Andrea E. Bertone
Director at WCN
Board
About Andrea E. Bertone
Independent director since 2022; age 63; resident of Texas. Former President of Duke Energy International with deep governance, legal, and global operations experience; LL.B (University of São Paulo) and LL.M (Chicago‑Kent). Serves on WCN’s Audit Committee; recorded 100% attendance in 2024; holds 1,891 total units (DSUs/RSUs included for guideline purposes) and is subject to WCN’s director ownership guideline timing to December 31, 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy International, LLC | President | 2009–2016 | Led international operations; executive leadership across multiple geographies |
| Duke Energy (Corporate) | Associate General Counsel | 2003–2009 | Corporate legal leadership |
| Duke Energy Trading & Marketing; Duke Energy Merchants | Assistant General Counsel | 2001–2002 | Energy trading/legal oversight |
| Duke Energy International Geracão Paranapanema S.A. | Director | 2008–2016 | Board experience in Brazil |
| Various legal roles | Counsel | 1983–2000 | Legal roles in South America and U.S. |
External Roles
| Organization | Exchange | Role | Tenure |
|---|---|---|---|
| Amcor plc | NYSE/ASX | Director | 2019–present |
| Drax Group plc | LSE | Director | 2023–present |
| Peabody Energy Corp. | NYSE | Director | 2019–present |
| DMC Global Inc. | NASDAQ | Former Director | 2019–2023 |
| Yamana Gold | NYSE/TSX | Former Director | 2017–2020 |
Board Governance
- Independence: Determined independent under NYSE and Canadian rules; serves solely as a non-employee director .
- Committee assignments: Audit Committee member; Audit met 4 times in 2024; committee chair is Elise L. Jordan; Harlan and Jordan designated audit committee financial experts; all members financially literate .
- Attendance: Board met 4 times in 2024; Bertone attended 100% of Board and her committee meetings; non-employee directors held 4 executive sessions in 2024 .
- Election results (investor confidence signal): Re-elected May 16, 2025, with 96.65% votes For and 3.34% Withheld .
- Majority voting policy: Incumbent directors with more WITHHOLD than FOR must tender resignation in uncontested elections .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors; paid in CAD but presented in USD using Bank of Canada average rate |
| Equity grant (DSU/RSU target) | CAD$245,000 | Directors may elect up to CAD$150,000 as RSUs; remainder DSUs |
| Share awards (grant-date FV) | $161,510 | 662 RSUs ($98,817) + 420 DSUs ($62,693) granted Feb 2024 |
| Committee chair fees | N/A | Audit chair retainer is $25,000; Bertone is a member, not chair |
| Meeting fees | None disclosed | WCN does not pay meeting fees; reimburses reasonable expenses |
Unvested awards outstanding at 12/31/2024:
| Award | Units |
|---|---|
| RSUs (unvested) | 331 |
| DSUs (account balance) | 1,257 |
Program features: Annual limit $350,000 (or $700,000 for first-year or non-exec chair year); RSUs vest in two tranches (grant date and first anniversary for directors); DSUs settle upon board departure; dividend equivalents accrue on DSUs .
Performance Compensation
While directors do not receive performance-based PSUs, WCN’s pay-for-performance framework provides context for governance alignment.
Annual Management Incentive Compensation Program (company-level metrics used for executives):
| Metric | Adjusted Target (2024) | Adjusted Result (2024) | Actual vs Target | Weighting | Contribution to Achievement |
|---|---|---|---|---|---|
| EBITDA | $2,920.0M | $2,908.4M | 99.6% | 20% | 19.9% |
| EBIT | $1,783.1M | $1,717.1M | 96.3% | 20% | 19.3% |
| EBIT Margin | 19.5% | 19.2% | 98.3% | 30% | 29.5% |
| CFFO Margin | 25.4% | 26.7% | 105.1% | 30% | 31.5% |
| Overall Achievement | — | — | — | — | 100.2% leading to 104% payout interpolation |
Long-term PSUs (executive plan) metrics and vesting:
- 3-year ROIC improvement (50% weight): Threshold 25 bps; Target 125 bps; Max 225 bps .
- Annual FCF per share growth (50% weight): Threshold 2.0%; Target 6.0%; Max 14.0% .
- ESG targets: up to 2% per target per year; overall capped at 200% before TSR modifier .
- TSR modifier vs S&P 500: 112.5% multiplier for 50th–75th percentile; 125% above 75th; total PSU payout up to 250% of target .
