Waste Connections, Inc DEF 14A, filed Apr 6, 2023

Waste Connections, Inc. (WCN)

DEF 14A 2023-04-06

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Added on June 12, 2026

About this DEF 14A

Waste Connections, Inc filed this DEF 14A on April 6, 2023.

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	TIME AND DATE May 19, 2023 8:00 a.m., Central Time
	LOCATION Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380
	WHO MAY VOTE Shareholders as of our record date, March 24, 2023
	Q&A (See “General Information” on page i for more information) • How many shares are entitled to vote? As of the record date, March 24, 2023, 257,546,919 Common Shares were outstanding and entitled to vote. • May I change my vote? Yes, you may deliver a new proxy with a later date, mail a notice revoking your proxy then vote in person, or update your vote using the Internet or telephone in accordance with the instructions on your proxy card. The latest voting instructions, properly submitted by you and received as described in the accompanying Management Information Circular and Proxy Statement, will be counted. • How many votes do I get? Each shareholder of record is entitled to one vote for each Common Share held.

Items of Business		Board Recommendation		See Page
1	Election of directors		FOR each director nominee	71
2	Non-binding, advisory vote to approve our named executive officer compensation (“say-on-pay”)		FOR	72-73
3	Non-binding, advisory vote on the frequency of a shareholder advisory vote to approve our named executive officer compensation (“say-when-on-pay”)		FOR a frequency of EVERY YEAR	74
4	Appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023 and authorization of the Board of Directors to fix Grant Thornton LLP’s remuneration		FOR	75
5	Any other business that may properly come before the Meeting (or any adjournment or postponement of the Meeting)

	Average rate (Bank of Canada)
Year ended December 31,	CAD$ per US$1.00			US$ per CAD$1.00
2018		$	1.2957		$	0.7718
2019		$	1.3269		$	0.7536
2020		$	1.3415		$	0.7454
2021		$	1.2535		$	0.7978
2022		$	1.3013		$	0.7685

	GENERAL INFORMATION			i
	Who May Vote			i
	Business of Meeting; What is Being Voted On			i
	Required Votes			i
	Broker Non-Votes			ii
	Voting and Revocation			ii
	How Proxies Work			iii
	Quorum			iii
	Attending in Person			iv
	How to Contact our Transfer Agent			iv
	PROXY SUMMARY			1
	About the Meeting			1
	2022 Financial Performance Highlights			2
	ESG Framework			3
	Human Capital			4
	Diversity and Inclusion			5
	Snapshot of our Board			5
	Governance Highlights			6
	CORPORATE GOVERNANCE			7
	Corporate Governance Guidelines			7
	Board Oversight			7
	Shareholder Engagement			8
	Communications with the Board of Directors			8
	Board Committees			8
	Committee Assignments and Attendance			11
	Director Independence			11
	Code of Conduct and Ethics			12
	Board Leadership			13
	Majority Voting for Directors			14
	Director Orientation and Continuing Education			14
	Position Descriptions			14
	BOARD COMPOSITION			15
	Board Renewal			15
	Board and Committee Performance Evaluation			15
	Director Nomination Process			16
	Board Diversity			18
	Board Skills, Experience and Diversity			19
	Director Biographies			21
	Director Compensation and Equity Ownership			26
	Public Company Board Memberships			29
	SHARE OWNERSHIP			30
	Share Ownership of Five Percent Shareholders			30
	Share Ownership of the Board of Directors and Corporate Officers			31
	COMPENSATION DISCUSSION AND ANALYSIS			32
	Our Named Executives			32
	Executive Summary			33
	Compensation Philosophy and Objectives			35
	Say-on-Pay			37
	Noteworthy Compensation Actions for 2022			37

