0001415889-24-007638.txt : 20240312 0001415889-24-007638.hdr.sgml : 20240312 20240312164416 ACCESSION NUMBER: 0001415889-24-007638 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240309 FILED AS OF DATE: 20240312 DATE AS OF CHANGE: 20240312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hoffman Richard J CENTRAL INDEX KEY: 0001409138 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37556 FILM NUMBER: 24742861 MAIL ADDRESS: STREET 1: 2355 WAUKEGAN ROAD CITY: BANNOCKBURN STATE: IL ZIP: 60015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STERICYCLE INC CENTRAL INDEX KEY: 0000861878 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 363640402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2355 WAUKEGAN ROAD CITY: BANNOCKBURN STATE: IL ZIP: 60015 BUSINESS PHONE: 847-367-5910 MAIL ADDRESS: STREET 1: 2355 WAUKEGAN ROAD CITY: BANNOCKBURN STATE: IL ZIP: 60015 4 1 form4-03122024_080309.xml X0508 4 2024-03-09 0000861878 STERICYCLE INC SRCL 0001409138 Hoffman Richard J 2355 WAUKEGAN ROAD BANNOCKBURN IL 60015 false true false false SVP & CHIEF ACCOUNTING OFFICER 0 Common Stock 2024-03-09 4 M 0 952 0 A 19205 D Common Stock 2024-03-09 4 F 0 330 52.20 D 18875 D Common Stock 2024-03-09 4 M 0 711 0 A 19586 D Common Stock 2024-03-09 4 F 0 247 52.20 D 19339 D Performance-Based Restricted Stock Units 2024-03-09 4 M 0 711 0 D Common Stock 711 1881 D Restricted Stock Units 2024-03-09 4 M 0 952 0 D Common Stock 952 7299 D No shares were sold. 330 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units ("RSUs"). On March 9, 2021, the reporting person was granted 951 performance-based restricted stock units ("PRSUs"), which were to be earned and vest dependent upon the achievement by the Issuer of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PRSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period could have varied between 0% and 187.5% of the number reported, depending on the extent to which the Issuer met certain financial performance goals. The Issuer's compensation committee determined that, based on actual performance, 711 PRSUs were earned and vested on March 9, 2024. The remaining 240 PRSUs were forfeited. No shares were sold. 247 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PRSUs. Each PRSU represents a contingent right to receive one share of Issuer common stock. Each RSU represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date. This award was granted on March 9, 2021 for 2,855 shares. The final 952 shares vested on March 9, 2024. /s/ Deana Stanton, Attorney-in-Fact 2024-03-12 EX-24 2 ex24-03122024_080311.htm

POWER OF ATTORNEY

I, Richard J. Hoffman, hereby authorize and designate each of Kurt Rogers, Stuart Funderburg, Tim Kouba, Deana Stanton, W. Morgan Burns, Griffin Foster, and Amra Hoso signing singly, as my true and lawful attorney-in-fact to:

(1) prepare and execute for and on my behalf, in my capacity as an officer and/or director of Stericycle, Inc. (the “Company”), a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder and other forms or reports on my behalf as may be required to be filed in connection with my ownership, acquisition, or disposition of securities of the Company, including Form 144;

(2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5, Form 144, and Schedule 13 and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, (ii) a partner of Faegre Drinker Biddle & Reath LLP or (iii) an employee of Faegre Baker Drinker Biddle & Reath LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part.

I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 12^th day of March 2024.

/s/ Richard J. Hoffman