Other Directorships & Interlocks
- WCN policy: Directors who are CEOs at other companies should serve on ≤2 other public boards; other directors on ≤4; audit committee members may not serve on >2 other public company audit committees without the Board’s determination of no impairment .
- Related-party/transactions: Management reports no material interests or related-party transactions involving informed persons or proposed directors in FY2024, other than specified family employment matters unrelated to Bertone; no indebtedness of directors/officers to the Company .
Expertise & Qualifications
- Skills matrix: Corporate governance & public policy; public company executive experience; risk management; strategic planning & M&A; compensation & human capital; ESG/sustainability; legal/regulatory; operations & materials management .
- Audit Committee: Financially literate; audit committee financial expert designations held by Jordan and Harlan (not Bertone) .
- Education: LL.B, University of São Paulo; LL.M, Chicago‑Kent College of Law .
Equity Ownership
| Category (Record Date: 3/21/2025) | Units/Shares | Guideline Status |
|---|---|---|
| Common Shares | 0 | Directors must hold ≥$500,000 or ≥5× cash retainer within 5 years; Bertone deadline 12/31/2027 |
| DSUs | 1,612 | Included for guideline calculation |
| Unvested RSUs | 279 | Included for guideline calculation |
| Total units for guideline | 1,891 | In progress toward guideline |
- DSUs do not carry voting rights; settle upon board departure; earn dividend equivalents .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| 2025-02-27 | Form 4 | Andrea Bertone filed a Form 4 reporting changes in beneficial ownership; details available in SEC XML filing . |
| 2025-02-28 | Article | Coverage indicates a sale of 283 shares; secondary source note . |
WCN reported no delinquent Section 16(a) filings in 2024 .
Governance Assessment
- Independence and attendance: Strong—independent, 100% attendance, active Audit Committee participation .
- Shareholder support: High—96.65% “For” vote in 2025 election, indicating investor confidence .
- Ownership alignment: Moderate—no common shares; progressing via DSUs/RSUs toward the $500,000/5× retainer guideline by 12/31/2027; directors prohibited from hedging or pledging, which supports alignment .
- Committee effectiveness: Audit responsibilities include oversight of controls, reporting, and auditor independence; membership fully independent and financially literate; two members designated “financial experts” (Jordan, Harlan) .
- Compensation governance: No compensation committee interlocks; robust clawback policy and anti-hedging/pledging; majority of director pay is equity-based (DSUs/RSUs) .
- Conflicts/related parties: No material related-party transactions involving directors disclosed for FY2024; code and board processes in place to manage conflicts .
RED FLAGS
- Ownership guideline not yet met (timeline acceptable): As of March 21, 2025, Bertone has 1,891 total units (DSUs/RSUs included for guideline) and no common shares; deadline for compliance is December 31, 2027—monitor progress for alignment .
- Multiple external boards: Serves on three public company boards (Amcor, Peabody, Drax); WCN policy limits audit committee load and overall board count—no impairment indicated, but monitor time commitments and potential indirect exposures as part of ongoing governance review .
Director Compensation (FY2024 Detail)
| Metric | Amount/Units |
|---|---|
| Fees earned or paid in cash | $100,000 |
| Share awards (grant-date FV) | $161,510 |
| RSUs granted (Feb 2024) | 662 units; $98,817 FV |
| DSUs granted (Feb 2024) | 420 units; $62,693 FV |
| Total compensation | $261,510 |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: In 2024, more than 95% of common shares voted approved WCN’s NEO compensation program—positive governance signal .
Compensation Structure Analysis (Context)
- Director compensation revised in 2023: Target DSU/RSU grant increased by CAD$35,000 (to CAD$245,000); ownership requirement raised to $500,000 or 5× cash retainer; $50,000 supplemental retainer for non-executive chair (not applicable to Bertone) .
- Annual limit on director compensation: $350,000 per year; $700,000 in first year or if serving as non-executive chair .
Compliance & Policies
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging WCN shares absent limited preauthorization; preclearance required for trading; Insider Trading Policy filed as Exhibit 19.1 to 2024 Form 10‑K .
- Clawback: Compensation Recoupment Policy (effective April 23, 2023) and plan-level forfeiture provisions apply to incentive awards .
Summary Implications for Investors
- Strong independence, attendance, and shareholder support suggest positive board effectiveness. Ownership build remains in progress; monitor trajectory toward the 2027 guideline. Audit Committee role reinforces oversight rigor; conflict controls and lack of related-party transactions reduce governance risk .