	Approach to Compensation			38
	Elements of Compensation			40
	Other Benefits and Compensation Information			46
	CD&A Appendix			48
	Compensation Committee Report			49
	Compensation Risk Assessment			49
	EXECUTIVE COMPENSATION TABLES AND ADDITIONAL INFORMATION			51
	Summary Compensation Table			51
	Grants of Plan-Based Awards in Fiscal Year 2022			52
	Outstanding Equity Awards at 2022 Fiscal Year End			54
	Shares Vested in Fiscal Year 2022			55
	Pension Benefits in Fiscal Year 2022			55
	Nonqualified Deferred Compensation in Fiscal Year 2022			55
	Equity Compensation Plan Information			57
	Potential Payments Upon Termination or Change in Control			58
	CEO Pay Ratio			63
	Pay Versus Performance			63
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			67
	AUDIT-RELATED MATTERS			69
	PROPOSALS			71
	1. Election of Directors			71
	2. Non-Binding Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”)			72
	3. Non-Binding, Advisory Vote on Frequency of Say-on-Pay Vote (“Say-When-on-Pay”)			74
	4. Appointment of Independent Registered Public Accounting Firm and Authorization of the Board of Directors to Fix the Remuneration of the Independent Registered Public Accounting Firm			75
	OTHER INFORMATION			76
	Section 16(a) Beneficial Ownership Reporting Compliance			76
	Directors’ and Officers’ Indemnity Insurance			76
	Shareholder Proposals for 2024 Annual Meeting of Shareholders of the Company			76
	Availability of Documents; Annual Report to Shareholders on Form 10-K			77
	Other Business			77
	Approval			77
	APPENDIX A — CORPORATE GOVERNANCE GUIDELINES AND BOARD CHARTER			A-1
	APPENDIX B — SUMMARY OF THE 2016 INCENTIVE AWARD PLAN			B-1
	VOLUNTARY ELECTRONIC DELIVERY OF PROXY MATERIALS


	Date May 19, 2023 Time 8:00 a.m. Central Time			Place Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380


	TO BE A GREAT PLACE TO WORK			TO BE THE PREMIER WASTE SERVICES COMPANY IN THE U.S. AND CANADA

		YOUR VOTE IS VERY IMPORTANT.
		Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so pursuant to the instructions on your proxy card (including by returning your proxy card by mail or using the Internet or your telephone) if you are a registered shareholder or pursuant to the instructions you receive from your bank or broker (including by using the Internet or your telephone if your bank or broker provides such instructions). Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting.

PROPOSAL		REQUIREMENT FOR APPROVAL	EFFECT OF VOTES WITHHELD / ABSTENTIONS
1.	Election of Directors	You may vote “FOR” or “WITHHOLD” your vote from any or all director nominees named in this proposal. The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote).	A “WITHHOLD” vote is treated as a share present but not a vote cast. A “WITHHOLD” vote will not be counted as a vote cast for the purposes of electing such nominee. However, in uncontested director elections, an incumbent director who receives more “WITHHOLD” votes than votes “FOR” in respect of his or her election must tender their resignation from the Board of Directors. (See Page 14 “Majority Voting for Directors”)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE (See Page 71)
2.	Say-on-Pay	You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on this proposal. This proposal will be considered approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote.	An “ABSTAIN” vote will have the same effect as a vote “AGAINST” the Say-on-Pay Proposal because those Common Shares are considered to be present and entitled to vote, but are not voted.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL (See Pages 72-73)
3.	Say-When-on-Pay	You may vote “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” or you may “ABSTAIN” from voting on this proposal. This proposal will be considered approved by the affirmative vote of a simple majority of the votes cast at the Meeting in favor of any one of the frequency alternatives, or, if none of the frequency alternatives receives at least a simple majority of the votes cast at the Meeting, we will consider the frequency alternative that receives the greatest number of votes cast at the Meeting to be the frequency alternative that has been selected by the shareholders.	An “ABSTAIN” vote will have no effect on the outcome of the vote on the Say-When-on-Pay Proposal. Voting results will be considered as set forth under “Requirement for Approval”.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR “EVERY YEAR” (See Page 74)
4.	Appointment of Auditor	The appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023 and the authorization of the Board of Directors to fix Grant Thornton LLP’s remuneration may be approved by any one or more shareholders voting “FOR” the Company’s proposed independent registered public accounting firm (i.e., a plurality vote). You may vote “FOR” or “WITHHOLD” your vote from this proposal.	A “WITHHOLD” vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THIS PROPOSAL (See Page 75)


