Ronald J. Mittelstaedt
About Ronald J. Mittelstaedt
Founder and long-serving executive of Waste Connections, Inc.; currently President, Chief Executive Officer and Director since April 23, 2023. Age 61; BA in Business Economics (finance emphasis) from UC Santa Barbara . Board service since formation in 1997; previously Chairman through July 2019 and Executive Chairman through April 2023 . Under his leadership in 2024, revenue grew 11.2% to $8.920 billion, adjusted EBITDA rose 15.0% to $2.902 billion with margin expansion to 32.5%, and leverage remained below ~2.7x debt/EBITDA; TSR outperformed the S&P 500, TSX 60 and DJ Waste Index over the ten-year period ended Dec 31, 2024, with dividends growing at a 14.1% CAGR since 2010 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waste Connections, Inc. | President, Chief Executive Officer and Director | Apr 2023–Present | Returned to CEO role; reinforced price-led organic growth, margin expansion, and disciplined M&A integration . |
| Waste Connections, Inc. | Executive Chairman | Jul 2019–Apr 2023 | Board leadership and continuity through pandemic/inflation; prepared transition back to CEO . |
| Waste Connections, Inc. | Chairman; Founder, CEO | 1997–Jul 2019 | Founder-led model; growth via decentralized structure; long-term TSR outperformance and dividend compounding track record . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWest, Inc. (NASDAQ: SKYW) | Director | 2013–Present | Cross-industry perspective; governance experience at public company . |
| Pye-Barker Fire & Safety | Board/Private role | 2022–Present | Operational and safety-oriented oversight . |
| Teichert, Inc. | Board | 2020–2023 | Construction materials adjacency, capital discipline insights . |
| PRIDE Industries | Board | 2009–2023 | ESG/social impact governance . |
| RDM Positive Impact Foundation | Founder | 2004–Present | Philanthropic focus on underprivileged youth . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Incentive (% of Salary) | Notes |
|---|---|---|---|---|
| 2024 | 1,128,812 | 160% | 166% (paid 100% of earned) | MICP metrics tied to EBITDA, EBIT, EBIT margin, CFFO margin . |
| 2023 | 892,308 | 150% (per Letter Agreement at appointment) | — | First year back as CEO; compensation mix rebalanced . |
| 2022 | 500,000 | — | — | Service as Executive Chairman (not CEO) . |
Perquisites include reimbursement up to $20,000 annually for country club/professional association dues and professional financial/tax planning services .
Performance Compensation
Annual incentive (MICP) metrics and outcomes (2024):
| Metric | Adjusted Target | Adjusted Results | Actual vs Target | Weighting | Target Achievement |
|---|---|---|---|---|---|
| EBITDA ($) | $2,920.0M | $2,908.4M | 99.6% | 20% | 19.9% |
| EBIT ($) | $1,783.1M | $1,717.1M | 96.3% | 20% | 19.3% |
| EBIT Margin (%) | 19.5% | 19.2% | 98.3% | 30% | 29.5% |
| CFFO Margin (%) | 25.4% | 26.7% | 105.1% | 30% | 31.5% |
| Overall Achievement | — | — | — | — | 100.2% weighted avg (paid at 104% eligible targets) |
PSU framework and results:
- PSU design (2024 grants, 2024–2026 period): ROIC improvement (50%), FCFPS growth (50%), plus ESG progress; payouts 0–200% on financial metrics with 2% per ESG target per year; relative TSR modifier can raise achieved amount to 112.5% or 125%, for a maximum up to 250% of target .
- 2022–2024 PSU outcome (certified Feb 2025): Weighted achievement 113.6% of target; relative TSR modifier 7.3%; CEO earned 3,990 shares vs 3,512 target (113.6%) .
Grants in fiscal 2024:
| Award Type | Grant Date | Number of Units | Grant Date Fair Value ($) |
|---|---|---|---|
| RSU | 2/16/2024 | 12,450 | 2,089,982 |
| PSU | 2/16/2024 | Target 12,450; Max 31,125 | 2,089,982 |
Vesting mechanics:
- RSUs vest in four substantially equal annual installments beginning on the first anniversary of grant date .
- PSUs vest, if at all, within 15 business days after the Compensation Committee’s determination, no later than March 15, 2027 for 2024 awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 235,959 Common Shares (held by Mittelstaedt Enterprises, L.P.; excludes 5,286 shares in an irrevocable trust and 55,002 shares in RDM Positive Impact Foundation) . |
| Unvested Awards (12/31/2024) | RSUs: 1,067 (2/19/21), 1,756 (2/18/22), 1,378 (2/17/23), 5,824 (5/12/23), 12,450 (2/16/24); PSUs: 3,512 (2/18/22), 1,836 (2/17/23), 7,766 (5/12/23), 12,450 (2/16/24) . |
| Ownership Guidelines | Executives must hold shares equal to multiples of salary; CEO guideline is 5x base salary . |
| Hedging/Pledging | Company prohibits hedging and pledging unless preauthorized in limited situations . |
| Dividend Treatment | No ordinary dividends on unvested time-based awards; PSU dividend equivalents paid in cash only upon vesting . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Letter Agreement (Apr 23, 2023) | Base salary $1,100,000; target annual bonus 150% of salary; target annual equity awards expected at 380% of salary; participation in Separation Benefits Plan (with covenants in Sections 5, 6, 13) . |
| Severance (no-Cause or Good Reason) | 2.99x sum of base salary + target bonus; plus two years of medical insurance benefits (employee-rate premiums) . |
| Change-in-Control (double trigger) | Same 2.99x multiple upon CIC followed by no-Cause termination or Good Reason resignation within two years . |
| Potential Payments (as of 12/31/2024 at $171.58/share) | Severance payment $5,244,519; acceleration of unvested RSUs/PSUs $8,242,532; total $13,487,051 in termination without cause, disability, death, good reason, or CIC-related termination scenarios (base/bonus assumed forfeited as disclosed) . |
| Clawback (Recoupment) | Board may seek forfeiture/repayment of certain incentive compensation under specified circumstances . |
Board Governance
- Board service history: Director since 1997; Board Chairman until April 2023; Executive Chairman July 2019–April 2023; now CEO and Director; non-executive Chair is Michael W. Harlan .
