ($) | SEVERANCE ($)(b) | | Ronald J. Mittelstaedt | — | — | — | — | — | 44,600 | — | | Worthing F. Jackman | — | — | — | — | — | — | 1,746,963 | | Mary Anne Whitney | 16,500 | — | — | — | 15,133 | — | — | | Darrell W. Chambliss | 16,500 | — | 4,846 | 7,042 | 6,529 | — | — | | Patrick J. Shea | 16,500 | — | — | 5,175 | 14,825 | — | — | | James M. Little | 16,500 | — | 3,809 | — | — | — | — |

  36. Summary Compensation Table

    (a) Amounts shown are paid by the Company in connection with life insurance policies made available to all participants in our Nonqualified Deferred Compensation Plan, including the NEOs. (b) Severance payment paid or accrued to Mr. Jackman in connection with his departure in April 2023. The severance amount reflected in this table does not include the value of accelerated vesting of equity awards Mr. Jackman was entitled to receive upon his departure. For a summary of those amounts, see “Potential Payments Upon Termination or Change in Control — Actual NEO Departures During 2023” below. Ronald J. Mittelstaedt was a director and the Executive Chairman of the Company’s Board of Directors, and his compensation for Board service ceased with his appointment as President and Chief Executive Officer on April 23, 2023. Amounts shown for 2023 include both approximately eight months of compensation for Mr. Mittelstaedt’s service as President and Chief Executive Officer and approximately four months of compensation for his Board service prior to his appointment as President and Chief Executive Officer. Amounts shown for 2022 and 2021 reflect compensation for Mr. Mittelstaedt’s service as Executive Chairman.

  37. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table summarizes annual cash incentive and equity-based awards granted to our NEOs by the Company in 2023.

  38. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | 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 (#) | | | | Ronald J. Mittelstaedt | RSU | 2/17/23 | — | — | — | — | — | — | 1,837 | 250,034 | | | RSU | 5/12/23 | — | — | — | — | — | — | 7,765 | 1,117,306 | | | PSU | 2/17/23 | — | — | — | — | 1,836 | 4,590 | — | 249,898(5) | | | PSU | 5/12/23 | — | — | — | — | 7,766 | 19,415 | — | 1,117,450(5) | | | MICP | — | 330,000 | 1,650,000 | 3,300,000 | — | — | — | — | — | | Worthing F. Jackman | RSU | 2/17/23 | — | — | — | — | — | — | 15,355 | 2,089,969 | | | PSU | 2/17/23 | — | — | — | — | 15,355 | 38,387 | — | 2,089,969(5) | | | MICP | — | 330,000 | 1,650,000 | 3,300,000 | — | — | — | — | — | | Mary Anne Whitney | RSU | 2/17/23 | — | — | — | — | — | — | 4,513 | 614,264 | | | PSU | 2/17/23 | — | — | — | — | 4,513 | 11,282 | — | 614,264(5) | | | MICP | — | 117,000 | 585,500 | 1,170,000 | — | — | — | — | — | | Darrell W. Chambliss | RSU | 2/17/23 | — | — | — | — | — | — | 4,552 | 619,573 | | | PSU | 2/17/23 | — | — | — | — | 4,551 | 11,377 | — | 619,437(5) | | | MICP | — | 118,000 | 590,000 | 1,180,000 | — | — | — | — | — | | Patrick J. Shea | RSU | 2/17/23 | — | — | — | — | — | — | 4,050 | 551,246 | | | PSU | 2/17/23 | — | — | — | — | 4,050 | 10,125 | — | 551,246(5) | | | MICP | — | 105,000 | 525,000 | 1,050,000 | — | — | — | — | — | | James M. Little | RSU | 2/17/23 | — | — | — | — | — | — | 3,665 | 498,843 | | | PSU | 2/17/23 | — | — | — | — | 3,664 | 9,160 | — | 498,707(5) | | | MICP | — | 95,000 | 475,000 | 950,000 | — | — | — | — | — |

  39. Grants of Plan-Based Awards in Fiscal Year 2023

    (1) “RSU” refers to restricted share units granted under the 2016 Plan. “PSU” refers to performance-based restricted share units granted under the 2016 Plan. “MICP” refers to cash awards made pursuant to our Management Incentive Compensation Program, which is administered pursuant to the 2016 Plan. (2) In the case of the MICP, the target incentive amounts shown in this column reflect our annual incentive bonus plan awards under the MICP and represent the target awards pre-established as a percentage of salary. The maximum is the greatest payout which can be made if the pre-established maximum performance level is met or exceeded. Actual annual incentive bonus amounts earned by the NEOs for 2023 under the MICP are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (3) Share awards consist of RSUs granted under the 2016 Plan on February 17, 2023. Share awards for Ronald Mittelstaedt consist of RSUs granted under the 2016 Plan on February 17, 2023, while he was Executive Chairman, and on May 12, 2023, following his appointment as President and Chief Executive Officer. The RSUs generally vest in equal, annual installments over the four-year period following the date of grant, beginning on the first anniversary of the date of grant. See “Compensation Discussion and Analysis — Equity-Based Compensation” for more information regarding RSU awards. (4) The value of a share award is based on the fair value as of the grant date of such award computed in accordance with GAAP, excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the fair value of share awards is set forth under Note 3 of the “Notes to Consolidated Financial Statements” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 14, 2024. Represents the range of possible payouts of Common Shares upon the vesting of PSUs granted in fiscal year 2023 under the 2016 Plan. Awards are capped at the maximum, and no awards will vest unless the pre-established threshold performance level is met or exceeded. The “Grant Date Fair Value of Share Awards” represents the value of PSUs based on the expected outcome as of the date of grant. This result is based on (i) achieving the target level of a return on invested capital, or ROIC; (ii) achieving the target level of a free cash flow/share CAGR goal; and (iii) achieving the target level of progress towards the long-term ESG and sustainability targets, as modified by the Company's relative TSR. See “Compensation Discussion and Analysis — Equity-Based Compensation” for more information regarding PSU awards.