Annual director elections			All directors are elected annually for a one-year term.
Majority voting			We have a majority voting policy for uncontested elections of directors.
One share equals one vote			We have a single class of shares with equal voting rights.
Separation of Chairman and CEO roles			Our CEO is able to focus on managing the Company and our Executive Chairman drives accountability at the board level.
Lead Independent Director			We have a strong lead independent director of the Board of Directors.
Financial expertise			All members of our Audit Committee are financially literate and 40% of our Audit Committee members qualify as audit committee financial experts.
Compensation policies and practices			Our compensation policies and practices, including our approach to setting performance targets, evaluating performance, and establishing payouts, have been developed to avoid excessive risk-taking.
Share ownership guidelines			We have robust share ownership guidelines for our directors and executive officers.
Succession planning			Our Board regularly reviews Board and executive succession planning.
Education and training			Our Board regularly receives training and updates on ethics, compliance, and governance.
Board and committee self-evaluations			Our Board and committees conduct annual performance self-evaluations led by the Chair of our Nominating and Corporate Governance Committee.
Public company board memberships			Directors who serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors; other directors should not serve on more than four other boards of public companies.
Risk oversight			Directors regularly review information from members of our senior management team regarding our safety performance, employee retention, financial performance, financial outlook, balance sheet, credit profile and liquidity, cybersecurity, litigation, ESG targets and environmental justice, as well as the risks associated with each.
Retirement policy			Our director retirement policy provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term; however, in the best interests of our organization, a director may be asked to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75.
Diversity policy			Our diversity policy addresses recruitment and selection protocols to ensure due consideration is given to the benefits of diversity, including gender diversity, in determining qualified candidates for our Board of Directors and senior management.
Position descriptions			We have adopted position descriptions for the Board Chairman (including a Board Chairman that is an Executive Chairman), the lead independent director and the chairs of the committees of the Board of Directors, as well as a position description for our CEO.

	Members:
	Ronald J. Mittelstaedt, Chair			Michael W. Harlan			Larry S. Hughes

	Role and Responsibilities:
	• Authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, including: ◦ approval, between meetings of the Board of Directors, of all divestitures by the Company in excess of $25.0 million, and ◦ all acquisitions for cash or other non-equity consideration in excess of $25.0 million.

	Role and Responsibilities:
	• Advises our Board of Directors and management with respect to, among other matters: ◦ internal controls, ◦ financial systems and procedures, ◦ accounting policies, and ◦ other significant aspects of financial management. • Responsible for the selection, appointment, oversight, qualification, independence, performance, compensation and retention of our independent registered public accounting firm, including audit fee negotiations and approval. • Selects the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. • Oversees the arrangements for, and approves the scope of, the audits to be performed by the independent registered public accounting firm, and annually assesses the performance of the independent registered public accounting firm. • Reviews our internal controls and the objectivity of our financial reporting, and meets with appropriate financial personnel and our independent registered public accounting firm in connection with these reviews. • Reviews the professional services provided by our independent registered public accounting firm, including its public financial reporting policies and practices, and the results of its annual audit as the Audit Committee may find appropriate or as may be brought to the Audit Committee’s attention; reviews such other matters concerning our accounting principles and financial and operating policies, controls and practices.
	Qualifications:
	• All members of the Audit Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws. • The Board of Directors has determined that all members of the Audit Committee are “financially literate” within the meaning of NYSE listing standards and applicable Canadian securities laws. • The Board of Directors has also determined that Mr. Harlan and Ms. Jordan are both “audit committee financial experts” as defined under the applicable SEC rules. Additional information about the Audit Committee is discussed below under “Audit Committee Report.”

	Members:
	Edward E. “Ned” Guillet, Chair			Michael W. Harlan			Elise L. Jordan			Susan “Sue” Lee

	Role and Responsibilities: • Recommends director nominees to the Board of Directors. • Oversees an annual self-evaluation process to assess the effectiveness of the Board of Directors and its committees. • Develops and implements corporate governance principles. See “Board Renewal; Board Performance Evaluation” for more information regarding the committee’s annual self-evaluation process.
	Qualifications: • As a matter of policy, the Board of Directors applies the same additional independence requirements of the Audit and Compensation Committees to the members of the Nominating and Corporate Governance Committee. Each member of this committee therefore satisfies the independence requirements of the NYSE and applicable Canadian securities laws.


	SAFETY			INTEGRITY			CUSTOMER SERVICE

		PREREQUISITES FOR ALL NOMINEES
		Candidates must have: • the highest personal and professional ethics, integrity and values and must be willing to adhere to our Code of Conduct and Ethics; • a commitment to serve in our best interests; • a willingness to devote the time necessary to be an active participant in the Board and committee meetings, as well as a desire to gain extensive knowledge of our industry, business strategies and operations;			• an objective perspective, practical wisdom, mature judgment; • a willingness and an ability to meet our equity ownership guidelines for directors; • an ability to interact positively and constructively with other directors and management; • a willingness to participate in a one-day new director orientation session; and • a willingness to attend director educational forums or workshops to enhance the understanding of new and evolving corporate governance requirements.

1	SOURCE CANDIDATES
The Nominating and Corporate Governance Committee may solicit suggestions from:
• incumbent directors; • management; • third party advisors, business and personal contacts;		• shareholders (see shareholder nomination process on pages 17-18); and • third party search firms.

