In conjunction with our comprehensive, multi-year program to transform the Company for long-term sustainability and to drive profitable growth and long-term shareholder returns, we embarked on a similar transformation related to Corporate Governance.

As part of our continuing efforts to ensure that our Board has the right skills and experience to best oversee management and the execution of our strategy and the associated risks, in January 2023, we added Naren K. Gursahaney as a director. He brings substantial experience in operations, financial and strategic planning, commercial go-to-market, and has experience with large, global commercial services companies. The Board also nominated Victoria L. Dolan for election for the first time at the 2023 Annual Meeting. Ms. Dolan brings to the Board significant experience from her time as the chief financial officer of a large multinational company, detailed knowledge regarding complex financial reporting matters, and experience in transformation, strategic planning, global finance, investor relations, enterprise risk management, information technology, and cybersecurity.

Our Board is currently composed of ten directors. Based upon the recommendation of the Nominating and Governance Committee, the Board has nominated ten directors for re-election at the Annual Meeting, to hold office until our 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Proxies cannot be voted for a greater number of persons than ten, which is the number of nominees named in this proxy statement.

Except for Ms. Miller, our President and Chief Executive Officer, all of our director nominees are outside directors (i.e., directors who are not officers or employees of Stericycle). The Board has determined that all of our outside directors are independent under the applicable rules of the SEC and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).

Each director elected at the Annual Meeting will hold office until our 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. All the director nominees were elected to serve as directors at our 2023 Annual Meeting of Stockholders.

Under our bylaws, a nominee for election as a director must receive a majority of the votes cast in order to be elected as a director in an uncontested election (an election in which the number of nominees for election is the same as the number of directors to be elected). In other words, the nominee must receive more “for” votes than “against” votes, with abstentions and broker non-votes not having any effect on the voting.

If a nominee for election as a director is an incumbent director and the nominee is not re-elected, Delaware law provides that the director continues to serve as a “holdover” director until his or her

successor is elected and qualified or until he or she resigns. Under our bylaws, an incumbent director who is not re-elected is required to tender his or her resignation as a director. Our Nominating and Governance Committee will review the circumstances and recommend to the Board whether to accept or reject the director’s resignation or take any other action. The Board is required to act on this recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date that the election results are certified.

The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of our financial statements, the qualifications and experience of our independent accountants, the performance of our internal audit function and our independent registered public accounting firm, and our compliance with legal and regulatory requirements.

The Audit Committee regularly reviews with the Company’s legal counsel any legal or regulatory matters that may have a material effect on the Company’s financial statements or operations. The Audit Committee also oversees, reviews, and evaluates the adequacy and effectiveness of the Company’s ethics and compliance program. The Audit Committee reviews and evaluates the qualifications, performance, and independence of our independent registered public accounting firm. The Audit

Committee also reviews the performance, effectiveness, and objectivity of the Company’s internal audit function, including its staffing, audit plan, examinations, and related management responses.

The Audit Committee reviews our risk management policies and practices and reports any significant issues to the Board. Matters of risk management are brought to the committee’s attention by our Executive Vice President, Chief Financial Officer and Chief Information Officer, our Executive Vice President and General Counsel, our Executive Vice President and Chief Ethics and Compliance Officer, or by our principal internal auditor. Our management reviews and reports on potential areas of risk at the committee’s request or at the request of other members of the Board.

The Compensation and Human Capital Committee determines the structure, award, and public disclosure of all elements of compensation and benefits paid to our Chief Executive Officer and other executive officers. The committee reviews and approves financial and strategic performance objectives with respect to our annual and long-term incentive plans. The committee also reviews and approves the respective salaries of the Company’s executive officers in light of the Company’s goals and objectives relevant to each officer, including, as the committee deems appropriate, consideration of (i) the individual officer’s salary grade, scope of responsibilities and level of experience, (ii) the range of salary increases for the Company’s employees generally, and (iii) the salaries paid to comparable officers in comparable companies. The committee determines appropriate cash bonuses, if any, for the Company’s executive officers (based upon an applicable percentage of base salary as determined by the committee), after consideration of specific individual and Company performance goals and criteria, and grants equity awards to the Company’s executive officers and determines the terms and conditions thereof.

The committee reviews management’s policies and strategies relating to the Company’s human capital management function,

including those relating to human rights; recruiting; retention; talent development; culture; and diversity, equity, and inclusion.

The committee reviews the executive leadership team, the process of succession planning, and management development of the executive leadership team.

The committee periodically reviews director, committee member, and committee Chair compensation and makes recommendations regarding any proposed changes to the Board.

The committee also has responsibility for overseeing the Company’s regulatory compliance with respect to compensation matters.

Pursuant to the committee’s charter, the committee has responsibility for facilitating a risk review of incentive compensation programs and assessing if those incentives create risks that are reasonably likely to have a material adverse effect on our Company. The committee completed its most recent risk review of the Company’s incentive plans at its meeting in March 2024 and determined that our incentive plans do not encourage risk-taking that would likely have a material adverse effect on our business.