  40. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table summarizes RSUs and PSUs that have not vested and related information for each of our NEOs as of December 31, 2023.

  41. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | | 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 ($)(7) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(8) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(8) | | Ronald J. Mittelstaedt | RSU | 02/14/20 | 663(2) | 98,966 | — | — | | | RSU | 02/19/21 | 2,133(3) | 318,393 | — | — | | | RSU | 02/18/22 | 2,635(4) | 393,326 | — | — | | | RSU | 02/17/23 | 1,837(5) | 274,209 | — | — | | | RSU | 05/12/23 | 7,765(6) | 1,159,082 | — | — | | | PSU | 02/19/21 | — | — | 4,267 | 636,935 | | | PSU | 02/18/22 | — | — | 3,512 | 524,236 | | | PSU | 02/17/23 | — | — | 1,836 | 274,060 | | | PSU | 05/12/23 | — | — | 7,766 | 1,159,231 | | Worthing F. Jackman(9) | — | — | — | — | — | — | | Mary Anne Whitney | RSU | 02/14/20 | 1,050(2) | 156,734 | — | — | | | RSU | 02/19/21 | 3,232(3) | 482,441 | — | — | | | RSU | 02/18/22 | 4,308(4) | 643,055 | — | — | | | RSU | 02/17/23 | 4,513(5) | 673,656 | — | — | | | PSU | 02/19/21 | — | — | 6,465 | 965,031 | | | PSU | 02/18/22 | — | — | 5,744 | 857,407 | | | PSU | 02/17/23 | — | — | 4,513 | 673,656 | | Darrell W. Chambliss | RSU | 02/14/20 | 1,338(2) | 199,723 | — | — | | | RSU | 02/19/21 | 3,500(3) | 522,445 | — | — | | | RSU | 02/18/22 | 4,649(4) | 693,956 | — | — | | | RSU | 02/17/23 | 4,552(5) | 679,477 | — | — | | | PSU | 02/19/21 | — | — | 7,001 | 1,045,039 | | | PSU | 02/18/22 | — | — | 6,198 | 925,175 | | | PSU | 02/17/23 | — | — | 4,551 | 679,328 | | Patrick J. Shea | RSU | 02/14/20 | 1,090(2) | 162,704 | — | — | | | RSU | 02/19/21 | 2,836(3) | 423,330 | — | — | | | RSU | 02/18/22 | 3,766(4) | 562,151 | — | — | | | RSU | 02/17/23 | 4,050(5) | 604,544 | — | — | | | PSU | 02/19/21 | — | — | 5,673 | 846,809 | | | PSU | 02/18/22 | — | — | 5,020 | 749,335 | | | PSU | 02/17/23 | — | — | 4,050 | 604,544 | | James M. Little | RSU | 02/14/20 | 1,075(2) | 160,465 | — | — | | | RSU | 02/19/21 | 2,759(3) | 411,836 | — | — | | | RSU | 02/18/22 | 3,673(4) | 548,269 | — | — | | | RSU | 02/17/23 | 3,665(5) | 547,075 | — | — | | | PSU | 02/19/21 | — | — | 5,519 | 823,821 | | | PSU | 02/18/22 | — | — | 4,896 | 730,826 | | | PSU | 02/17/23 | — | — | 3,664 | 546,925 |

  42. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) “RSU” refers to restricted share units granted under the 2016 Plan. “PSU” refers to performance-based restricted share units granted under the 2016 Plan. Assuming that the first-year performance hurdle is satisfied, which in the case of these grants it was, the RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 14, 2020. The RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 19, 2021. (4) The RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 18, 2022. (5) The RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 17, 2023. (6) The RSUs vest in equal installments on each of the first four anniversaries of May 12, 2023. (7) Based on the closing price of Common Shares of $149.27 on the NYSE on December 29, 2023, the last trading day of the 2023 fiscal year. (8) Represents unearned Common Shares under the PSU awards granted in February 2021, February 2022, February 2023 and May 12, 2023. Based on guidance provided by the SEC, the targeted potential number of Common Shares for such grants has been assumed. The amounts shown include the full award for the performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025. The PSUs will vest, if at all, within 15 business days following the date on which the determination by the Compensation Committee is made with respect to the achievement of the performance goals, but in no event shall the vesting be later than March 15, 2024, March 15, 2025 and March 15, 2026, respectively. (9) In connection with his departure from the Company on April 23, 2023, all of Mr. Jackman’s unvested RSUs and PSUs immediately vested on April 23, 2023.

  43. Shares Vested in Fiscal Year 2023

    Shares Vested in Fiscal Year 2023 The following table summarizes each vesting of RSUs and PSUs, and related information, for each of our NEOs on an aggregated basis during 2023.

