Carl D. Sparks
Director at WCN
Board
About Carl D. Sparks
Independent director at Waste Connections, Inc. since 2024; age 57; serves on the Audit and Executive Committees with 100% attendance in 2024 . Education: MBA, Harvard Business School; BSE, Mechanical & Aerospace Engineering, Princeton University . The Board has determined he is independent under NYSE and Canadian standards . Biography highlights include CEO roles (Travelocity; Academic Partnerships) and senior leadership at Gilt Groupe and Expedia .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Interlock Partners | Managing Partner | 2020–present | Early-stage VC; tech and growth focus |
| Academic Partnerships | Chief Executive Officer | 2016–2017 | Led online program enablement firm |
| Travelocity Global | Chief Executive Officer | 2011–2014 | Led major travel OTA |
| Gilt Groupe | President | 2009–2011 | Consumer ecommerce leadership |
| Expedia (Expedia.com/Hotels.com) | GM Hotels.com; CMO Expedia NA; SVP Marketing & Merchandising | 2004–2009 | Scaled marketing and growth |
| Boston Consulting Group; L.E.K.; PepsiCo; Diageo; Capital One; living.com | Various management/advisory roles | 1990s–2000s | Strategy, marketing, operations experience |
External Roles
| Company | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Copart Inc. (NASDAQ: CPRT) | Director | 2021–present | Current public board; also WCN director LeBon serves on Copart (interlock) |
| Cint Group AB (OMX: CINT) | Director | 2022–present | Current public board |
| Avis Budget Group (NASDAQ: CAR) | Director; Chair of Audit Committee | 2018–2021 | Chaired audit committee |
| Dunkin’ Brands Group, Inc. | Director | 2013–2020 | Prior public board |
| Vonage (NASDAQ: VG) | Director | 2011–2018 | Prior public board |
Board Governance
- Committee assignments: Audit; Executive; no current chair roles .
- Audit Committee met 4 times in 2024; Executive Committee met once; Sparks attended 100% of Board and committee meetings; only Harlan missed one Executive Committee meeting .
- Independence: Board determined Sparks is independent per NYSE/CSA standards; Audit Committee members are independent and financially literate; audit committee “financial experts” designated as Harlan and Jordan (not Sparks) .
- Engagement: Non-employee directors held four executive sessions without management in 2024 and one since Jan 1, 2025 .
- Board leadership: Independent, non-executive Chair; majority voting policy in uncontested elections .
Fixed Compensation
| Component (Directors) | Amount/Details |
|---|---|
| Annual cash retainer | $100,000 |
| Non-executive Board Chair retainer | $50,000 |
| Committee Chair retainers | Audit $25,000; Compensation $25,000; Nominating & Corporate Governance $15,000 |
| Target DSU/RSU grant | CAD$245,000 per year (from CAD$210,000 in 2023) |
| Hedging/pledging | Prohibited (unless preauthorized for pledging in limited situations) |
| Carl D. Sparks – FY2024 | Amount ($) |
|---|---|
| Fees earned/paid in cash | 130,846 |
| Share awards (RSUs/DSUs; GAAP grant-date fair value) | 180,451 |
| Total | 311,298 |
| 2024 grants (counts; grant-date fair values) | 668 RSUs ($110,487) and 423 DSUs ($69,964) |
| Unvested awards outstanding (12/31/2024) | 334 RSUs; 423 DSUs |
Notes:
- RSUs for directors vest in two equal installments on grant date and first anniversary; DSUs settle upon leaving the Board (no voting rights; earn dividend equivalents) .
Performance Compensation
Directors at WCN do not receive performance-conditioned equity; RSUs/DSUs are time-based. Company-wide executive pay-for-performance metrics provide governance context:
| PSU Metrics (2024–2026 grants) | Weight | Threshold | Minimum (50%) | Target (100%) | 200% Achievement | Maximum (300%) |
|---|---|---|---|---|---|---|
| ROIC improvement (bps) | 50% | 25 | 75 | 125 | 175 | 225 |
| Free Cash Flow per Share growth | 50% | 2.0% | 4.0% | 6.0% | 10.0% | 14.0% |
- ESG component: progress on eight long-term ESG targets adds 2% per target per year; total PSU payout caps at 200% before TSR .