The Nominating and Governance Committee develops, recommends to the Board, and oversees the implementation of our corporate governance policies, principles, and practices. The committee monitors ongoing legislative and regulatory changes and initiatives pertaining to corporate governance principles, SEC disclosure rules and Nasdaq listing rules. The committee oversees

our Environmental, Social and Governance (“ESG”) program and goals and the Company’s use of ESG metrics. The committee identifies and evaluates possible nominees for election to the Board and recommends to the Board a slate of nominees for election at the annual meeting of stockholders. The committee also recommends to the Board director assignments to the Board’s committees.

The Operations, Safety and Environmental Committee provides oversight and strategic direction on our operational objectives and initiatives, including transportation and logistics, ERP system and technology-enabled operational improvements, and general safety

matters. Additionally, the Operations, Safety and Environmental Committee reviews and monitors (i) significant environmental strategies, (ii) significant matters pending before environmental regulatory agencies, and (iii) compliance with environmental laws

As discussed above, the Nominating and Governance Committee considers a variety of factors in evaluating a candidate for selection as a nominee for election as a director. These factors include the candidate’s personal qualities, with a particular emphasis on probity, independence of judgment, and analytical skills, and the candidate’s professional experience, educational background, knowledge of our business and healthcare services generally, experience serving on the boards of other public companies, and ability and willingness to devote sufficient time to the Board. In evaluating a candidate’s qualification for election to the Board, the committee also considers whether and how the candidate would contribute to the Board’s diversity, which we define broadly to include gender and ethnicity as well as background, experience and other individual qualities and attributes, in addition to those set forth in the board diversity objectives set forth in the Nasdaq rules. To facilitate the committee’s evaluation of candidates for selection as a nominee for election as a director, the committee utilizes, among other things, a skills and experience matrix highlighting each individual’s specific skills, knowledge and experience in relevant areas. The committee has not established any minimum qualifications that a candidate must possess. In determining whether to recommend an incumbent director for re-election, the committee also considers the director’s tenure and capacity to serve, and preparation for and participation in meetings of the Board and the committee or committees of the Board on which the director serves.

In identifying potential candidates for selection in the future as nominees for election as directors, the Nominating and Governance Committee relies on suggestions and recommendations from the other directors, management, stockholders, and others and, when appropriate, may retain a search firm for assistance. In 2022 and 2023, the Nominating and Governance Committee retained a leading third-party search firm to assist with identifying potential director nominees. The committee will consider candidates proposed by stockholders and will evaluate any candidate proposed by a stockholder on the same basis that it evaluates any other candidate. Any stockholder who wants to propose a candidate

should submit a written recommendation to the committee indicating the candidate’s qualifications and other relevant biographical information and provide preliminary confirmation that the candidate would be willing to serve as a director. Any such recommendation should be addressed to the Board of Directors, Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015.

In addition to recommending director candidates to the Nominating and Governance Committee, stockholders may also, pursuant to procedures established in our bylaws, directly nominate one or more director candidates to stand for election at an annual meeting of stockholders. A stockholder wishing to make such a nomination must deliver written notice of the nomination that satisfies the requirements set forth in our bylaws to the secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. If, however, the date of the annual meeting is more than 30 days before or 60 days after the first anniversary, the stockholder’s notice must be received no more than 120 days prior to such annual meeting nor less than the later of (i) 90 days prior to such annual meeting and (ii) the close of business on the tenth day following the date on which notice or public disclosure of the date of the meeting was first given or made.

Stockholders may also submit director nominees to the Board to be included in our annual proxy statement, known as “proxy access.” Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 2025 Annual Meeting of Stockholders must comply with the requirements of proxy access as set forth in our bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the one-year anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year.

We provide essential services that help protect communities from harmful wastes, enable recycling and alternative use opportunities, and contribute to greater consumer safety and satisfaction. In 2023, the impact of our global services, normalized to exclude the impact from divested businesses, included:

Beyond our day-to-day service delivery, our product and facility innovation considers environmental impact as a key component. In May of 2023, we launched the re-engineered one-gallon SafeDrop^TM Sharps Mail Back and one-gallon CsRx^® Controlled Substance Wastage containers. Compared to Stericycle’s previous containers, this new line provides customers with a contemporary design and improved ease of use. The containers also use 40% less plastic compared to prior containers, helping to reduce CO₂ emissions associated with the manufacturing process.

We are looking forward to the opening of our state-of-the-art facility in McCarran, Nevada. Located in an industrial park, this specialized commercial hospital, medical and infectious waste incinerator will fulfill a longstanding critical service and infrastructure need for the

healthcare industry. This investment reflects our continued commitment to the environment and surrounding community through benefits that include:

We continued our partnership with the National Park Foundation with our commitment to support wetland restoration efforts at Yosemite National Park in California’s Sierra Nevada mountains and Cape Cod National Seashore in Massachusetts. In 2023, we extended our partnership with the Arbor Day Foundation for a second consecutive year as part of our commitment to biodiversity. Over the two-year partnership, Stericycle funded the planting of over 125,000 trees.

We are happy to report that we received a B rating on our 2023 CDP Climate Change Survey. This was our highest rating to date and the highest rating possible given our stage of reporting. With nearly 25,000 organizations around the world disclosing data through CDP in 2023, we performed above the Global, the North American, and our industry group average.