  44. Shares Vested in Fiscal Year 2023

    | | SHARE AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Ronald J. Mittelstaedt | 28,633 | 3,889,352 | | Worthing F. Jackman(1) | 126,661 | 18,043,258 | | Mary Anne Whitney | 10,483 | 1,416,963 | | Darrell W. Chambliss | 13,006 | 1,757,524 | | Patrick J. Shea | 10,408 | 1,406,361 | | James M. Little | 10,226 | 1,381,738 |

  45. Shares Vested in Fiscal Year 2023

    (1) In connection with his departure from the Company on April 23, 2023, all of Mr. Jackman’s unvested RSUs and PSUs immediately vested on April 23, 2023.

  46. Pension Benefits in Fiscal Year 2023

    Pension Benefits in Fiscal Year 2023 We do not sponsor any qualified or non-qualified defined benefit plans for any of our NEOs or other corporate officers.

  47. Nonqualified Deferred Compensation in Fiscal Year 2023

    Nonqualified Deferred Compensation in Fiscal Year 2023 The following table summarizes the participation of our NEOs during 2023 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.

  48. Nonqualified Deferred Compensation in Fiscal Year 2023

    | 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 | — | — | 467,301 | (5,206,550) | 5,690,638 | | Worthing F. Jackman | 8,654 | 15,250 | 1,419 | (187,376) | 14,574 | | Mary Anne Whitney | 11,655 | — | 168,589 | — | 1,374,148 | | Darrell W. Chambliss | — | — | 873,050 | (144,775) | 5,965,174 | | Patrick J. Shea | 62,875 | — | 154,013 | — | 1,095,885 | | James M. Little | — | — | 103,519 | — | 684,236 |

  49. Nonqualified Deferred Compensation in Fiscal Year 2023

    (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 an NEO are reported in the Summary Compensation Table under “Salary”, “Bonus” and/ or “Non-Equity Incentive Plan Compensation” and matching contributions we make to an NEO’s account are reported in the Summary Compensation Table under “All Other Compensation.” (2) Amounts in this column are not included in any other amounts disclosed in this Proxy Statement, as the amounts are not preferential earnings. Instead, earnings disclosed are determined by reference to the returns on one or more select mutual funds, as determined by the participant, that are also available for investment by the general public. Amounts shown in this column include amounts reported as compensation to the NEO in the Summary Compensation Table in our previous proxy statements or annual reports on Form 10-K. The NEOs and certain other highly compensated employees are entitled to participate in the Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan allows an eligible employee to voluntarily defer receipt of up to 80% of the employee’s base salary, and up to 100% of bonuses and commissions. We make a matching contribution of 100% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, less the amount of any match we make on behalf of the employee under the Company-sponsored 401(k) plan, and subject to certain deferral limitations imposed by the IRC on 401(k) plans. Our matching contributions are 100% vested when made. The Company also credits an amount reflecting a deemed return to each participant’s deferred compensation account periodically, based on the returns of various mutual funds or measurement funds selected by the participant. 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. The funds offered as investment options by our plan administrator experienced annual rates of return for the calendar year ended December 31, 2023 of between -3.58% and 27.98%. Distributions from the Nonqualified Deferred Compensation Plan are triggered by the occurrence of certain events, including termination of employment and scheduled in-service distributions as allowed by the Internal Revenue Service. Upon termination of employment or the scheduled in-service date, as applicable, a participant will receive a distribution from the plan in the form he or she previously selected — either in a lump sum or in annual installments over any period selected, up to fifteen years. Payments will commence within 60 days after the last day of the six-month period immediately following the termination date or the scheduled in-service date, as applicable. If a participant becomes disabled, he or she will receive his or her entire account balance in a lump sum within 60 days of the date on which he or she became disabled. Upon the death of a participant during employment or while receiving his or her benefits under the plan following termination of employment, his or her unpaid account balance will be paid to his or her beneficiary in a lump sum within 60 days of the date the plan committee is notified of his or her death. Participants also elect whether to receive a distribution of their entire account balance in a lump sum upon a change in control of the Company, as defined in the plan, or whether to have their account balance remain in the plan after a change in control. In the absence of such an election, a participant will receive a distribution after a change in control occurs. Participants may also choose to receive lump sum distributions of all or a portion of their account balances upon optional, scheduled distribution dates or upon an unforeseeable financial emergency. Optional distribution dates must be a January 1 that is at least three years after the end of the plan year in which the deferral election is made. Optional distributions may be postponed, subject to certain conditions specified in the plan. Distributions upon an unforeseeable financial emergency are also subject to certain restrictions specified in the plan.

  50. Equity Compensation Plan Information

    Equity Compensation Plan Information 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, 2023.

  51. Equity Compensation Plan Information

    | | (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) | 2,062,801(2) | $127.85(3) | 2,683,803(4) | | Not approved by shareholders | — | — | — | | TOTAL | 2,062,801 | $127.85(3) | 2,683,803 |