- Committee roles: Member of Executive Committee; not independent (employee director) .
- Attendance: 100% Board/Committee attendance in 2024 .
- Independence and leadership: Board has an independent non-executive Chairman; when Chair is independent, the Chair performs duties typically associated with a Lead Independent Director (e.g., presiding over executive sessions, agenda-setting) .
- Executive sessions: Non-employee directors met separately four times in 2024 and once since Jan 1, 2025 .
- Director compensation: Employee directors receive no additional compensation for board service; his director compensation ceased upon appointment as CEO in April 2023 .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay | 210,688,119 | 10,336,222 | 513,125 | 7,062,291 |
Compensation program best practices include pay-for-performance, 50% PSUs in long-term equity, ESG metrics added to PSUs since 2021, share ownership guidelines, anti-hedging/pledging, and a clawback policy; problematic practices such as single-trigger CIC are excluded (double-trigger applies) .
Compensation Peer Group (Benchmarking)
Peer group used for NEO benchmarking includes Cintas, CSX, Fastenal, Fortive, JB Hunt, Martin Marietta, Norfolk Southern, Old Dominion, Republic Services, Rollins, United Rentals, Vulcan Materials, Waste Management, and W.W. Grainger; Pearl Meyer concluded targeted TDC for NEOs was between the 25th–50th percentile, with CEO below the 25th percentile; 10-year annualized TSR above the 50th percentile vs Comparator Group by late 2024 .
Multi-Year CEO Compensation and Pay vs Performance
| Year | Salary ($) | Share-Based Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,128,812 | 4,179,963 | 1,885,312 | 82,285 | 7,276,372 |
| 2023 | 892,308 | 2,734,688 | 2,079,000 | 49,057 | 5,755,052 |
| 2022 | 500,000 | 850,025 | — | 4,556 | 1,604,581 |
Pay versus performance (selected indicators):
| Year | CEO Compensation Actually Paid ($) | Company TSR (Value of $100) | Net Income ($MM) | Adjusted EBITDA ($MM) |
|---|---|---|---|---|
| 2024 | 8,186,468 | 195.99 | 616.6 | 2,901.9 |
| 2023 | 6,859,562 | 169.36 | 762.8 | 2,523.0 |
Risk Indicators & Red Flags
- Adjustments to annual incentive and PSU targets/results to reflect acquisitions/divestitures and specific items (e.g., Chiquita Canyon landfill closure outlays) indicate active calibration; transparency provided in CD&A .
- Double-trigger CIC reduces “golden parachute” single-trigger risk; severance multiple of 2.99x is on the higher end of typical market practice but consistent with Company plan .
- Anti-hedging/pledging and clawback policies mitigate misalignment/recoupment risks .
- Related party transactions disclosed for other NEO family members; no indebtedness of directors/officers; no disclosed related party transactions involving Mittelstaedt .
Employment & Retention Considerations
- Contractual participation in Separation Benefits Plan with Good Reason protections and medical benefits supports retention; base/bonus/equity targets provide competitive TDC despite CEO below 25th percentile vs peers (per consultant), potentially lowering pay inflation risk while relying on performance-linked equity .
- Ownership guidelines (5x salary) and substantial unvested RSUs/PSUs create continued vesting horizons, aligning with long-term value creation and moderating near-term selling pressure; policy discourages pledging/hedging .
Investment Implications
- Strong pay-for-performance alignment: Annual incentive tied to EBITDA/EBIT/EBIT and CFFO margins delivered 100.2% achievement; 3-year PSU payout at 113.6% with TSR modifier reflects multi-year value creation while maintaining rigorous ROIC/FCFPS hurdles .
- Retention risk appears contained: Competitive severance/CIC terms, sizeable unvested equity, and ownership guidelines reduce turnover probability; anti-hedging/pledging and clawback policies bolster governance quality .
- Governance structure mitigates dual-role concerns: Separation of CEO and independent Chair with regular executive sessions supports board independence; Mittelstaedt’s Executive Committee role and 100% attendance enhance oversight continuity .
- Trading signals: Upcoming RSU vesting stair-steps from large 2024 grant (12,450 RSUs) could add technical supply around anniversaries, but policy framework and lack of disclosed pledging/hedging reduce forced-sell risks; monitor Form 4s around vest dates and PSU certifications .
- Benchmarking context: CEO targeted TDC below 25th percentile vs peer group with TSR at or above median over longer horizons suggests shareholder-friendly pay positioning with robust operating performance, supporting valuation resilience .