Additionally, Stericycle was honored to be recognized for a number of environmental awards in 2023, further confirming our commitment and success at Protecting the Environment. Stericycle was named a 2023 Green Company of the Year by the Business Intelligence Group (BIG) for its holistic approach to sustainability through its container portfolio enhancements, operational efficiencies, and strategic partnerships. We also have been recognized by Best in Biz Awards with two sustainability awards. Stericycle was honored with a gold award for Most Environmentally Responsible Company of the Year and a silver award for Most Environmentally Friendly Service of the Year for our Integrated Waste Stream Solutions.

Our Board does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated because the Board believes it is in the best interest of our Company to make this determination based upon the position and direction of the Company and the constitution of the Board and management team. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated.

As part of the evolution of the Board, in March 2018, Mr. Murley, one of our independent directors, was elected Chairman of the Board. The Chairman confers with our Chief Executive Officer on matters of general policy affecting the day-to-day management of our Company’s business. The Chairman coordinates the scheduling and agenda of Board meetings and the preparation and distribution of agenda materials. The Chairman presides at all meetings of the Board and may call special meetings of the Board when he considers

it appropriate. In general, the Chairman oversees the scope, quality, and timeliness of the flow of information from our management to the Board and serves as an independent contact for stockholders wishing to communicate with the Board.

Our Board believes that an independent Chairman serves the Company and its stockholders well at this time. The combined experience and knowledge of Ms. Miller and Mr. Murley in their respective roles as Chief Executive Officer and Chairman provide the Board and the Company with a day-to-day focus on the operations of the Company combined with independent oversight of the Board and management. Our non-management directors further facilitate the Board’s independence by meeting frequently as a group and fostering a climate of transparent communication. A high level of contact between our Chairman and Chief Executive Officer between Board meetings also serves to foster effective Board leadership.

Our Board excuses our Chief Executive Officer, as well as any of our other executive officers who may be present by invitation, from a portion of each meeting of the Board in order to allow the Board, with

our Chairman presiding, to discuss any matter of interest or concern without the presence of management, including reviews of the CEO’s performance from time to time.

Our directors annually review the performance of the Board and its committees and the performance of their fellow directors by completing a confidential evaluation that is returned to the Chairman of the Board and the Chair of the Nominating and Governance Committee. The evaluations elicit input from our directors with respect to the Company’s vision, strategy, and operating performance, our Chief Executive Officer and senior management, and the composition and management of our Board and its committees. The evaluations also seek input from members of the Board committees in such areas as trends and issues affecting the Company, the roles and responsibilities of the committee members, the makeup and composition of the committees, participation and preparation of the committee members, and the effectiveness of the committees. Each director also has the opportunity to provide confidential feedback on each other director. In addition, the

Chairman of the Board may conduct one-on-one interviews with each member of the Board to solicit additional information and input. Topics discussed by our Chairman with the other directors during such one-on-one interviews include the Company’s strategy, Board and committee composition and function, oversight of management, and an assessment of the effectiveness of individual directors and the Chairs of each of our standing Committees. Our Chairman also asks individual directors open-ended questions soliciting feedback on ways to improve the functioning of the Board and on issues of concern to any individual director. At a subsequent meeting of the Board, the Chairman of the Board and the Chair of the Nominating and Governance Committee lead a discussion with the full Board of any issues and suggestions for improvement identified in the review of the director evaluations and from the Board Chair’s one-on-one meetings.

The Board has adopted a policy that a director must tender his or her resignation if the director’s principal occupation or business association changes substantially from the position that he or she held when originally elected to the Board. The Nominating and Governance Committee will then review the circumstances of the

director’s new position or retirement and recommend to the full Board whether to accept or reject the director’s resignation in light of the contributions that he or she can be expected to continue to make to the Board.

In order to assist with Board refreshment and in bringing fresh ideas and perspectives to the Board, our Corporate Governance Guidelines generally provide that no non-management director may

be nominated to serve a new term if he or she has already served on the Board for 15 years at the time of election. The Board may make exceptions to this policy on a case-by-case basis.

The Board has adopted a written policy requiring certain transactions with related parties to be approved in advance by the Audit Committee. For purposes of this policy, a related party includes any director, director nominee, executive officer, 5% stockholder, or immediate family member of any of the foregoing. The transactions subject to review include any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) we or one of our subsidiaries will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a related party will have a direct or indirect material interest. In reviewing proposed transactions with

related parties, the Audit Committee considers the benefits to us of the proposed transaction, the potential effect of the proposed transaction on the director’s independence (if the related party is a director or director nominee), and the terms of the proposed transaction and whether those terms are comparable to the terms available to an unrelated third party or to employees generally. The full text of our Policy and Procedures for Reviewing Related Party Transactions is available on our investor relations website, investors.stericycle.com. There were no such transactions during the year ended December 31, 2023 that required the Audit Committee’s approval.

The strength of our leadership team is critical to our Company’s short and long-term success. As such, the recruitment, development, and retention of talented executives and senior leaders is a priority for the Company and the Board. On an annual basis, the Compensation and Human Capital Committee reviews our succession planning for our Chief Executive Officer, our other executive officers, and a number of other employees, and reports to the Board with respect to such succession planning.

The Board devotes time during a dedicated session to discussing talent management and succession planning. Led by our Chief

People Officer, this session includes an overview of senior leaders across the Company’s service lines, global markets, and functional shared services up to and including the executive officers of the Company. The Board is also given exposure to emerging, high-potential leaders through formal presentations to the Board and working groups with Board committees.