  52. Equity Compensation Plan Information

    (1) Consists of the following plans approved by the Company’s and Progressive Waste’s shareholders, as applicable, including the assumptions thereof by the Company on June 1, 2016: (a) the 2016 Plan; (b) the Third Amended and Restated 2004 Equity Incentive Plan; and (c) the Amended and Restated Share Option Plan adopted by Progressive Waste on July 22, 2009. (2) Includes an aggregate of 985,396 RSUs, 259,532 PSUs, and 817,873 warrants. (3) Excludes RSUs, PSUs and DSUs. (4) The remaining 2,683,803 Common Shares reserved for issuance under the 2016 Plan will be issuable upon the exercise of future warrants or share option grants or pursuant to future restricted share, RSU or performance awards that vest upon the attainment of prescribed performance milestones or the completion of designated service periods. The Board of Directors unanimously adopted resolutions in 2014 approving the reduction of the shares available for future issuance under the Third Amended and Restated 2004 Equity Incentive Plan to zero, and the Executive Committee of the Company unanimously adopted resolutions in 2017 approving the reduction of shares available for future issuance under the Amended and Restated Share Option Plan to zero, and as a result no further awards will be granted under the Third Amended and Restated 2004 Equity Incentive Plan or the Amended and Restated Share Option Plan. On June 1, 2016, the Board of Directors adopted the 2016 Plan, which was approved by Progressive Waste’s shareholders on May 26, 2016. On July 24, 2017, and July 24, 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan, none of which required approval of the Company’s shareholders. A summary of the 2016 Plan is attached as Appendix B. The 2016 Plan, as amended, is administered by the Compensation Committee and provides that the aggregate number of Common Shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 Common Shares, representing 2.91%(8) of our issued and outstanding Common Shares. Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of share options, warrants, restricted shares, RSUs, performance awards (which may be paid in cash, Common Shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or Common Shares) of dividends paid on Common Shares), and share payments (a payment in the form of Common Shares or a share option or other right to purchase Common Shares as part of a bonus, defined compensation or other arrangement). The 2016 Plan also provides for awards to non-employee directors in the form of DSUs, which represent the right to receive a cash payment or its equivalent in Common Shares (or a combination of cash and Common Shares), or which may at the time of grant be expressly limited to settlement only in cash and not in Common Shares. As of December 31, 2023, DSUs, RSUs, PSUs and Warrants were the only forms of awards granted under the 2016 Plan. As of December 31, 2023, under the 2016 Plan, there were 22,851 DSUs outstanding, representing 0.009% of our Common Shares then issued and outstanding, 936,267 RSUs outstanding, representing 0.363% of our Common Shares then issued and outstanding, 259,532 PSUs outstanding, representing 0.101% of our Common Shares then issued and outstanding, 817,873 Warrants outstanding, representing 0.317% of our Common Shares then issued and outstanding, and 2,683,803 awards remained available for grant, representing 1.042% of our Common Shares then issued and outstanding. The annual burn rate (excluding warrants issued in connection with acquisitions closed during the applicable fiscal year) under the 2016 Plan for the fiscal years ended 2021, 2022 and 2023 was 0.240%, 0.226% and 0.196%, respectively. The annual burn rate is calculated as (x) the number of securities (i.e., DSUs, RSUs and PSUs) granted thereunder during the applicable fiscal year, divided by (y) the weighted average number of shares outstanding in 2023, calculated in accordance with the CPA Canada Handbook. When warrants issued in connection with acquisitions closed during the applicable fiscal year are included, the annual burn rate under the 2016 Plan for the fiscal years ended 2021, 2022 and 2023 was 0.325%, 0.346% and 0.247%, respectively. Based on 258,019,417 Common Shares outstanding as of the Record Date.

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  54. Severance Arrangements in Effect in 2023

    Severance Arrangements in Effect in 2023 During 2023, (i) Mr. Mittelstaedt, our President and Chief Executive Officer, was eligible to receive separation benefits and change in control payments pursuant to the participation letter agreement under the Separation Benefits Plan that was entered into on April 23, 2023, (ii) our other NEOs were eligible to receive separation benefits and change in control payments pursuant to the participation letter agreements under the Separation Benefits Plan that were entered into on July 25, 2019, for Messrs. Chambliss, Shea and Little, and February 1, 2021, for Ms. Whitney, each as amended on November 10, 2022, and (iii) Mr. Jackman, our former President and Chief Executive Officer, was eligible to receive separation benefits and change in control payments pursuant to the participation letter agreement under the Separation Benefits Plan that was entered into on July 25, 2019, as amended on November 10, 2022, which was in effect upon his separation from employment on April 23, 2023. Except for Mr. Jackman, the following discussion assumes that a termination or resignation of employment occurred on December 31, 2023, as applicable, and describes the terms of these payments and benefits and the circumstances in which they will be paid or provided. Mr. Jackman departed the Company on April 23, 2023, and his actual separation arrangement is discussed following the tables set forth below. Under the terms of the Separation Benefits Plan and their respective participation letter agreements, each of Ms. Whitney and Messrs. Mittelstaedt, Chambliss, Shea and Little is, and Mr. Jackman was, 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. The amount payable to Ms. Whitney and Messrs. Mittelstaedt, Chambliss, Shea and Little is, and to Mr. Jackman was: (i) a cash payment equal to 2.99x of his or her then-current base salary; and (ii) an amount equal to the target bonus for the year in which the termination occurs, which is 150% of Mr. Mittelstaedt’s base salary at the time of termination, was 150% of Mr. Jackman’s base salary at the time of termination, and is 100% of Ms. Whitney’s and Messrs. Chambliss’, Shea’s and Little’s base salary at the time of termination, payable in three equal installments over the two-year period following termination. In addition, under the terms of the Separation Benefits Plan, if an NEO is entitled to receive separation pay in connection with his or her termination of employment, then (i) the NEO is entitled to full accelerated vesting of his or her outstanding but unvested time-based equity awards; (ii) the designated performance goals of the NEO’s performance-based equity awards shall be deemed to have been satisfied (and, for any award with different levels of potential payment, such performance shall be deemed to be at the target level), any remaining vesting conditions shall be deemed to be satisfied on the NEO’s date of termination and such awards shall be settled as soon as administratively practicable thereafter; and (iii) the post-termination exercise period of any outstanding share options held by the NEO shall be extended through the earlier of the third anniversary of the termination date or the expiration of the original term of such share options. 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 other 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. Each NEO is also entitled to the foregoing benefits if such NEO’s employment is terminated as a result of the NEO’s death or disability, except that in the event of death, the estate shall not receive the NEO Health Insurance Benefit. Upon a termination by us without cause or resignation by the NEO for good reason within two years after a change in control, the NEOs are each entitled to receive the benefits described above for a termination without cause, payable in a lump sum on or within 60 days following the date of termination. Further, the 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 such participating NEOs 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 above severance benefits, the NEOs must abide by certain restrictive covenants in the Separation Benefits Plan, including a commitment by each NEO not to compete with the Company in a restricted territory and not to solicit our customers or employees for 12 months following the date of such NEO’s termination of employment. For purposes of the Separation Benefits Plan, “good reason” is generally defined as: (i) assignment to the NEO of duties inconsistent with and resulting in a diminution of the NEO’s position (including status, offices, titles, responsibilities and reporting requirements), authority, duties or responsibilities as they existed on the effective date of the applicable participation letter agreement; or any other action by the Company which results in a 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 WCI Group is maintained); provided, however, that the NEO’s failure to be in the same position (including status, offices, titles, responsibilities and reporting requirements) with the Company will constitute “good reason”; (ii) the relocation of the NEO’s principal place of employment to a location more than fifty (50) miles from its present location without the NEO’s prior approval; (iii) a material reduction by the Company in the NEO’s total annual cash compensation (base and bonus) without the NEO’s prior approval; (iv) on or after a change in control, a material reduction by the Company in the NEO’s total annual compensation (base, bonus, and equity opportunities) without the NEO’s prior approval; (v) a failure by the WCI Group to continue in effect, without substantial change, any benefit plan or arrangement in which the NEO was participating or the taking of any action by the WCI Group which would adversely affect the NEO’s participation in or materially reduce the 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 Plan without the NEO having committed any material breach of the NEO’s obligations 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 that causes the NEO to be employed by an entity that is not a member of the WCI Group.

