Michael W. Harlan
Chair of the Board at WCN
Board
About Michael W. Harlan
Independent, non‑executive Chair of the Board at Waste Connections, Inc. (WCN). Age 64, director since 1998, and designated an audit committee financial expert; background spans accounting (CPA), finance, M&A, and operations in the solid waste and industrial services sectors . The Board affirms his independence under NYSE and Canadian rules; the Chair/CEO roles are separated, with Harlan serving as non‑executive Chair since April 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Connections, Inc. | Non‑executive Chair; Director | Director since 1998; Non‑executive Chair since Apr 2023 | Chair responsibilities include presiding over Board and independent director sessions, agenda setting with CEO, and ensuring independent Board functioning |
| Principal Environmental, LLC | Board Chairman & CEO | Sep 2013–present | Leads growth and operational strategy for environmental services platform |
| Harlan Capital Advisors, LLC | Founder & President | Sep 2011–2013 | Advised companies on operations, strategy, M&A, and capital raising |
| U.S. Concrete, Inc. | President & CEO; Founder | Founded Aug 1998; CEO May 2007–Aug 2011 | Grew an industrial materials company; prior senior financial roles at public companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WiMi Hologram Cloud, Inc. (NASDAQ: WIMI) | Director | 2020–2021 | Former public company directorship |
| U.S. Concrete, Inc. (NASDAQ: USCR) | Director | 2006–2011 | Former public company directorship |
| Brewer Crane Holdings, LLC | Board member | 2018–present | Private company board |
| University of Houston Honors College | Advisory Board member | Current | Non‑profit/academic role |
Board Governance
- Roles and committees: Audit Committee member, Executive Committee Chair, Nominating & Corporate Governance Committee member .
- Independence: Board determined Harlan is “independent” per NYSE and Canadian standards; majority of Board is independent .
- Board leadership: Non‑executive Chair; duties include presiding over Board and independent director sessions, facilitating CEO‑Board communication, and ensuring independent oversight .
- Attendance and engagement:
- Board meetings in 2024: 4; all directors attended 100% of Board meetings .
- Committees: Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (3), Executive (1) .
- Harlan missed the single 2024 Executive Committee meeting; his biography reports 92% overall attendance with a footnote indicating that miss .
- Executive Committee authority: May approve divestitures >$50 million and acquisitions for cash/non‑equity consideration >$50 million between Board meetings .
- Policies mitigating conflicts/risk: Majority voting policy; annual self‑evaluations; anti‑hedging/anti‑pledging; robust Code of Conduct conflict procedures .
Committee Memberships and Chair Roles
| Committee | Role | 2024 Meetings | Key responsibilities |
|---|---|---|---|
| Audit | Member | 4 | Oversees internal controls, financial reporting, auditor selection/oversight; Harlan is designated an audit committee financial expert |
| Executive | Chair | 1 | Authorized to approve large transactions between Board meetings (> $50 million thresholds) |
| Nominating & Corporate Governance | Member | 3 | Director nominations, annual Board/committee self‑evaluations, governance principles |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Non‑executive Board Chair cash retainer | $50,000 | Supplemental retainer for serving as Board Chair |
| Committee chair retainers | N/A | Audit $25,000; Compensation $25,000; Nominating & Corporate Governance $15,000; no Executive Committee chair retainer disclosed |
| Fees earned (Harlan) | $150,000 | 2024 cash fees |
| Share awards (Harlan) | $161,510 | 2024 grant date fair value (RSUs/DSUs) |
| Total (Harlan) | $311,510 | Sum of cash fees and share awards |
2024 Harlan Equity Grant Detail
| Grant Type | Shares | Grant Date Fair Value |
|---|---|---|
| RSUs | 662 | $98,817 |
| DSUs | 420 | $62,693 |
- Director grant election and vesting: Directors may elect up to CAD$150,000 of the annual grant in RSUs settled in shares; RSUs vest 50% on grant date and 50% on first anniversary; DSUs settle only upon leaving the Board .
