Cherylyn Harley LeBon
Director at WCN
Board
About Cherylyn Harley LeBon
Cherylyn Harley LeBon (age 59) is an independent director of Waste Connections, Inc. since 2024, serving on the Compensation Committee; she attended 100% of Board and committee meetings in 2024, indicating strong engagement . LeBon is a partner at Womble Bond Dickinson (US) LLP and brings public policy, governance, and corporate strategy experience, supported by a JD from the University of Wisconsin–Madison and a BA in History from Canisius College . The Board has formally determined she is independent under NYSE and Canadian standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Womble Bond Dickinson (US) LLP | Partner (Corporate and Government Contracts) | 2023–Present | Corporate/government contracts expertise |
| Dunlap, Bennett & Ludwig, PLLC | Partner (Corporate and Government Contracts) | 2021–2023 | Corporate/government contracts |
| KLAR Strategies | Founder & CEO (Business Strategy Firm) | 2011–2021 | Strategic counsel to corporations and C-suites |
| U.S. Small Business Administration | Presidential Appointee | Prior Service | Federal policy exposure |
| U.S. Department of Veterans Affairs | Presidential Appointee | Prior Service | Federal policy exposure |
| U.S. Senate Judiciary Committee | Senior Counsel | Prior Service | Legislative experience |
| U.S. House of Representatives | Counsel | Prior Service | Legislative experience |
| Mannesmann Corporation | Senior positions | Prior Service | Corporate operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copart, Inc. (NASDAQ: CPRT) | Director | 2021–Present | Public company board role |
| Visit Fairfax | Board | 2019–Present | Regional economic development |
| Capital Business Development Association | Board | 2023–Present | Business development |
- Interlocks: Carl D. Sparks (WCN director) also serves on Copart’s board, creating a shared external directorship interlock; both are independent at WCN and no related-party transactions are disclosed regarding Copart .
Board Governance
- Committee assignments: Compensation Committee member (2024 meetings: 4) .
- Independence: Board determined LeBon is independent; majority of WCN’s Board is independent .
- Attendance: Board met 4 times in 2024; committees met as noted; each director attended 100% of Board and relevant committee meetings in 2024 (except one Executive Committee meeting missed by Harlan) .
- Executive sessions: Non-employee directors met separately 4 times in 2024 and once since Jan 1, 2025 .
- Board tenure: Director since 2024; age 59 .
- Chair roles: None disclosed for LeBon .
Fixed Compensation
| Component | Amount/Rate | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for non-employee directors (U.S. dollars) |
| Committee Chair Retainer (Compensation) | $25,000 | Not applicable to LeBon (not a chair) |
| Board Chair Supplemental Retainer | $50,000 | For non-executive Board Chair (not applicable to LeBon) |
| 2024 Cash Fees Paid (LeBon) | $80,822 | Partial-year (appointed August 2024); presented in USD converted from CAD at $0.7300 |
- Compensation structure targets a majority in equity; cash covers fixed time commitment .
Performance Compensation
Directors receive equity via DSUs/RSUs; these are not performance-conditioned instruments for directors. RSUs elected from the director grant vest in two equal installments on the grant date and first anniversary; DSUs settle upon board departure and accrue dividend equivalents .
| Metric | 2024 RSU Grant | 2024 DSU Grant | Vesting/Settlement |
|---|---|---|---|
| Shares Granted (LeBon) | 604 | 383 | RSUs: 50% at grant, 50% at 1-year; DSUs: settle at departure; dividend equivalents accrue |
| Grant Date Fair Value (USD) | $108,001 | $68,484 | GAAP grant-date fair value; no dividends on unvested RSUs |
| 2024 Share Awards Total (USD) | $176,485 | — | Sum of RSU and DSU fair value |
| 2024 Total Compensation (USD) | $257,307 | — | Cash + equity |
Other Directorships & Interlocks
| Company | Role | Start | Notable Notes |
|---|---|---|---|
| Copart, Inc. (CPRT) | Director | 2021 | Shared interlock with WCN director Carl D. Sparks; independence maintained; no related-party transactions disclosed |
- Board service limits: WCN guidelines cap other public boards at four for non-CEOs; audit committee service limits apply separately; LeBon’s external service is within policy .
Expertise & Qualifications
- Board skills matrix lists LeBon under Corporate Governance & Public Policy, Risk Management, Strategic Planning & M&A, Compensation & Human Capital Management, Legal/Regulatory among others, reflecting governance and policy depth .
- Education: JD (University of Wisconsin–Madison), BA (Canisius College) .
- Professional background spans federal appointments and corporate strategy, supporting compensation committee contributions .
Equity Ownership
| As of March 21, 2025 (Record Date) | Shares/Units | Total |
|---|---|---|
| Common Shares | 270 | 270 |
| DSUs | 738 | 738 |
| Unvested RSUs | 581 | 581 |
| Total | 1,589 | 1,589 |
- Ownership guideline: Non-employee directors must hold ≥$500,000 or ≥5× annual cash retainer; LeBon has until December 31, 2029 to comply (new appointee timeline) .
- Hedging/pledging: Prohibited for directors; trading pre-clearance required .
Governance Assessment
- Strengths: Independence affirmed; 100% attendance in 2024; service on Compensation Committee aligns with her public policy/governance background; robust director ownership guidelines and anti-hedging/pledging policies support alignment .
- Compensation alignment: Majority of director pay in equity (DSUs/RSUs); no meeting fees; fixed retainers at market median; independent consultant periodically reviews director pay program .
- Ownership: Early-stage holdings reflect August 2024 appointment; clear path to guideline compliance by 2029 .
- Interlocks: Shared Copart board service with another WCN director (Sparks) is noteworthy; WCN prohibits competitive interlocks and discloses no related-party transactions, mitigating conflict risk absent transactional ties .
- Red flags: None disclosed regarding related-party transactions, pledging, hedging, or attendance; say-on-pay support for NEOs (95% in 2024) indicates broader shareholder confidence in governance and compensation oversight environment .