  55. Severance Arrangements in Effect in 2023

    For the purposes of the Separation Benefits Plan, “cause” is defined as: (i) a material breach of any of the terms of the agreement or any other agreement with the Company or any member of 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 Separation Benefits Plan; (iii) gross negligence or willful misconduct of a material nature in connection with the performance of the 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 or any member of the WCI Group. Further, for the purposes of the Separation Benefits Plan, a “change in control” is deemed to have occurred if: • there shall be consummated (a) any reorganization, liquidation or consolidation of the Company, or any merger or other business combination of the Company with any other corporation, other than any such merger or other business combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction; or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or • any person (as defined in Section 13(d) and 14(d) of the Exchange Act), shall become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the Company’s outstanding voting securities; or • during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board of Directors shall cease for any reason to constitute at least one-half of the membership thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of the period. The NEOs’ participation letter agreements under the Separation Benefits Plan further deem a “change in control” to have occurred if: • any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the outstanding voting securities of a subsidiary of the Company that owns all or substantially all of the WCI Group’s United States operations; • there is a reorganization, merger or other business combination of a subsidiary of the Company that owns all or substantially all of the WCI Group’s United States operations with any other corporation, other than any such merger or other combination that would result in the voting securities of the subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the subsidiary or such surviving entity outstanding immediately after such transaction; or • there is a direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of related transactions) by the WCI Group of all, or substantially all, of its United States operations.

  56. Potential Payments Tables

    Potential Payments Tables The following tables estimate the payments we would be obligated to make to each of our NEOs who remained with the Company through the end of 2023 as a result of the NEO’s termination (including, in certain cases, in connection with a change in control of the Company) or resignation, assuming such termination or resignation occurred on December 31, 2023. We have calculated the estimated payments to meet SEC disclosure requirements. The estimated payments are not necessarily indicative of the actual amounts any of our NEOs would receive in such circumstances. For Mr. Jackman, his actual separation arrangement is discussed following the tables below. For illustrative purposes only, the tables assume that: (a) a termination or resignation of employment occurred on December 31, 2023, as applicable; and (b) the price per share of the Common Shares is $149.27, the NYSE closing price on December 29, 2023, the last trading day of the 2023 fiscal year. In addition to the amounts reflected in the tables, on termination of employment, all vested deferred compensation and other retirement benefits payable to the employee under benefit plans in which he or she then participated would be paid to the NEO in accordance with the provisions of the respective plans. These plans include our voluntary 401(k) plan and our Nonqualified Deferred Compensation Plan.

  57. Ronald J. Mittelstaedt, President and Chief Executive Officer

    | | 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 | — | 4,981,369(4) | 4,981,369(4) | 4,939,000(5) | 4,981,369(4) | — | 4,981,369(4) | | Unvested Share Options, Restricted Share Units and Other Equity in Company | —(3) | 4,739,471(6) | 4,739,471(6) | 4,739,471(6) | 4,739,471(6) | —(3) | 4,739,471(7) | | TOTAL | — | 9,720,840 | 9,720,840 | 9,678,471 | 9,720,840 | — | 9,720,840 |

  58. Ronald J. Mittelstaedt, President and Chief Executive Officer

    (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Mittelstaedt’s then-current base salary; (ii) Mr. Mittelstaedt’s target bonus for the year in which the termination occurs, which was 150% of his base salary at the time of termination; and (iii) the NEO Health Insurance Benefit. (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Mittelstaedt’s then-current base salary; and (ii) Mr. Mittelstaedt’s target bonus for the year in which the termination occurs, which was 150% of his base salary at the time of termination. (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Mittelstaedt does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Mittelstaedt’s employment by the Company without cause or by Mr. Mittelstaedt for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Mittelstaedt does not currently hold any share options.

