Waste Connections, Inc.

For the period ended May 16, 2025. Filed Apr 4, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 16, 2025 · Filed Apr 4, 2025

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WCN$189.07-1.4%Stored close · as of Nov 6, 2026

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Contents

Summary Compensation Table

The following table summarizes the total compensation earned by each of our NEOs in 2024, 2023 and 2022.


Ronald J. Mittelstaedt President and ChiefExecutive Officer(4)		2024		1,128,812		—		4,179,963		—		1,885,312		—		82,285		7,276,372
	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
Mary Anne Whitney Executive VicePresident and ChiefFinancial Officer		2024		602,462		—		1,270,440		—		629,200		—		42,152		2,544,254
	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
Darrell W. Chambliss Executive VicePresident and ChiefOperating Officer		2024		605,716		—		1,276,819		—		632,320		—		44,089		2,558,944
	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
Patrick J. Shea Executive VicePresident, GeneralCounsel and Secretary		2024		542,462		—		1,144,538		—		566,800		—		53,027		2,306,827
	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
James M. Little Executive VicePresident – Engineeringand Disposal		2024		496,827		—		1,050,195		—		520,000		—		52,675		2,119,697
	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

(1)

Amounts shown reflect salary earned by the NEOs for each year indicated and reflect increases that Ms. Whitney and Messrs. Chambliss, Shea and Little received on February 1, 2024.

(2)

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, 2024, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 13, 2025. The table below sets forth the details of the components that make up the fiscal year 2024 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 2024 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, 2027.

2025 Proxy • Waste Connections, Inc.57


NAME	VALUE OF RESTRICTED SHARE UNITS ($)	VALUE OF PERFORMANCE-BASED RESTRICTED SHARE UNITS ($)
Ronald J. Mittelstaedt	2,089,982	2,089,982
Mary Anne Whitney	635,220	635,220
Darrell W. Chambliss	638,410	638,410
Patrick J. Shea	572,269	572,269
James M. Little	525,097	525,097

In the event the highest level of performance conditions were achieved under the PSUs reflected in the table above, the grant date fair value of these awards would have been $5,224,954, $1,588,050, $1,595,940, $1,430,588 and $1,312,743 for Mr. Mittelstaedt, Ms. Whitney, Mr. Chambliss, Mr. Shea and Mr. Little, respectively.

(3)

Amount shown reflects costs incurred by the Company related to (a) matching contributions under the Company’s 401(k) plan, (b) life insurance premiums, (c) professional association dues, (d) tax preparation expenses, (e) club dues, (f) optional annual executive physical examinations, (g) personal use of corporate aircraft incidental to a business function, and (h) other personal use of corporate aircraft. 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 2024:

NAME	MATCHING CONTRIBUTIONS TO 401(K) ($)	LIFE INSURANCE PREMIUMS PAID BY COMPANY(a) ($)	TAX PREPARATION EXPENSES ($)	CLUB DUES ($)	PERSONAL USE OF CORPORATE AIRCRAFT ($)
Ronald J. Mittelstaedt	—	—	—	28,145	42,998
Mary Anne Whitney	17,250	4,261	—	16,043	—
Darrell W. Chambliss	17,250	8,138	8,540	9,361	—
Patrick J. Shea	17,250	—	5,583	24,630	—
James M. Little	17,250	—	—	28,145	—

(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.

(4)

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 reflect compensation for Mr. Mittelstaedt’s service as Executive Chairman.

58 2025 Proxy • Waste Connections, Inc.

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