	Members:
	William J. Razzouk, Chair			Edward E. “Ned” Guillet			Susan “Sue” Lee

	Role and Responsibilities: • Establishes our corporate officer compensation policies and administers such policies. • Studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors, NEOs and other corporate officers. • Approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee. • Approves the grant of restricted share units, performance share units, warrants and other forms of equity incentives to officers, employees and consultants. • Renders recommendations to the Board of Directors concerning cash and equity-based compensation and benefits for non-employee directors. See “Compensation Discussion and Analysis — Executive Compensation” for more information regarding compensation and the Compensation Committee.
	Qualifications: • All members of the Compensation Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws.

		LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES
		In addition to other duties as a director and member of committees, the lead independent director will: • Preside at all meetings of the Board of Directors at which the Board Chairman is not present • Preside over each meeting of non-employee directors • Have the authority to call meetings of non-employee directors • Help facilitate communication between the Board Chairman, the CEO and the non-employee directors • Advise with respect to the Board of Directors’ agenda • Ensure the Board of Directors is able to function independently of management • Serve as the leader of the Board of Directors on matters of corporate governance • If requested by major shareholders, ensure his or her availability for direct communication • Ensure all directors have an independent contact on matters of concern to them and ensure that the Board of Directors successfully discharges its fiduciary duties • Provide guidance on, and monitor, the independence of each director to ensure the independence of a majority of the Board of Directors • Provide leadership to the Board of Directors if circumstances arise in which the Board Chairman has, or may be perceived to have, a conflict • Ensure that functions delegated to committees of the Board of Directors are carried out as required and results are reported to the Board of Directors • Work with the Board Chairman and the CEO, including helping to review strategies, define issues, maintain accountability and build relationships • In conjunction with the Nominating and Corporate Governance Committee, facilitate the review and assessment of individual director attendance and performance and the size, composition and overall performance of the Board of Directors and its committees • In collaboration with the Board Chairman and the corporate secretary, ensure that information requested by individual directors, or the entire Board of Directors or committees of the Board is provided and meets their needs • Together with the Board Chairman, ensure the directors are knowledgeable about their obligations to the Company, securityholders, management, other stakeholders and pursuant to applicable laws

2	IN-DEPTH EVALUATION OF CANDIDATES
The Nominating and Corporate Governance Committee reviews the candidates with the following criteria in mind:
• reputation, including merit of past accomplishments and relevant academic or business experience; • impact on the diversity of the Board, including with respect to gender; • independence standards, as well as potential conflicts of interest; • time commitments, especially the number of other current public board memberships;		• expertise, skills and knowledge useful to the oversight of our business at any given time; • specific expertise and qualifications relevant to enhancement of our committees’ objectives; • any foreseeable adverse legal proceedings involving the candidate; and • the size and composition of the Board of Directors.

	3			NARROW CANDIDATE POOL
	The Nominating and Corporate Governance Committee further defines the candidate pool using the following process:
	• interviews are conducted by one or more members of the committee; • candidates complete directors’ and officers’ questionnaires; and • meetings occur between candidates and members of management.

	4			RECOMMENDATION OF CANDIDATE TO THE BOARD
	If the Nominating and Corporate Governance Committee believes that a candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination.
	The Nominating and Corporate Governance Committee reviews a current Board member’s performance prior to nomination by:
	• evaluating the director’s past performance and contributions to the Board of Directors, as well as committee participation.

	5			RESULTS
	The Nominating and Corporate Governance Committee has achieved the following results:
	• added three new Directors to the Board in the last four years; • increased the number of Board members with diverse backgrounds, perspectives and experiences at the policy-making levels of our business and other areas relevant to our activities; and • achieved aspirational target of women representing at least 30% of the total Board of Directors by 2024, following the appointment of Ms. Bertone to the Board of Directors. Currently, three out of nine members of our Board of Directors are women, representing 43% of non-employee Board members and 33% of total Board members.

Ronald J. Mittelstaedt		Executive Chairman
Residence: California, USA		Non-Independent Director since September 1997
Age 59 Committees • Executive (Chair) Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled 220,349	Career Highlights Waste Connections, Inc. • Executive Chairman (July 2019 to present) • Director and Chief Executive Officer (1997 to July 2019) • 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, LLC (2022 to present) • Teichert, Inc. (2020 to present) • Pride Industries, a non-profit organization which provides manufacturing, supply chain, logistics and facilities services to public and private organizations nationwide, while creating jobs for people with disabilities (2009 to present) • 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
	Reasons for Nomination We believe Mr. Mittelstaedt’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including as our founder, our CEO since the Company was formed in 1997 until July 2019, a director of the Company since its formation, and our Board Chairman since 1998.