  59. Mary Anne Whitney, Executive Vice President and Chief Financial Officer

    | | 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 | — | 2,376,519(4) | 2,376,519(4) | 2,334,150(5) | 2,376,519(4) | — | 2,376,519(4) | | Unvested Share Options, Restricted Share Units and Other Equity in Company | —(3) | 4,451,978(6) | 4,451,978(6) | 4,451,978(6) | 4,451,978(6) | —(3) | 4,451,978(7) | | TOTAL | — | 6,828,497 | 6,828,497 | 6,786,128 | 6,828,497 | — | 6,828,497 |

  60. Mary Anne Whitney, Executive Vice President and Chief Financial Officer

    (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit her bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Ms. Whitney’s then-current base salary; (ii) Ms. Whitney’s target bonus for the year in which the termination occurs, which was 100% of her base salary at the time of termination; and (iii) the NEO Health Insurance Benefit. Reflects an amount equal to the sum of (i) 2.99x of Ms. Whitney’s then-current base salary; and (ii) Ms. Whitney’s target bonus for the year in which the termination occurs, which was 100% of her base salary at the time of termination. Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Ms. Whitney does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Ms. Whitney’s employment by the Company without cause or by Ms. Whitney for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Ms. Whitney does not currently hold any share options.

  61. Darrell W. Chambliss, Executive Vice President and Chief Operating Officer

    | | 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 | — | 2,396,586(4) | 2,396,586(4) | 2,354,100(5) | 2,396,586(4) | — | 2,396,586(4) | | Unvested Share Options, Restricted Share Units and Other Equity in Company | —(3) | 4,745,144(6) | 4,745,144(6) | 4,745,144(6) | 4,745,144(6) | —(3) | 4,745,144(7) | | TOTAL | — | 7,141,730 | 7,141,730 | 7,099,244 | 7,141,730 | — | 7,141,730 |

  62. Darrell W. Chambliss, Executive Vice President and Chief Operating Officer

    (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Chambliss’ then-current base salary; (ii) Mr. Chambliss’ target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination; and (iii) the NEO Health Insurance Benefit. (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Chambliss’ then-current base salary; and (ii) Mr. Chambliss’ target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination. (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Chambliss does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Chambliss’ employment by the Company without cause or by Mr. Chambliss for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Chambliss does not currently hold any share options.

  63. Patrick J. Shea, Executive Vice President, General Counsel and Secretary

    | | 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 | — | 2,137,119(4) | 2,137,119(4) | 2,094,750(5) | 2,137,119(4) | — | 2,137,119(4) | | Unvested Share Options, Restricted Share Units and Other Equity in Company | —(3) | 3,953,416(6) | 3,953,416(6) | 3,953,416(6) | 3,953,416(6) | —(3) | 3,953,416(7) | | TOTAL | — | 6,090,535 | 6,090,535 | 6,048,166 | 6,090,535 | — | 6,090,535 |

  64. Patrick J. Shea, Executive Vice President, General Counsel and Secretary

    (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. Reflects an amount equal to the sum of (i) 2.99x of Mr. Shea’s then-current base salary; (ii) Mr. Shea’s target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination; and (iii) the NEO Health Insurance Benefit. (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Shea’s then-current base salary; and (ii) Mr. Shea’s target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination. (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Shea does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Shea’s employment by the Company without cause or by Mr. Shea for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Shea does not currently hold any share options.

  65. James M. Little, Executive Vice President — Engineering and Disposal

    | | 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 | — | 1,937,619(4) | 1,937,619(4) | 1,895,250(5) | 1,937,619(4) | — | 1,937,619(4) | | Unvested Share Options, Restricted Share Units and Other Equity in Company | —(3) | 3,769,216(6) | 3,769,216(6) | 3,769,216(6) | 3,769,216(6) | —(3) | 3,769,216(7) | | TOTAL | — | 5,706,835 | 5,706,835 | 5,664,466 | 5,706,835 | — | 5,706,835 |

  66. James M. Little, Executive Vice President — Engineering and Disposal

    (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Little’s then-current base salary; (ii) Mr. Little’s target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination; and (iii) the NEO Health Insurance Benefit. (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Little’s then-current base salary; and (ii) Mr. Little’s target bonus for the year in which the termination occurs, which was 100% of his base salary at the time of termination. (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Little does not currently hold any share options. Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Little’s employment by the Company without cause or by Mr. Little for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Little does not currently hold any share options.

