Waste Connections, Inc.

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Elements of Compensation

Our Compensation Committee believes that a significant portion of the compensation of our NEOs should align with our shareholders’ interests and be directly linked to performance. While the exact pay mix of our NEOs’ total compensation (base salary, annual incentives, and equity-based compensation) is not specifically determined, the Compensation Committee generally targets annual incentives and equity-based compensation for our NEOs to constitute between 70% and 80% of TDC, assuming target level payouts are achieved; this is consistent with the market consensus data for the Comparator Group provided by Pearl Meyer in 2023 and 2024.

In aggregate for the NEOs relative to levels of compensation of the Comparator Group, 2024 base salaries and target TDC were approximately aligned with the 25th percentile. Target annual incentives, total cash, and long-term incentives fell between the 25th and 50th percentile. The Compensation Committee has complete discretion to determine compensation levels.

Base Salary

Our compensation program includes base salaries to compensate the NEOs and other corporate officers for services rendered each year. Base salaries provide a secure base of compensation that is not dependent on our performance and is an amount that recognizes the role and responsibility of each NEO and other corporate officer, as well as such officer’s experience, performance and contributions. We also believe this element is beneficial in attracting and retaining high-performing and experienced corporate officers.

The Compensation Committee considers base salary increases for the NEOs and other corporate officers annually. Base salary decisions generally reflect the Compensation Committee’s consideration of our Comparator Group data and subjective factors including an officer’s experience and past performance. The Compensation Committee approved the following annualized base salaries for our NEOs effective February 1 st of each year:

In determining 2025 base salaries for our NEOs, the Compensation Committee increased Ms. Whitney’s base salary by 5.8% and increased Messrs. Chambliss’, Little’s, Mittelstaedt’s and Shea’s base salaries by 3% to 4%, effective February 1, 2025.

Annual Incentives: Management Incentive Compensation Program

Our compensation program includes an annual cash incentive award to reward NEOs and other corporate officers based on our performance and the individual executive’s contribution to that performance. Under our Management Incentive Compensation Program (the “MICP”), which is administered pursuant to the 2016 Plan, each participant has an opportunity to earn an annual incentive based on a targeted percentage of the participant’s annual base salary for the year. The objective of the annual incentive is to encourage participants to manage the Company to achieve financial performance targets based on budgeted revenue.

Under the MICP, the NEOs and other corporate officers of the Company are eligible to receive annual incentives. For 2024, the target annual incentives as a percentage of salary for the NEOs were as follows:

In 2024, each NEO had the opportunity to earn up to 200% of such person’s target annual incentive based on our achievement of certain targeted levels of financial performance established by the Compensation Committee and (other than with respect to Mr. Mittelstaedt) based on the recommendations of the CEO.

The Compensation Committee adopted the performance targets for the fiscal year in February 2024. Our performance was compared to target levels of:

(1)

EBITDA, weighted at 20%;

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(2)

operating income, or EBIT, weighted at 20%;

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(3)

operating income as a percentage of revenue, or EBIT Margin, weighted at 30%; and

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(4)

net cash provided by operating activities as a percentage of revenue, or CFFO Margin, weighted at 30%.

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Payouts are determined based on our weighted average achievement relative to each metric (the “multiplier”). Because the Compensation Committee believes the operating budget adopted by our Board of Directors is a compilation of stretch goals set for each operating location, the targeted performance goals reflect a percentage or factor of the final budget, consistent with the prior year, as set forth below.

Under the terms of the MICP, the Compensation Committee, in its complete and sole discretion, may adjust the targeted performance goals if an acquisition, significant new contract or extraordinary event results in a significant impact to the goals. For these purposes, the Compensation Committee determines operating income, or EBIT, primarily by adjusting for any gains or losses on disposal of assets, and determines EBITDA by adding depreciation, amortization and closure/post-closure accretion to operating income, both generally consistent with the Company’s approach to reporting non-GAAP measures in its earnings releases and filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. The Compensation Committee chose these measures of performance because they are widely used by investors as valuation measures in the solid waste industry and because the targeted goals encourage improving free cash flow and returns on invested capital.