- Relative TSR modifier: average quarterly TSR vs S&P 500 adds 12.5% (50th–75th percentile) or 25% (>75th percentile), lifting payout up to 250% of target .
FY2024 annual incentive (MICP) targets vs results (executives):
| Metric | Adjusted Target | Adjusted Results | Actual vs Target | Weighting | Target 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% |
Other Directorships & Interlocks
| External Board | Tenure | Interlock/Notes |
|---|---|---|
| Copart Inc. (NASDAQ: CPRT) | 2021–present | Shared with WCN director Cherylyn Harley LeBon (potential information-flow interlock; unrelated industry) |
| Cint Group AB (OMX: CINT) | 2022–present | — |
| Avis Budget Group (NASDAQ: CAR) | 2018–2021 | Former; chaired Audit Committee |
| Dunkin’ Brands Group, Inc. | 2013–2020 | Former |
| Vonage (NASDAQ: VG) | 2011–2018 | Former |
Policy constraints:
- Audit committee service on more than two other public company audit committees requires WCN Board determination that such service will not impair effectiveness .
- Directors who are CEOs elsewhere should serve on no more than two other public boards; other directors no more than four .
Expertise & Qualifications
- Board skill matrix flags Sparks for Information Technology & Cybersecurity; Sales & Marketing; Corporate Governance & Public Policy; Public Company Executive; Risk Management; Strategic Planning & M&A .
- Education: MBA, Harvard; BSE, Princeton .
Equity Ownership
| Date | Common Shares | DSUs | Unvested RSUs | Total |
|---|---|---|---|---|
| Dec 31, 2024 | — | 423 | 334 | — |
| Mar 21, 2025 (Record Date) | 440 | 778 | 279 | 1,497 |
- Ownership guidelines: Non-employee directors must hold Common Shares valued at least $500,000 or 5x the annual cash retainer; directors have 5 years from fiscal year-end following initial appointment to comply. Sparks has until December 31, 2029 .
- Hedging/pledging prohibited under Insider Trading Policy (pledging only with preauthorization in limited situations) .
- Group-level ownership: all officers and directors as a group own less than 1% of outstanding shares .
Insider trades (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Filing |
|---|---|---|---|---|---|
| 2025-03-01 | M (exempt; RSU vest) | 334 | $0.00 | 619 | https://www.sec.gov/Archives/edgar/data/1318220/000156218025001959/0001562180-25-001959-index.htm |
| 2025-03-01 | F (in-kind tax withholding) | 179 | $189.6651 | 440 | https://www.sec.gov/Archives/edgar/data/1318220/000156218025001959/0001562180-25-001959-index.htm |
Governance Assessment
- Strengths: Independent director with deep digital/technology and growth expertise; Audit Committee member and financially literate; 100% attendance in 2024; Board’s strong governance (majority voting, independent Chair, executive sessions) supports independent oversight .
- Ownership alignment: Building equity stake via RSUs/DSUs and common; subject to $500k/5x retainer guideline with compliance deadline of Dec 31, 2029; current holdings reflect new-director status and are within policy timeline .
- Conflicts/related-party exposure: Board determined Sparks had no material interest in related party transactions at appointment; no arrangements or family relationships; independence affirmed .
- Compensation alignment (company-wide): Executive pay-for-performance features PSU metrics (ROIC, FCFPS, ESG, TSR modifier) and achieved ~100% of targeted annual incentives in 2024, underscoring disciplined compensation governance; director pay majority equity-based (DSUs/RSUs) .
- Interlocks/time commitment: Shared Copart directorship with WCN director LeBon; WCN policies limit excessive external audit committee commitments; no evidence of impairment; monitor time commitments and potential information-flow dynamics .
- Shareholder signals: >95% Say-on-Pay approval in 2024 indicates broad investor support for compensation governance .
RED FLAGS (none material disclosed):
- Ownership below guideline today is expected for a 2024 appointee and within the 5-year compliance window; monitor progression toward $500k/5x threshold by 2029 .
- No related-party transactions, hedging/pledging prohibited, and high attendance mitigate governance risk .