  67. Former President and Chief Executive Officer Separation Arrangement

    Former President and Chief Executive Officer Separation Arrangement As discussed above, Mr. Jackman departed from the Company effective April 23, 2023. For purposes of Mr. Jackman’s letter agreement dated July 25, 2019, as amended on November 10, 2022, and the related Separation Benefits Plan as amended and restated July 26, 2022, Mr. Jackman’s departure qualified as a termination without cause. Pursuant to his letter agreement and the related Separation Benefits Plan, and as reiterated in the Separation Agreement executed by Mr. Jackman on April 23, 2023, Mr. Jackman was entitled to severance compensation and benefits consisting of: (i) 2.99x of Mr. Jackman’s then-current base salary plus Mr. Jackman’s target bonus for the year in which the termination occurs, which was 150% of his base salary at the time of termination, payable in three equal installments over the two-year period following termination (payable in three equal installments of $1,646,334, less applicable tax withholdings); (ii) the NEO Health Insurance Benefit (which totaled $37,444); (iii) the immediate vesting of all of Mr. Jackman’s outstanding but unvested share options, RSUs, PSUs (vesting at the target performance levels) and other equity awards as of the date of termination (valued at approximately $13,501,700); and (iv) accrued dividends payable on the accelerated vesting of Mr. Jackman’s outstanding but unvested PSUs pursuant to the provisions of the 2016 Plan (which totaled $63,184, less applicable tax withholdings). In addition, in connection with his departure, Mr. Jackman agreed to extend the period of his non-competition and non-solicitation obligations from one year to three years under the Separation Agreement in exchange for the Company’s agreement to provide him with potential cash payments only to the extent that the Company’s performance over the performance period for his PSU awards actually exceeds the target levels of performance. These potential cash payments will be equal to the value of the additional shares he would have received had he remained employed through the dates on which each of his three outstanding PSU awards would have been settled if any of those awards would have been settled for an amount of shares in excess of the target amount of shares. The separation benefits described above were subject to Mr. Jackman’s execution and non-revocation of the Separation Agreement, as well as his continued compliance with certain confidentiality, non-competition, and employee and customer non-solicitation restrictive covenants. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, which was filed with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on April 24, 2023.

  68. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the “Annual Total Compensation”) of our median employee and the Annual Total Compensation of our President and CEO as of year-end 2023, Mr. Mittelstaedt. In years with multiple CEOs, companies have the option to either aggregate CEO compensation or use compensation for the CEO in the position on the date the median employee is determined, in this case December 31, 2023. We have elected to use Annual Total Compensation for Mr. Mittelstaedt, who was reappointed CEO on April 23, 2023. For 2023, our last completed fiscal year, Mr. Mittelstaedt’s 2023 Annual Total Compensation was $5,755,052, as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee was determined in accordance with the methodology described below to be a driver whose annual total compensation for 2023 was $68,625. The resulting ratio of our CEO’s pay to the pay of our median employee is approximately 84 to 1. As of December 31, 2023, our employee population consisted of 22,539 active employees, 10,920 of whom were commercial truck drivers and 1,927 of whom were mechanics. There were 19,231 employees located in the United States and 3,307 employees located in Canada. We applied a Canadian dollar to U.S. dollar exchange rate to the compensation paid in Canadian dollars based on the average exchange rate in 2023. We determined our median employee by examining 2023 W-2 box 5 amounts and foreign equivalent taxable income amounts for all of our full time and part time employees, excluding our CEO, who were employed by us on December 31, 2023. We did not include those employees on leave as of December 31, 2023. In addition, we did not include temporary agency employees whose compensation is determined by the agency and who are not considered our employees for purposes of the pay ratio calculation. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  69. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, presented below is the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”

  70. Pay Versus Performance Table

    Pay Versus Performance Table

  71. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CURRENT CEO ($) | COMPENSATION ACTUALLY PAID TO CURRENT CEO ($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER CEO ($) | COMPENSATION ACTUALLY PAID TO FORMER CEO ($)(1) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS ($)(1) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (IN MILLIONS) ($)(3) | ADJUSTED EBITDA (IN MILLIONS) ($)(4) | | | | | | | | | TOTAL SHAREHOLDER RETURN ($)(2) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(2) | | | | 2023 | 5,755,052 | 6,859,562 | 6,297,261 | 6,322,894 | 2,402,293 | 3,546,176 | 169.36 | 166.00 | 762.8 | 2,523.0 | | 2022 | — | — | 6,970,037 | 7,196,745 | 2,422,886 | 2,465,921 | 149.26 | 140.91 | 835.7 | 2,220.7 | | 2021 | — | — | 7,283,867 | 12,134,338 | 2,701,713 | 4,321,291 | 152.34 | 148.97 | 618.0 | 1,919.2 | | 2020 | — | — | 5,039,321 | 4,489,176 | 1,891,946 | 1,868,022 | 113.85 | 106.56 | 204.7 | 1,662.0 |

  72. Pay Versus Performance Table

    Amounts represent compensation actually paid to our current President and CEO and former President and CEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  73. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation for President and CEO Ronald J. Mittelstaedt(5) | 5,755,052 | — | — | — | | Deduction for Amounts Reported under the “Share Awards” and “Option Awards” Columns in the Summary Compensation Table | (2,734,688) | — | — | — | | Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | 3,461,944 | — | — | — | | Fair Value of Equity Awards Granted during year that Vested during the year | — | — | — | — | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | 215,703 | — | — | — | | Change in Fair Value of Awards Granted in Prior Years that Vested during year | 134,740 | — | — | — | | Change in Fair Value of Awards that were Forfeited during the year | — | — | — | — | | Change in Dividends or Dividend Equivalents as of Year-End | 26,810 | — | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table | — | — | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | | Compensation Actually Paid for President and CEO Ronald J. Mittelstaedt | 6,859,562 | — | — | — |

