Elise L. Jordan
Director at WCN
Board
About Elise L. Jordan
Elise L. Jordan, age 65, has served as an independent director of Waste Connections, Inc. since 2019; she chairs the Audit Committee and is a member of the Nominating and Corporate Governance Committee. She retired in 2024 as Executive Vice President and Chief Financial Officer of FedEx Express and holds an MBA from the University of Memphis and a BBA in Accounting from the University of Texas at Austin; she is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Express (FedEx Corp.) | EVP & CFO; prior senior finance and planning roles | 1983–2024 (retired 2024) | Led worldwide financial planning, reporting, analysis; strategic planning; regional accounting/controls |
| Arthur Andersen LLP | Staff Auditor | Prior to 1983 (year not specified) | Early audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in WCN proxy | — | — | WCN proxy lists no other current public company boards for Jordan |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating and Corporate Governance Committee member .
- Attendance: 100% of Board and committee meetings in 2024 .
- Independence: Board determined Jordan is independent under NYSE and Canadian rules; Audit and Nominating & Corporate Governance Committees comprise independent directors .
- Audit expertise: Jordan is an “audit committee financial expert” per SEC rules .
- Executive sessions: Non-employee directors met separately without management four times in 2024 (and once since Jan 1, 2025) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $125,000 | $125,000 |
| Audit Committee Chair Fee ($) | Included in cash total; committee chair fees are $25,000 for Audit | Included in cash total; committee chair fees are $25,000 for Audit |
| Nominating & Corporate Governance Committee Fee ($) | Committee chair $15,000; Jordan is member (no chair premium) | Committee chair $15,000; Jordan is member (no chair premium) |
| Non‑Executive Board Chair Retainer ($) | Not applicable to Jordan (paid to Chair) | Not applicable to Jordan (paid to Chair) |
| Meeting Fees | None; directors are paid retainers and equity grants (no per‑meeting fees) | None; directors are paid retainers and equity grants (no per‑meeting fees) |
Notes:
- Standard non‑employee director fees: Annual cash retainer $100,000; Audit chair $25,000; Compensation chair $25,000; Nominating & Corporate Governance chair $15,000; Non‑executive Board Chair $50,000 .
Performance Compensation
Directors do not have performance‑based cash bonuses; equity grants are in the form of DSUs and optional RSUs with time‑based vesting (RSUs vest 50% at grant and 50% on first anniversary). There are no director PSUs or performance hurdles; directors may elect up to CAD$150,000 of equity grant as RSUs, remainder in DSUs; target CAD$245,000 RSU/DSU grant per year .
| Equity Grant Detail (Year) | RSUs (#) | RSU Grant Date Fair Value ($) | DSUs (#) | DSU Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | 817 | $111,202 | 518 | $70,505 | RSUs: 50% grant date, 50% at 1‑year; DSUs settle at board departure |
| 2024 | 662 | $98,817 | 420 | $62,693 | RSUs: 50% grant date, 50% at 1‑year; DSUs settle at board departure |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other current public company boards listed for Jordan in WCN proxy; no compensation committee interlocks |
Expertise & Qualifications
- Deep finance and accounting experience from FedEx Express CFO tenure; governance and technology exposure via strategic planning systems .
- Audit committee financial expert designation .
- Education: MBA (University of Memphis); BBA in Accounting (University of Texas at Austin) .
Equity Ownership
| As of Record Date (Mar 21, 2025) | Common Shares | DSUs | Unvested RSUs | Total |
|---|---|---|---|---|
| Elise L. Jordan | 2,936 | 3,058 | 279 | 6,273 |
Additional ownership context:
- Beneficial ownership table lists Jordan with 2,936 common shares; directors and officers as a group own less than 1% of outstanding shares .
- Director share ownership guidelines: at least $500,000 or 5x annual cash retainer; Jordan exceeds guidelines (exceptions apply only to newly appointed directors Bertone, LeBon, Sparks) .
- Insider Trading Policy prohibits hedging/short sales and pledging (unless pre‑authorized in limited cases) by directors .
Governance Assessment
- Board effectiveness: Jordan chairs Audit (4 meetings in 2024) and is active on Nominating & Corporate Governance (3 meetings); 100% attendance indicates strong engagement and oversight .
- Independence and conflicts: Board affirmed her independence; disclosure notes no related‑party transactions at appointment and no compensation committee interlocks; Code requires disclosure/recusal for any related‑party interests .
- Ownership alignment: Meets elevated director ownership guidelines; majority of director compensation is equity‑based via DSUs/RSUs; anti‑hedging/pledging policy enhances alignment .
- Compensation mix stability: Director program reviewed by independent consultant; increased target equity grant to CAD$245,000 effective 2023; Jordan’s 2024 total director compensation $286,510 (cash $125,000; share awards $161,510), down from 2023 total $306,707 due to lower grant date fair values and FX, while structure remains balanced .
RED FLAGS
- None flagged: No attendance issues (100%); no related‑party transactions disclosed for Jordan; no hedging/pledging permitted; no interlocks on Compensation Committee .
Indemnification & appointment history: Jordan joined WCN’s Board on Aug 1, 2019 (Audit and Nominating & Corporate Governance committees) under a standard indemnification agreement; independence determined by Board at appointment .