Beyond the annual succession planning session, the Board is routinely updated on workforce matters including key workforce indicators, team member engagement, recruiting programs, and talent development programs.

In recent years, we expanded our efforts for engaging with stockholders and introduced a proactive Board outreach program that focused on building relationships with governance representatives among our top stockholders.

During the 2023 proxy season, we proactively reached out to Stericycle’s top 30 stockholders, representing approximately 83% of outstanding shares, offering the opportunity to discuss executive compensation, governance, and matters up for vote at the annual meeting of stockholders. Five stockholders, who held approximately 36.5% of outstanding shares, met with the Company in response to this outreach. In December 2023, we furthered our outreach efforts by contacting our top 25 stockholders, representing approximately

78% of outstanding ownership, to review our Board and executive management refresh, results of the 2023 Annual Meeting of Stockholders, the Company’s ESG journey, and to discuss broader governance matters. Eight stockholders, who held approximately 37% of outstanding shares, met with the Company in response to this outreach.

The proxy and off-cycle outreach programs provided our Board with useful input from our stockholders. The Board acknowledges that transparency and responsiveness are important components of our governance commitment to stockholders. We remain committed to engaging with our stockholders and value their input and feedback on the governance practices at the Company.

The Board regularly devotes time during its meetings to reviewing and discussing the most significant risks facing the Company and management’s responses to those risks. During these discussions, the Chief Executive Officer, Chief Financial Officer and Chief Information Officer, General Counsel, Chief Ethics and Compliance Officer, and other members of executive and senior management present management’s assessment of risks, a description of the most significant risks facing the Company and any mitigating factors and plans or practices in place to address and monitor those risks.

Each Board committee addresses relevant risk topics as part of its committee responsibilities. The committees oversee the Company’s risk profile and exposures relating to matters within the scope of their authority and provide periodic reports to the full Board about their deliberations and recommendations. The Audit Committee reviews with management significant risks and exposures identified by management, our internal audit staff or the independent

accountants, and management’s steps to address these risks. The Company has established an Enterprise Risk Management (“ERM”) function and program, has established an ERM Governance Committee comprised of members of management and reviews its progress with the Audit Committee. The Compensation and Human Capital Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and its overall compensation philosophy. The Nominating and Governance Committee reviews overall governance risk, including Board and committee composition, ESG, governance processes and stockholder proposals and relations. The Operations, Safety and Environmental Committee reviews and monitors risks related to ERP implementation, operational, safety, environmental, and regulatory matters.

Responsibility for risk management flows to individuals and entities throughout our Company as described above, including our Board, Board committees and senior management. We believe our culture

has facilitated, and will continue to facilitate, effective risk management across the Company.

We are committed to respecting human rights and to ensuring everyone is treated with dignity and respect in all the jurisdictions within which we operate. We work to put people first—by being a force for safety, equity, opportunity, creating an inclusive and diverse work environment and respecting the human rights, including the civil rights, of everyone whose lives we touch. Our framework for the implementation and oversight of our human rights commitments and stewardship actions include impact and risk assessments, active governance and Board oversight, engagement with our communities and key stakeholders, and regular, transparent public reporting.

At the 2022 Annual Meeting of Stockholders, a majority of our stockholders voted in favor of a stockholder proposal that requested, among related matters, that the Board of Directors “oversee a third-party audit analyzing the adverse impact of Stericycle’s policies and practices on the civil rights of company stakeholders, above and beyond legal and regulatory matters, and to provide recommendations for improving the Company’s civil rights impact.” Following the 2022 Annual Meeting, we engaged the law firm WilmerHale to conduct a civil rights audit, and we discussed with the proponent the planned scope of the audit.

The audit had two primary components that focused on our U.S. operations: an internal workforce review and an environmental justice review.

In addition to reviewing written policies, procedures, and trainings, WilmerHale spoke with relevant internal stakeholders to understand how what’s on paper actually works in practice. We have posted a report on the results of the audit on our investor relations website, investors.stericycle.com.

Our directors, officers, consultants, independent contractors and employees of the Company and its subsidiaries are prohibited from (i) short selling our securities, including as part of an arbitrage transaction; (ii) other speculative trading in our securities or hedging of their ownership of our securities, including writing or trading in

options, warrants, puts and calls, prepaid variable forward contracts, equity swaps, collars, or exchange funds; (iii) other transactions that are designed to hedge or offset decreases in the price of our securities; or (iv) holding our securities in a margin account or otherwise pledging our common stock in any manner.

In order to encourage sound financial reporting and enhance individual accountability, we maintain a clawback policy that allows us to recover certain incentive-based compensation. We amended the clawback policy, effective October 2, 2023, to comply with the new Nasdaq listing standards requiring listed companies to adopt compensation recoupment policies containing certain provisions. We also retained the more expansive provisions of our prior clawback policy in connection with those amendments, as further described below. Our current clawback policy is available on our investor relations website, investors.stericycle.com.

The clawback policy applies to our executive officers, Senior Vice Presidents and Vice Presidents (collectively, “Covered Employees”).

“Covered Employee” includes any current or former Covered Employee. The group of Covered Employees is broader than required by Nasdaq, which only covers current or former executive officers.

