Susan “Sue” Lee
Director at WCN
Board
About Susan “Sue” Lee
Independent director and Chair of the Compensation Committee at Waste Connections, Inc. (WCN). Age 73, director since 2014, resident of British Columbia, Canada; prior Senior Vice President, Human Resources & Communications at Suncor Energy and VP HR at TransAlta, recognized for deep human capital and governance expertise . The Board has determined she is independent under NYSE and Canadian standards and not party to any compensation committee interlocks; she recorded 100% attendance for Board and all committee meetings she serves on in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suncor Energy Inc. | Senior Vice-President, Human Resources & Communications | 1996–2012 | Led executive compensation, succession planning, governance, merger strategy/integration, stakeholder and government relations |
| TransAlta Corp. | Vice President, Human Resources | 1993–1996 | Human capital leadership; prior HR roles 1982–1992 |
| Holcim Canada | Board/Advisory | 2012–2014 | — |
| Altalink | Board/Advisory | 2011–2014 | — |
| University of Calgary | Board of Governors (member) | Not disclosed | Governance contributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Empire Company Limited (TSX: EMP.A) | Director | 2014–present | Canadian grocer; no WCN-related transactions disclosed |
| Progressive Waste Solutions Ltd. (TSX/NYSE: BIN) | Director | 2014–2016 | Predecessor to WCN combination; historical board service |
| Bonavista Energy Corporation (TSX: BNP) | Director | 2013–2017 | Canadian energy company |
Board Governance
- Committees and roles: Compensation Committee (Chair) and Nominating & Corporate Governance Committee member .
- Independence: Determined independent under NI 52-110 and NYSE Section 303A.02; Board majority independent .
- Attendance: Board met 4 times in 2024; Compensation Committee met 4; Lee attended 100% of Board and all her committee meetings .
- Executive sessions: Non-employee directors met separately without management 4 times in 2024 and once since Jan 1, 2025 .
- Interlocks: No compensation committee interlocks or insider participation disclosed .
- Policies: Majority voting for directors; separate independent Chair; robust governance, ownership, and anti-hedging/pledging policies .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Compensation Committee Chair retainer | $25,000 | Chair premium |
| Total fees earned (2024) | $125,000 | Reported for Lee in 2024 |
Performance Compensation
Director equity grants are time-based; there are no performance conditions for director DSUs/RSUs. As Compensation Chair, Lee oversees the performance-based executive pay architecture (MICP and PSUs) summarized below.
| Grant Type | Number of Units | Grant Date Fair Value (USD) | Vesting/Settlement |
|---|---|---|---|
| RSUs (Feb 2024) | 662 | $98,817 | 50% vest at grant; 50% on first anniversary for director grants |
| DSUs (Feb 2024) | 420 | $62,693 | Settled in cash or shares only upon leaving the Board; dividend equivalents accrue |
| Total share awards (2024) | — | $161,510 | Aggregate RSU+DSU grant fair value |
Executive MICP metrics (Lee oversight):
| Metric | Weight | 2024 Adjusted Target | 2024 Adjusted Result | Achievement % | Target Achievement Contribution |
|---|---|---|---|---|---|
| EBITDA | 20% | $2,920.0M | $2,908.4M | 99.6% | 19.9% |
| EBIT | 20% | $1,783.1M | $1,717.1M | 96.3% | 19.3% |
| EBIT Margin | 30% | 19.5% | 19.2% | 98.3% | 29.5% |
| CFFO Margin | 30% | 25.4% | 26.7% | 105.1% | 31.5% |
| Overall achievement | — | — | — | — | 100.2% |
PSU metrics (three-year period; Lee oversight):
| Metric | Threshold (0%) | Minimum (50%) | Target (100%) | 200% Achievement | Maximum (300%) |
|---|---|---|---|---|---|
| ROIC Improvement | 25 bps | 75 bps | 125 bps | 175 bps | 225 bps |
| Annual FCF/share Growth | 2.0% | 4.0% | 6.0% | 10.0% | 14.0% |
| ESG Targets | 2% per target per year | — | — | — | Max overall payout capped at 200% pre-TSR |
| TSR Modifier vs S&P 500 | — | — | >50th–75th pct = 112.5% of achieved; >75th pct = 125% of achieved | — | Overall PSU payout can reach 250% with TSR |
Other Directorships & Interlocks
| Person | External Board | Role |
|---|---|---|
| Cherylyn Harley LeBon (WCN director) | Copart, Inc. (NASDAQ: CPRT) | Director (since 2021) |
| Carl D. Sparks (WCN director) | Copart, Inc. (NASDAQ: CPRT) | Director (since 2021) |
- Network note: Two WCN directors serve on Copart’s board, indicating potential information-flow interlocks across boards; no WCN-related transactions or conflicts disclosed in proxy .
Expertise & Qualifications
- Human capital and compensation leadership from Suncor and TransAlta; extensive governance and succession planning experience .
- Board skills matrix flags her for Compensation & Human Capital Management, Strategic Planning & M&A, Corporate Governance & Public Policy .
- Education: Executive Development Program (University of Michigan); Post-grad diploma in Organizational Behavior (University of Witwatersrand); BA in Anthropology/Psychology (Rhodes University) .
- Industry recognition: Hall of Fame inductee for Canada’s Top 100 Most Powerful Women (2007) .
Equity Ownership
| Holding Type | Units | Guideline Compliance |
|---|---|---|
| Common Shares | 11,916 | Meets/exceeds $500,000 or 5x retainer ownership guideline |
| DSUs | 7,589 | Included in ownership calculation |
| Unvested RSUs | 279 | Included in ownership calculation |
| Total | 19,784 | Compliant; five-year accumulation window for new directors not applicable to Lee |
Outstanding as of Dec 31, 2024:
| Award Type | Units Outstanding |
|---|---|
| Unvested RSUs | 331 |
| DSUs | 7,234 |
Director equity framework:
- Ownership guidelines: Minimum $500,000 or 5x cash retainer; five-year compliance window; most directors exceed; Lee exceeds .
- Hedging/pledging: Prohibited for directors; margin accounts and pledging prohibited unless preauthorized in limited cases .
- DSU plan: Settled only upon departure; dividend equivalents accrue; aligns long-term interests with shareholders .
Governance Assessment
- Strengths: Independent Compensation Chair with 100% attendance; robust anti-hedging/pledging and majority voting policies; strong ownership alignment; say‑on‑pay approval >95% in 2024 supports investor confidence in compensation governance .
- Compensation oversight rigor: Uses independent consultant (Pearl Meyer), market peer benchmarking, and multi-metric pay-for-performance programs (MICP and PSUs including ESG targets and TSR modifier) .
- Red flags observed: None in proxy specific to Lee—no compensation committee interlocks; directors reported no perquisites ≥$10,000; insider trading policy restricts hedging/pledging; attendance strong .
- Potential conflicts: External board at Empire Company is outside WCN’s industry; no related-party transactions disclosed for Lee; independence standards explicitly screen for material relationships annually .
- Board effectiveness signals: Executive sessions held regularly; independent Chair structure; periodic Board/committee self-evaluations; clear retirement and diversity policies; skills matrix shows strong coverage in compensation and governance .