Andrea E. Bertone
Residence: Texas, USA		Independent Director since November 2022
Age 61 Committees • Audit Board and Committee Attendance in 2022 N/A(3) Common Shares Owned or Controlled, including DSUs 1,212	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) • Peabody Energy Corporation (NYSE: BTU) (2019 to present) • DMC Global Inc. (NASDAQ: BOOM) (2019 to present) • Yamana Gold (NYSE: AUY, TSX: YRI) (2017-2020) 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
	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 legal experience, as well as corporate financial, governance and legal matters, her experience with companies having international operations, and the executive positions she held in another publicly traded company.

Edward E. “Ned” Guillet
Residence: California, USA		Independent Director since March 2007
Age 71 Committees • Compensation • Nominating and Corporate Governance (Chair) Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled, including DSUs 37,047	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), the largest label company in the world providing innovative solutions to the Home & Personal Care, Food & Beverage, Healthcare & Specialty, Automotive, Electronic & Consumer Durables and Retail Apparel markets worldwide; chair Human Resources Committee and member, Nominating and Governance Committee (2008 to 2019) Other Private and Not-for-Profit Boards • Former member, Boston University’s Human Resources Institute Education • BA degree, English Literature and Secondary Education, Boston College
	Reasons for Nomination We believe Mr. Guillet’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience with human resources and personnel development matters, and the positions he has held with other publicly traded companies (including a publicly traded company in Canada).

Michael W. Harlan
Residence: Texas, USA		Independent Director since May 1998
Age 62 Committees • Audit (Chair) • Executive • Nominating and Corporate Governance Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled, including DSUs 12,699	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, Houston Honors College Advisory Board Education • BA degree, Accounting, University of Mississippi • Certified Public Accountant
	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.

Larry S. Hughes
Residence: British Columbia, Canada		Independent Director since May 2014
Age 71 Committees • Audit • Executive Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled, including DSUs 20,222	Career Highlights Independent Advisor • Currently provides consulting and advisory services West Fraser Timber Co. Ltd. • Senior Vice President, with oversight of strategic planning, legal, environmental and safety matters (2007 to 2011) • 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) Business Attorney • Managed a successful 27-year law practice in Vancouver	Other Public Company Boards • Progressive Waste Solutions Ltd.(4) (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
	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.

Worthing F. Jackman		President and CEO
Residence: Texas, USA		Non-Independent Director since July 2019
Age 58 Committees • None Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled 149,156	Career Highlights Waste Connections, Inc. • President and Chief Executive Officer (July 2019 to present) • President (July 2018 to July 2019) • Executive Vice President and Chief Financial Officer (September 2004 to July 2018) • Vice President — Finance and Investor Relations (April 2003 to September 2004) Alex. Brown & Sons, now Deutsche Bank Securities, Inc. • Investment banker, including Managing Director, Global Industrial & Environmental Services Group, responsible for providing capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services (1991 to 2003)	Other Public Company Boards • Quanta Services, Inc. (NYSE: PWR) (2005 to present) Education • MBA degree, Harvard Business School • BS degree, Finance, Syracuse University
	Reasons for Nomination We believe Mr. Jackman’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including his senior leadership roles within the Company since 2003 and as our President and Chief Executive Officer and a director since July 2019.

Elise L. Jordan
Residence: Tennessee, USA		Independent Director since August 2019
Age 63 Committees • Audit • Nominating and Corporate Governance Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled, including DSUs 4,594	Career Highlights FedEx Corp. (NYSE: FDX) • Executive Vice President and Chief Financial Officer, FedEx Express, the largest transportation company in the FedEx Corp. network, responsible for worldwide financial affairs, including financial planning, reporting and analysis, long-range strategic planning and regional accounting and controls (2016 to present) • Served in a variety of positions with FedEx Express, including: ◦ Senior Vice President, Strategic and Financial Planning and Analysis and Business Systems ◦ Vice President, Financial Planning ◦ Managing Director, Global Financial Planning ◦ Manager, Corporate/Domestic Business Planning	• Joined the company in 1983 as Operations Analyst Arthur Andersen LLC • Staff Auditor Education • MBA degree, University of Memphis • BBA degree, Accounting, University of Texas in Austin
	Reasons for Nomination We believe Ms. Jordan’s qualifications to serve on our Board of Directors include her significant experience in accounting, corporate finance, technology and governance, her senior positions within a multi-national logistics company, and her experience as an officer of another publicly traded company.