The clawback policy provides for recoupment in connection with two types of triggering events: (a) an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”); and (b) misconduct resulting in

either a violation of law or of Company policy that has caused significant financial harm to the Company, and either the Covered Employee committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks (“Misconduct”).

The clawback policy provides that promptly following an Accounting Restatement, the Compensation and Human Capital Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by the Covered Employees during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. The Company will provide each such Covered Employee with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the clawback policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by Nasdaq listing standards.

As noted above, the clawback policy also provides for potential recoupment in circumstances other than in connection with the Nasdaq-required circumstance of an Accounting Restatement, namely, in the case of Misconduct. The clawback policy provides that promptly following Misconduct, the Compensation and Human Capital Committee will determine whether, in its discretion, there are

appropriate circumstances to require recovery from a Covered Employee, taking into account all relevant facts and circumstances such as the extent of the Covered Employee’s involvement in the Misconduct that caused financial harm to the Company, the amount of incentive-based compensation involved, the likelihood of success in any action to enforce recovery, the possible costs of recovery, whether requiring reimbursement or cancellation of incentive-based compensation would result in substantial adverse tax or accounting consequences to the Company, and whether requiring reimbursement or cancellation of incentive-based compensation would prejudice the Company’s interest in any related proceeding or investigation. To the extent the Compensation and Human Capital Committee deems it appropriate to require recovery, it will determine the amount of erroneously awarded compensation for each Covered Employee who has committed such Misconduct, which erroneously award compensation is defined for these purposes as incentive-based compensation that was awarded, vested or paid or is scheduled to be vested or paid during any fiscal year in which the Misconduct occurred, and which includes any proceeds from the sale of any equity-based incentive-based compensation and is calculated net of taxes paid or payable. The Company will provide each such Covered Employee with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the clawback policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method.

Our executive compensation philosophy guides the design of our compensation programs and policies, aiming to attract, motivate and retain top talent while aligning executive officers with the interests of customers and shareholders. The Committee and management consistently evaluate the risk-reward relationship in our executive incentives to ensure our compensation programs do not incentivize unnecessary risk-taking.

Management conducts an annual risk assessment of the executive annual incentive plan and the performance share plan. In 2024, Stericycle requested that Pay Governance, the executive compensation consultant to the Committee, conduct a formal review

of the outcome of the risk assessment. Pay Governance is uniquely positioned to provide this review as they are familiar with our incentive plans and their evolution, and they offer compensation consulting services to many large companies. The results of the assessment were presented to the Committee in March 2024, consistent with our annual cadence for risk review, and confirmed that our incentive plans do not encourage risk-taking that would likely have a material adverse effect on our business. We will continue to monitor and evaluate our incentive plans and compensation practices on an annual basis.

Our Board has adopted guidelines with respect to trading plans (“10b5-1 Plans”) adopted by employees or directors pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “10b5-1 Plan Guidelines”). These 10b5-1 Plan Guidelines are in addition to the requirements and conditions of applicable law and other Company policies, including our Securities Trading Guidelines and Policy. The 10b5-1 Plan Guidelines require that 10b5-1 Plans be approved by and filed with our General Counsel or his or her designee and that they only be adopted or amended while a trading blackout is not in effect. Further, the 10b5-1 Plan Guidelines require that 10b5-1 Plans include a written representation that the individual, at the time of entering into or amending a plan, is not aware of any material, non-public information

regarding the Company or its subsidiaries, and is adopting the plan in good faith and not as part of a plan or scheme to evade applicable law. The 10b5-1 Plan Guidelines provide for a “cooling off” period for directors and executive officers of at least 90 days, or until two business days following the filing of the Form 10-K or Form 10-Q for the quarter in which the plan was adopted, whichever is longer, but not to exceed 120 days; and for all other individuals, at least 30 days, before trades can occur after adoption or amendment of a 10b5-1 Plan and before adoption of a new plan after early termination of an existing 10b5-1 Plan. Our 10b5-1 Plan Guidelines also set restrictions on the number of 10b5-1 Plans a covered individual may have in effect, trading outside of an existing 10b5-1 Plan and the length of time a plan may be in effect.

We maintain a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents we file with the SEC and in other public communications. The Code of Conduct applies to all our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer.

The Code of Conduct is available on our investor relations website, investors.stericycle.com, and is available free of charge on written request to Investor Relations, Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.

We will provide a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 without charge to each stockholder as of the record date who sends a written request to Investor Relations, Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015. Copies of this proxy statement and our

Annual Report on Form 10-K as filed with the SEC are available on our investor relations website, investors.stericycle.com. Copies of this proxy statement and our Annual Report on Form 10-K may also be accessed directly from the SEC’s website, sec.gov.

Stockholders and other interested parties who would like to communicate with the Board may do so by writing to the Board of Directors, Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015. Our Investor Relations department will process all communications received. Communications relating to matters within the scope of the Board’s responsibilities will be forwarded to the Chairman of the Board and, at his direction, to the other

directors. Communications relating to ordinary day-to-day business matters that are not within the scope of the Board’s responsibilities will be forwarded to the appropriate officer or executive. Communications addressed to a particular committee of the Board will be forwarded to the Chair of that committee and, at his or her direction, to the other members of the committee.