  74. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation for Former President and CEO Worthing F. Jackman | 6,297,261 | 6,970,037 | 7,283,867 | 5,039,321 | | Deduction for Amounts Reported under the “Share Awards” and “Option Awards” Columns in the Summary Compensation Table | (4,179,938) | (4,260,047) | (3,723,139) | (2,953,395) | | Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | — | 5,133,731 | 6,608,795 | 2,042,682 | | Fair Value of Equity Awards Granted during year that Vested during the year | 4,456,021 | — | — | — | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | — | (497,785) | 1,954,779 | (9,082) | | Change in Fair Value of Awards Granted in Prior Years that Vested during year | (250,450) | (207,460) | (34,004) | 360,296 | | Change in Fair Value of Awards that were Forfeited during the year | — | — | — | — | | Change in Dividends or Dividend Equivalents as of Year-End | — | 58,269 | 44,040 | 9,354 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table | — | — | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | | Compensation Actually Paid for Former President and CEO Worthing F. Jackman | 6,322,894 | 7,196,745 | 12,134,338 | 4,489,176 |

  75. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation for NEOs | 2,402,293 | 2,422,886 | 2,701,713 | 1,891,946 | | Deduction for Amounts Reported under the “Share Awards” and “Option Awards” Columns in the Summary Compensation Table | (1,141,895) | (1,322,500) | (1,230,434) | (945,346) | | Fair Value of Equity Awards Granted during the year that Remain Unvested as of Year-End | 1,721,885 | 1,593,722 | 2,184,095 | 653,838 | | Fair Value of Equity Awards Granted during year that Vested during the year | — | — | — | — | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Year-End | 321,529 | (164,583) | 667,336 | 54,482 | | Change in Fair Value of Awards Granted in Prior Years that Vested during year | 215,552 | (82,322) | (15,869) | 208,139 | | Change in Fair Value of Awards that were Forfeited during the year | — | — | — | — | | Change in Dividends or Dividend Equivalents as of Year-End | 26,811 | 18,717 | 14,450 | 4,962 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table | — | — | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | | Average Compensation Actually Paid for NEOs | 3,546,176 | 2,465,921 | 4,321,291 | 1,868,022 |

  76. Pay Versus Performance Table

    | NEOs included in Average Summary Compensation and average compensation actually paid | Mary Anne Whitney; Darrell W. Chambliss; Patrick J. Shea; James M. Little | Mary Anne Whitney; Darrell W. Chambliss; Patrick J. Shea; James M. Little | Mary Anne Whitney; Darrell W. Chambliss; Patrick J. Shea; James M. Little |

  77. Pay Versus Performance Table

    (2) Based on initial investment of $100 and a cumulative Total Shareholder Return of Waste Connections & Dow Jones U.S. Waste & Disposal Services Index. (3) All references to “Net income” in this Proxy Statement refer to the financial statement line item “Net income attributable to Waste Connections”. (4) Adjusted EBITDA is a non-GAAP measure. This section should be read in conjunction with information presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the heading “Non-GAAP Financial Measures”, which includes a reconciliation of the non-GAAP financial measures used in this Proxy Statement to GAAP financial measures. (5) On April 23, 2023, Mr. Mittelstaedt was appointed President and Chief Executive Officer. As a result, 2023 was Mr. Mittelstaedt’s first year as CEO during the periods listed.

  78. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  79. Pay Versus Performance Tabular List

    | Most Important Financial Performance Measures | | Adjusted EBITDA | | Return on Invested Capital (ROIC) | | Free Cash Flow Per Share (FCFPS) | | Operating Income (EBIT) | | Operating Income as a Percentage of Revenue (EBIT Margin) | | Net Cash Provided by Operating Activities as a Percentage of Revenue (CFFO Margin) |

  80. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the discussion in the Compensation Discussion and Analysis (CD&A) section of this Proxy Statement.

  81. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with: • The Company’s cumulative Total Shareholder Return (“TSR”) and the Peer Group’s cumulative TSR; • The Company’s Net Income; and • The Company Selected Measure, which is Adjusted EBITDA.

  82. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  83. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  84. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA

  85. Indebtedness of Directors and Officers

    Indebtedness of Directors and Officers As of the date of this Proxy Statement, no current or proposed director, NEO or other corporate officer of the Company, or any former director, NEO or other corporate officer of the Company, or any associate of any of the foregoing, is, or has been at any time during 2023, indebted to the Company or its subsidiaries, either in connection with the purchase of securities of the Company or otherwise.

  86. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors 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). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the election of a director nominee. 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”, 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. See “Majority Voting for Directors” on page 16 of this Proxy Statement. Our majority voting policy calls for a “WITHHOLD” vote to be treated as a share present or represented and entitled to vote on the director nominee and has the same effect as a vote “AGAINST” the nominee.

  87. Authority of Administrator

    Authority of Administrator “Administrator” means the entity that conducts the general administration of the Plan as provided in the Plan. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation, or the Board has terminated the assumption of such duties. Subject to the Company’s By-law No. 1, the Committee’s Charter, the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded, any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to: designate eligible individuals to receive awards; determine the type or types of awards to be granted to each eligible individuals; determine the number of awards to be granted and the number of Common Shares to which an award will relate; determine the terms and conditions of any award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria, any restrictions or limitations on the award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an award, based in each case on such considerations as the Administrator in its sole discretion determines; determine whether, to what extent, and pursuant to what circumstances an award may be settled in, or the exercise price of an award may be paid in cash, Common Shares, other awards, or other property, or an award may be canceled, forfeited, or surrendered; prescribe the form of each Award Agreement, which need not be identical for each participant; decide all other matters that must be determined in connection with an award; establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the 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 Plan.

  88. Voluntary Electronic Delivery of Proxy Materials

    | 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; and • 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 Computershare Investor Services Inc.): | | | • Please visit www.proxyvote.com. 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. | |