The Company’s cumulative performance relative to target is calculated as a weighted average and treated as a multiplier. The multiplier is applied to the target payout so that if the Company achieved 100% of its targets, the participants would receive 100% of their annual incentives. Participants may earn from 0% up to a maximum of 200% of their targeted annual incentives, based on their position, in accordance with the following sliding scale, which illustrates the interpolation of payouts within the ranges:

Payments under this program are contingent on continued employment at the time of payout, subject to the terms of any applicable employment agreements.

2024 ADJUSTED TARGET GOALS AND RESULTS

In February 2025, the Compensation Committee adjusted the targets and results for 2024 primarily to reflect the impact of certain acquisitions and divestitures, impairments and other items, and proceeds from the disposal of assets. Adjustments are generally consistent

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with the Company’s approach to reporting non-GAAP measures in its earnings releases and filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. Adjusted targeted performance goals and results, and the corresponding target achievement percentages for 2024, are shown below.

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(1)

The Compensation Committee adjusted the targets and results for 2024 to reflect the impact of certain acquisitions and divestitures, impairments and other items, including the Chiquita Canyon Landfill closure-related outlays, and proceeds from disposal of assets.

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Annual incentives earned for each participant were calculated pursuant to the interpolated sliding scale shown above. Based on the calculations, the Company achieved a weighted average of 100.2% of our NEOs’ targeted performance goals in 2024, resulting in the achievement of 104% of eligible targets. The results reflect the strength of execution to drive outperformance during 2024 from outsized margin expansion from price-led solid waste organic growth, integration of acquisitions and disciplined operating execution, in spite of a decline in commodity-related revenues in the fourth quarter of 2024.

Annual incentives earned and paid as a percentage of each participant’s eligible base salary, as well as incentives paid as a percentage of incentives earned, are shown below.

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(1)

Calculated based on each NEO’s base salary in effect on February 1, 2024.

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Further disclosure regarding the actual annual incentive amounts earned by the NEOs for 2024 under the MICP is located in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

In lieu of paying an annual incentive in cash, the Compensation Committee, in its complete and sole discretion, may choose to pay the annual incentive in RSUs issued under the 2016 Plan or any succeeding plan we adopt. All 2024 annual incentives paid pursuant to the MICP were paid in cash.

In February 2025, the Compensation Committee certified the 2024 results for the MICP and approved our 2025 MICP under the 2016 Plan.

Long-Term Incentives: Equity-Based Compensation

We believe that equity ownership in the Company ties executive compensation to the performance of Common Shares and creates an incentive for sustained growth, superior shareholder returns and employee retention. This investment provided to NEOs and other corporate officers coupled with multi-year vesting periods or performance-based metrics serves to enhance retention and corporate culture, both of which are instrumental to the future success of the Company and the long-term interests of our shareholders.

Each year, the Compensation Committee, after consultation with the CEO, assesses our performance and the performance of each of the NEOs and other corporate officers during the most recently completed fiscal year. Based on the Compensation Committee’s subjective review of the prior year’s performance and with a focus on maintaining a competitive market level of compensation, each NEO and other corporate officer receives a grant of PSUs and RSUs under the 2016 Plan.

While staying competitive with the market is an overall guideline, individual target opportunities may vary based on the Compensation Committee’s consideration of other factors, as discussed above. The equity-based compensation targets in 2024 were 380% of eligible base salary for Mr. Mittelstaedt and 210% for the other NEOs. PSUs (at target) constituted 50% of the total equity grant awarded, and RSUs constituted the remaining 50%. See “Grant of Plan Based Awards in Fiscal Year 2024” table for additional detail regarding equity awards granted to each of the NEOs in 2024.

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