For 2023, the compensation for serving as an outside director consisted of an annual cash retainer of $95,000 and an annual equity retainer of $155,000, which were increases of $15,000 and $10,000, respectively, from the 2022 compensation, to better align our director compensation with the median of our peer companies’ director compensation. Unless deferred, the annual equity retainer was paid entirely in time-based RSUs, which vest on the first anniversary of the grant date. We also paid the following retainers to directors with additional responsibilities as the Chairman of the Board or the Chair of a committee:

Under the terms of the Director Compensation Plan, directors may elect to convert all or a portion of the annual cash retainer to time-based RSUs. Directors may also elect to defer receipt of all or a portion of their annual director compensation and convert such compensation to deferred stock units (“DSUs”). DSUs are generally payable in the form of shares of our common stock within a certain period after a director’s death or other separation from service. We did not pay any other fees or other cash compensation to our directors who served during 2023 or provide them with any perquisites or other personal benefits. Directors are not paid separate fees for attending meetings of the Board or its committees. Directors’ cash compensation is payable on a quarterly basis in arrears and prorated if the director did not serve the entire quarter.

In 2024, the compensation package for the Board will include a $10,000 increase to the cash retainer to $105,000 and a $5,000 increase to the equity retainer to $160,000. The changes are intended to better align director compensation with the median director compensation of our peers.

We maintain Stock Ownership Guidelines that require that the Chief Executive Officer and all directors hold at least six times their annual salary (Chief Executive Officer) or five times their annual cash retainer (non-employee directors) in our common stock, to help further align the long-term interests of directors with the interests of our stockholders.

Although there is no specific period in which directors are required to achieve the applicable ownership threshold, they are expected to make continuous progress toward that goal. To that end, each non-employee director must retain 50% of his or her stock awards until the minimum position requirement has been achieved. All of our directors are in compliance with the current minimum stock ownership requirement of five times the annual cash retainer with the exception of Ms. Dolan, who was first elected at the 2023 Annual Meeting and is continuing to make progress toward meeting that requirement.

Compliance with these ownership guidelines is measured following the same process used for confirming stock ownership by executive officers. See “Stock Ownership Guidelines” under the “Other Compensation Matters” section.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, by means of a non-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement.

This proposal, popularly known as “say-on-pay,” enables stockholders to express or withhold their approval of our executive compensation program in general. The vote is intended to provide an assessment by our stockholders of our overall executive compensation program and not of any one or more particular elements of that program. The Compensation and Human Capital Committee and the full Board intend to consider the outcome of this non-binding advisory vote in making future executive compensation decisions. Because this vote is advisory and non-binding, it will not necessarily affect or otherwise limit any future compensation of any of our named executive officers. This advisory vote to approve executive compensation will be held on an annual basis at least until the next advisory vote to determine the frequency of such vote, which is expected to be in 2029.

Our executive compensation program is described in the “Compensation Discussion and Analysis” section of this proxy statement and the related tables and narrative discussion. Stockholders are strongly urged to read this material in its entirety, and in particular to read the “Executive Summary” section of “Compensation Discussion and Analysis” to obtain an informed understanding of our executive compensation program.

We believe that our executive compensation program is firmly aligned with the long-term interests of our stockholders. Our executive compensation program has as its objectives (i) to attract, motivate, and retain highly qualified executive officers dedicated to protecting our customers’ and our stockholders’ interests and (ii) structuring a substantial portion of executive compensation so that it is linked to Stericycle’s financial performance and sustained stock price growth. This alignment closely links executive officers’ compensation to the success of Stericycle.

We believe that our executive compensation program satisfies these objectives. Our executive compensation program consists of short-term cash compensation and long-term equity-based incentive compensation. As described below in “Compensation Discussion and Analysis,” 2023 cash compensation was paid in the form of a base salary and annual bonus, and long-term incentive compensation was paid in the form of time-based RSUs and PSUs. Annual cash performance bonuses are dependent on Company-wide performance. The value of the RSUs is linked to the performance of our common stock, and in the case of PSUs, achievement of a pre-established earnings per share metric (“EPS Metric”), return on invested capital metric (“ROIC Metric”) and relative total stockholder return (“rTSR”) goals. With respect to 2023, cash compensation represented 35%, equity compensation represented 64%, and other compensation represented 1% of Ms. Miller’s total direct compensation, and, on average, cash compensation represented 45%, equity compensation represented 54%, and other compensation represented 1% of the total direct compensation of our other named executive officers.

Based on the 2023 fiscal year performance, our executive officers earned 94% of their cash incentive target. Under the long-term incentive program, our executive officers achieved 121.8% of the 2023 performance year target with respect to the last tranche of the PSU awards granted in 2021. The rTSR modifier applied to the average of the three performance years (2021, 2022 and 2023) was 75%; therefore, the 2021 PSU award vested at 74.95%.

As more fully discussed in the “Compensation Discussion and Analysis” section and the related tables and narrative discussion, the Board requests stockholders to approve the following resolution:

Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables and the related narrative disclosure in this proxy statement.

