Edward E. “Ned” Guillet
Director at WCN
Board
About Edward E. “Ned” Guillet
Edward E. “Ned” Guillet (age 73) is an independent director of Waste Connections and has served on the Board since 2007. He is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee, with 100% Board and committee attendance in 2024. His background is in human resources leadership, including SVP and CHRO roles at Gillette and SVP HR at Procter & Gamble following the merger; he also served as an independent HR advisor from 2007–2023. He holds a BA in English Literature and Secondary Education from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gillette Company | Senior Vice President & Chief Human Resources Officer; executive officer | 2001–2005 | Led HR; broad leadership roles in HR since 1974 |
| Procter & Gamble (Gillette GBU) | Senior Vice President, Human Resources | 2005–2006 | Post-merger HR leadership |
| Independent Advisor | Freelance human resources consultant | 2007–2023 | Advisor on human capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CCL Industries, Inc. (TSX: CCL.B) | Director | 2008–2019 | Public company directorship in Canada |
| Boston University Human Resources Policy Institute | Former member | N/A | Not-for-profit/academic role |
Board Governance
- Committees: Compensation Committee (member), Nominating & Corporate Governance Committee (Chair)
- Committee meetings in 2024: Nominating & Corporate Governance Committee met 3 times; Board met 4 times; non-employee directors held 4 executive sessions in 2024 and one since Jan 1, 2025 .
- Attendance: 100% for Board and all committee meetings in 2024 (exception noted in proxy pertains to another director) .
- Independence: Board skills/demographics matrix identifies Guillet as independent; Nominating & Governance Committee applies Audit/Comp independence standards to its members .
- Conflict resolution: Nominating & Governance Committee oversees director conflict disclosures and resolution; if committee conflict, Board resolves; directors must recuse where required .
| Governance Item | Detail |
|---|---|
| Committee Assignments | Compensation; Nominating & Corporate Governance (Chair) |
| 2024 Attendance | 100% Board and committee meetings |
| Exec Sessions (non-employee) | 4 in 2024; 1 since Jan 1, 2025 |
| Independence | Yes |
| N&G Committee Meetings 2024 | 3 |
| N&G Committee Independence Standard | Same as Audit/Comp committees |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | |
| Nominating & Corporate Governance Chair Retainer | $15,000 | |
| Total Cash Paid (FY2024) | $115,000 | |
| Annual Limit on Non-Employee Director Compensation | $350,000; $700,000 first-year or if non-executive Chair |
Performance Compensation
Directors receive equity via DSUs and may elect up to CAD$150,000 of the director grant in RSUs; RSUs vest 50% on grant date and 50% on first anniversary; DSUs settle upon leaving the Board. Director equity is time-based (no performance metrics or options) to align with shareholders; anti-hedging/pledging policy applies to directors .
| Grant (Feb 2024) | Units | Grant-Date Fair Value (USD) | Vesting/Settlement |
|---|---|---|---|
| RSUs | 662 | $98,817 | 50% grant date; 50% first anniversary |
| DSUs | 420 | $62,693 | Settled only upon Board departure; cash or shares at Co. discretion |
| Total Share Awards (FY2024) | — | $161,510 | Majority of director pay is equity-based |
| Outstanding (12/31/2024) | Count | Notes |
|---|---|---|
| Unvested RSUs | 331 | |
| DSUs | 4,209 |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | CCL Industries, Inc. (TSX: CCL.B), 2008–2019 |
| Compensation Committee Interlocks | None; no officer served on another entity’s comp committee with reciprocity |
Expertise & Qualifications
- Human capital and compensation expertise; governance experience; public company executive background; risk management; strategic planning/M&A; ESG/sustainability exposure per Board skills matrix and biography .
- Education: BA, Boston College .
Equity Ownership
- Director-level ownership guideline: at least $500,000 or 5× annual cash retainer; 5-year compliance window; as of proxy date, all non-employee directors except three newer appointees exceeded the guideline (Guillet exceeds) .
- Anti-hedging/pledging: Directors prohibited from hedging; pledging prohibited unless preauthorized in limited cases .
| Date/Measure | Common Shares | DSUs | Unvested RSUs | Total | Ownership Guideline Met |
|---|---|---|---|---|---|
| March 21, 2025 (Record Date) | 23,883 | 4,564 | 279 | 28,726 | Yes (exceeds) |
| Dec 31, 2024 (Outstanding awards) | — | 4,209 | 331 | — | — |
| Beneficial Ownership (proxy table) | 23,883 | — | — | — | Individuals, incl. directors, each <1% outstanding |
Governance Assessment
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Strengths and Signals:
- Independent director with deep HR leadership experience; chairs the Nominating & Governance Committee that oversees board renewal, evaluations, conflicts, diversity policy, and governance principles—supports board effectiveness .
- Strong engagement with 100% attendance; non-employee executive sessions conducted regularly, indicating independent oversight .
- Ownership alignment: exceeds robust director stock ownership guideline; majority of compensation in equity; anti-hedging/pledging policy further aligns incentives .
- No related-party transactions or indebtedness disclosed for Guillet; broader related-party disclosures do not involve him, reducing conflict risk .
-
Potential Risks/Watch Items:
- Age 73; company retirement policy generally discourages nominations beyond 75, albeit with Board flexibility—succession and continuity planning for committee leadership warranted .
- Equity awards are time-based (no performance metrics) for directors; while common in market practice, investors should monitor equity/cash mix drift and adherence to the annual compensation cap .
-
RED FLAGS:
- None observed: no director loans or indebtedness; no hedging/pledging; no compensation committee interlocks; no disclosed related-party transactions involving Guillet .