Performance Compensation
Directors receive equity retainer grants (RSUs/DSUs), not performance‑conditioned awards. Company performance metrics apply to executive PSUs; included here as governance context on pay‑for‑performance alignment overseen by the Board:
| Metric (PSUs 2024–2026) | Weight | Threshold | Target | Max (metric) | Payout Range |
|---|---|---|---|---|---|
| 3‑year ROIC improvement | 50% | 25 bps [0%] | 125 bps [100%] | 225 bps [300%] | Up to 200% before TSR modifier |
| Annual FCF per share growth | 50% | 2.0% [0%] | 6.0% [100%] | 14.0% [300%] | Up to 200% before TSR modifier |
| ESG progress (8 targets) | Supplemental | 2% per target per year | — | — | Within 200% cap |
| Relative TSR modifier vs S&P 500 | Modifier | >50th percentile → 112.5% of achieved; >75th → 125% | — | — | Max 250% of target with TSR modifier |
Other Directorships & Interlocks
| Company | Current? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| WiMi Hologram Cloud, Inc. | No (former) | Director (2020–2021) | None disclosed with WCN |
| U.S. Concrete, Inc. | No (former) | Director (2006–2011) | None disclosed with WCN |
| Principal Environmental, LLC | Yes (private) | Board Chair & CEO | No related‑party transactions disclosed involving Harlan – |
| Brewer Crane Holdings, LLC | Yes (private) | Board member | No related‑party transactions disclosed involving Harlan – |
- Compensation Committee interlocks: None identified by the company .
Expertise & Qualifications
- CPA; BA in Accounting (University of Mississippi); extensive financial leadership experience and public company C‑suite roles .
- Solid waste/industrial operations, M&A/strategic planning, risk management; audit/financial reporting expertise; designated audit committee financial expert .
Equity Ownership
| As of Mar 21, 2025 (Record Date) | Quantity | Total |
|---|---|---|
| Common shares | 8,287 | 8,287 |
| DSUs | 4,564 | 4,564 |
| Unvested RSUs | 279 | 279 |
| Total units/shares | — | 13,130 |
- Ownership guidelines: Directors must hold Common Shares equal to ≥$500,000 or ≥5x annual cash retainer; all non‑employee directors other than three newer appointees (not including Harlan) exceeded guidelines as of the proxy; Harlan meets guideline .
- Unvested awards outstanding (Dec 31, 2024): RSUs 331; DSUs 4,209 .
- Ownership as % outstanding: Harlan’s 8,287 common shares vs 258,363,968 shares outstanding ≈ 0.0032% .
Governance Assessment
- Strengths:
- Independent, non‑executive Chair; separation of Chair/CEO; majority‑independent Board .
- Audit committee financial expert; strong finance/M&A background; multiple independent committee roles including Executive Committee Chair overseeing significant transactions .
- Robust anti‑hedging/anti‑pledging and conflict‑of‑interest controls; annual Board self‑evaluations .
- Director compensation primarily equity‑based with meaningful ownership guidelines; Harlan in compliance, supporting alignment .
- Say‑on‑pay support strong (>95% approved in 2024), signaling investor confidence in compensation governance .
- Watch items:
- Attendance: Biography notes 92% due to missing one Executive Committee meeting (Board meetings remained 100%); low severity but monitor consistency in Executive Committee participation .
- Related‑party exposure: No transactions disclosed involving Harlan; ongoing vigilance warranted given external roles, but current disclosure indicates no material interests or transactions –.
- Policy protections:
- Majority voting with required resignation for directors receiving more WITHHOLD than FOR votes in uncontested elections .
- Clawback policy for executive incentive compensation (not directly applicable to director equity retainers), share ownership guidelines, and prohibition on hedging/pledging .
RED FLAGS: None material identified related to Harlan. Note the single missed Executive Committee meeting (attendance watch), but no conflicts, hedging, pledging, or related‑party transactions disclosed – .