Our executive compensation program is developed and approved annually by the Compensation and Human Capital Committee to ensure that our program remains both market-competitive and performance-oriented. Aligned with our brand promise of “We protect what matters,” the dual objectives are:

Our executive compensation program has three components: base salary, short-term incentive awards, and long-term incentive awards. In 2023, base salary and annual performance bonuses

were paid in cash, and long-term incentive compensation was paid in the form of time-based RSUs and PSUs. We strive for market-competitiveness by targeting our executive officers’ total direct compensation to be aligned with the median of our peer group. The Compensation and Human Capital Committee also considers experience, individual contributions, and the Company’s performance relative to its peer group when determining pay levels.

By linking the majority of our executive officers’ compensation with Stericycle financial performance, our executive compensation philosophy supports our brand promise by allowing us to not only protect what matters, but reward those who contribute to the success of Stericycle.

The Compensation and Human Capital Committee considers a number of factors in setting compensation and incentive award opportunities for our executive officers. These decisions are made with a view to reaching an overall result that the Committee believes is appropriate and fair to each executive officer – both in absolute terms and relative to the compensation of the other executive officers – and fair as well to Stericycle and to our stockholders. The Committee also considers each executive officer’s role, contribution to our performance, and the officer’s compensation history in making compensation decisions.

Compensation decisions are typically made at the regular meeting of the Compensation and Human Capital Committee during the first quarter of the year based on market study results and the prior year performance of the Company and the executive officers. The Committee considers these results in determining the executive officers’ annual cash performance bonus payouts for the prior year and their base salaries and annual cash performance bonus targets for the current year.

Our Chief Executive Officer makes recommendations to the Compensation and Human Capital Committee regarding the compensation of our other NEOs, but management generally does not otherwise participate in the Committee’s decisions.

Decisions regarding the annual equity grants to our executive officers and to our employees generally are made during the first quarterly Compensation and Human Capital Committee meeting of the year. The Committee determines the equity grant amounts for our executive officers considering (i) our overall operating performance, (ii) each executive officer’s individual responsibilities and performance, (iii) competitive market data, (iv) prior equity grants, and (v) the goal of limiting equity grants to no more than 10% of our fully-diluted shares over a trailing five-year period, thus averaging dilution of no more than 2% a year.

The Compensation and Human Capital Committee engaged Pay Governance LLC as its independent compensation consultant to review our executive compensation philosophy and practices and the composition of our peer group of companies. The Compensation and Human Capital Committee conducts a review of the factors prescribed by SEC and Nasdaq rules and regulations each year and has determined that Pay Governance LLC is independent.

Pay Governance provides consulting services to Stericycle’s Compensation and Human Capital Committee, in the form of research, market data, and design expertise in developing

executive and director compensation programs. A representative of Pay Governance attended each of Stericycle’s Compensation and Human Capital Committee meetings in 2023 and advised the Committee on all principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses with respect to the Company’s executive officers, including the Chief Executive Officer. The compensation consultant reports directly to Stericycle’s Compensation and Human Capital Committee, and the Committee is free to replace the consultant or hire additional consultants or advisers at any time.

Our peer group is composed of companies that are similar to us in terms of revenue, number of employees, services offered, and industries served. The companies in the peer group are also representative of the types of companies we compete with for executive talent. The Compensation and Human Capital Committee refers to information about our peer group primarily for the purpose of benchmarking the NEOs’ total direct compensation levels, pay practices and industry pay trends. The Compensation and Human Capital Committee reviews the peer group annually and makes adjustments if necessary (for example, to remove companies in the case of an acquisition).

In 2023, the Compensation and Human Capital Committee, together with its independent advisor, determined the current peer group was still relevant and applicable. No changes were made to the peer group for 2024.

Our annual cash performance bonus program is intended to reward our executive officers for achieving our annual operating plans and budgets. Each executive officer is eligible for an annual cash performance bonus equal to a specified percentage of base salary.

In 2023, our executive officers were eligible to earn annual cash performance bonuses based upon the achievement of the targets for the EBIT Metric and the Free Cash Flow Metric developed from our annual operating plan and Safety Metrics.

As a result, 40% of each NEO’s 2023 annual cash performance bonus target was tied to the achievement of our annual EBIT Metric goal, 40% was tied to the achievement of our annual Free Cash Flow Metric goal, and the remaining 20% was tied to achievement of improvement in Safety Metrics, to be measured by a reduction in the frequency of severe vehicle incidents (10%) and a reduction in TRIR frequency (10%).

The performance on our EBIT Metric for 2023 for the purpose of the annual cash performance bonus program was $201.4 million compared to a target of $182.4 million, yielding a quotient of 110.4%, which correlates to a 182.5% payout for this metric. The performance on our Free Cash Flow Metric in 2023 for the purpose of the annual cash performance bonus program was $161.5 million compared to a target of $199.2 million, yielding a quotient of 81.1%, which correlates to a 15% payout for this metric. With regard to the Safety Metrics, we achieved a 26.9% reduction in severe vehicle accident frequency, yielding a quotient of 896%, which correlates to

the maximum payout of 150%, and there was an increase of 2.7% in TRIR frequency, which was below the minimum goal and correlates to a payout of 0%.

When these results are weighted and multiplied, the final payout for the annual cash performance plan is 94% of target. For additional detail on the adjustments applied to the results of the EBIT Metric and the Free Cash Flow Metric, and reconciliations to the most directly comparable U.S. GAAP measures, see Appendix A to this proxy statement.