William J. Razzouk
Residence: Florida, USA		Independent Director since May 1998
Age 75 Committees • Audit • Compensation (Chair) Board and Committee Attendance in 2022 100% Common Shares Owned or Controlled, including DSUs 10,804	Career Highlights Newgistics, Inc. • Chairman and Director (March 2005 to October 2017) • President and Chief Executive Officer (March 2005 to December 2015) Paradigm Capital Partners, LLC, a venture capital firm in Memphis, Tennessee, focused on meeting the capital and advisory needs of emerging growth companies • Managing Director (August 2000 to December 2002) PlanetRx.com • Chairman (September 1998 to August 2000) • Chief Executive Officer (September 1998 to April 2000) Storage USA, Inc. • President, Chief Operating Officer and Director (1997 to 1998) America Online • President and Chief Operating Officer (1996)	Prior Positions • Served in various management positions at: ◦ FedEx Corp. ◦ ROLM Corporation ◦ Philips Electronics ◦ Xerox Corporation • Owner of a variety of business including a management consulting and investment company focused on strategic acquisitions Other Public Company Boards • America Online (1996) • Cordis Corp (OTCM: CORG) (1994 to 1996) • Fritz Companies, Inc. (1998 to 2001) • La Quinta Motor Inns (1994 to 1998) • PlanetRx.com (NASDAQ: PLRX) (1998 to 2001) • Sanifill, Inc. (NYSE: FIL) (1993 to 1996) • Storage USA (NYSE: SUS) (1999 to 2000) Other Private and Not-for-Profit Boards • Newgistics, Inc. (2005 to 2017) Education • BA degree, Journalism, University of Georgia
	Reasons for Nomination We believe Mr. Razzouk’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his significant experience in corporate financial matters, his experience in the solid waste industry, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly traded companies.

Type of Fee
Annual Cash Retainer	$	100,000
Committee Chair Cash Retainers:
Audit	$	25,000
Compensation	$	25,000
Nominating and Corporate Governance	$	15,000
Target DSU/RSU Grant	CAD$	210,000

Name	Fees Earned or Paid in Cash ($)(1)		Share Awards ($)(1)(2)		All Other Compensation ($)(1)(3)		Total ($)(1)
Andrea E. Bertone		48,000		157,101		—		205,101
Edward E. “Ned” Guillet		115,000		159,720		—		274,720
Michael W. Harlan		125,000		159,720		—		284,720
Larry S. Hughes		—(4)		159,720		—		159,720
Elise L. Jordan		100,000		159,720		—		259,720
Susan “Sue” Lee		100,000		159,720		—		259,720
Ronald J. Mittelstaedt		750,000		850,025(5)		—		1,600,025
William J. Razzouk		125,000		159,720		—		284,720

Name	Aggregate Restricted Share Unit Awards Outstanding as of December 31, 2022 (#)		Aggregate Performance Share Unit Awards Outstanding as of December 31, 2022 (#)		Aggregate Deferred Share Unit Awards Outstanding as of December 31, 2022 (#)
Andrea E. Bertone		399		—		319
Edward E. “Ned” Guillet		485		—		3,271
Michael W. Harlan		485		—		3,271
Larry S. Hughes		485		—		8,662
Elise L. Jordan		485		—		1,765
Susan “Sue” Lee		485		—		6,296
Ronald J. Mittelstaedt		11,441		10,429		—
William J. Razzouk		485		—		3,271

Name	Common Shares		DSUs		Unvested RSUs		Deferred RSUs		Total		Equity Ownership Guideline Met
Andrea E. Bertone		375		837		807		—		2,019
Edward E. “Ned” Guillet		33,258		3,789		408		—		37,455
Michael W. Harlan		8,910		3,789		408		—		13,107
Larry S. Hughes		11,042		9,180		408		—		20,630
Elise L. Jordan		2,311		2,283		408		—		5,002
Susan “Sue” Lee		11,291		6,814		408		—		18,513
Ronald J. Mittelstaedt		220,349		—		16,883		19,149		256,381
William J. Razzouk		7,015		3,789		408		—		11,212

Name of Beneficial Owner	Number of Outstanding Common Shares Beneficially Owned(1)	Percent of Class
The Vanguard Group(2)	27,667,266	10.76%
BlackRock, Inc.(3)	13,214,486	5.1%