When making long-term equity incentive awards, the Compensation and Human Capital Committee determines the desired total grant date value of each NEO’s award in the manner described above under “Our Compensation-Setting Process.” For 2023, 45% of that

total amount was awarded in the form of time-based RSUs and 55% was awarded in the form of PSUs.

No stock options were granted to executives in 2022 and 2023.

In 2023, time-based RSUs constituted approximately 45% of our NEOs’ long-term incentive compensation. The number of RSUs awarded to an NEO were determined based on the target grant date value of the NEO’s total equity award. The time-based RSUs

granted to executive officers in 2023 as annual awards vest in equal annual installments over three years, beginning on the first anniversary of the grant date.

PSUs were the remaining 55% of our NEOs’ long-term incentive compensation for 2023. The number of PSUs awarded to an NEO was determined based on the target grant date value of the NEO’s total equity award. PSUs granted to executive officers in 2023 vest, if at all, at the end of the three-year performance period based on

two equally weighted metrics (an EPS Metric and a ROIC Metric), which are measured over the three-year period and then multiplied by an rTSR modifier based on the performance of Stericycle’s stock relative to the S&P MidCap 400 Index.

The Company began the practice of granting PRSUs in 2017 and then began granting PSUs instead of PRSUs in 2020. For 2020 and 2021, the Compensation and Human Capital Committee established minimum and maximum achievement levels for conditional vesting of the PSUs based on the annual achievement of targets for two equally weighted metrics, an EPS Metric and a ROIC Metric, during each of the three years in the applicable three-year performance period.

With respect to the 2023 performance year for the 2021 PSUs, the Committee established a goal minimum and maximum for the EPS Metric of $0.41 and $0.93, respectively. Performance in between these two points is interpolated on a straight-line basis to determine the conditional vesting of shares. No PSUs are eligible to vest for this metric if we failed to attain a minimum result of $0.41, and the number of PSUs that are eligible to vest for performance at or above 135% of the target of $0.69 is capped at 150% for the 2021 PSUs.

With respect to the 2023 performance year for the 2021 PSUs, the Committee established a goal minimum and maximum for the ROIC Metric of 9.9% and 14%, respectively. Performance in between

these two points is interpolated on a straight-line basis to determine the conditional vesting of shares. No PSUs are eligible for conditional vesting for this metric if we failed to attain a minimum result of 9.9%, and the number of PSUs that are eligible to vest for performance at or above 112.6% of the target of 12.4% is capped at 150% for the 2021 PSUs.

The most recent and final performance period under the 2021 PSUs ended December 31, 2023. The achievement of our EPS Metric for 2023 for the purposes of the 2021 PSUs was $0.87 compared to a target of $0.69, yielding a quotient of 126%, which correlates to a payout of 137.2% for the metric. The achievement of our ROIC Metric for 2023 for the purposes of the 2021 PSUs was 12.6% compared to a target of 12.4%, yielding a quotient of 101.6%, which correlates to a payout of 106.3% for the metric. Since the two metrics are equally weighted, the total averaged payout is 121.8%, which represents the percentage of conditionally vested PSUs for the 2023 performance year under the third and final tranche of the 2021 PSUs.

For 2024, the Compensation and Human Capital Committee once again engaged its compensation consultant to conduct an independent review of executive officer salaries. After considering the results of the independent review, the Compensation and Human Capital Committee approved salary increases for the NEOs effective on March 1, 2024. To ensure appropriate alignment, the Compensation and Human Capital Committee also considered experience, individual contributions, and the Company’s performance relative to its peer group when setting pay levels. The 2024 salary increases for the NEOs include a 3.5% increase for Ms. Miller, Ms. Zelenka and Mr. Rogers, a 2.0% increase for Mr. Ginnetti and a 6.4% increase for Mr. White.

The Compensation and Human Capital Committee considered feedback from its advisor and investors when designing the 2024 annual cash incentive plan and decided to make no changes for the 2024 plan. The EBIT Metric provides the best representation of how we are achieving results and managing our capital; effective capital management ultimately shows expansion in operating margin if we are putting that capital to its best use. The Free Cash Flow Metric measures our progress on generating cash from operations, improving our balance sheet, and the effective deployment of capital investments. Both metrics have pre-approved and clearly defined adjustment categories that are reasonable and customary.

The metrics for the remaining 20% of the 2024 annual cash incentive plan will focus on safety, which consists of a reduction in the frequency of severe vehicle incidents and a reduction in TRIR frequency. These safety goals are non-financial metrics (similar to many peers) that sharpen focus on behaviors not captured in

financials. Safety is an essential component of everything we do at Stericycle and reflects our commitment to our customers and employees in keeping all of us and the materials that we collect and dispose of out of harm’s way.

For 2024, the Compensation and Human Capital Committee retained the same target cash performance bonus percentage of base salary for each NEO as was in place in 2023.

For the 2024 equity awards, the Compensation and Human Capital Committee continued the practice of dividing equity grants by 55% PSUs and 45% RSUs. The vesting of PSUs is again based 50% on the achievement of an EPS Metric and 50% on a ROIC Metric measured over a three-year period. The PSUs are also tied to an rTSR modifier which will adjust the number of shares to be vested up or down by up to 25% based upon Stericycle’s three-year performance relative to the S&P MidCap 400 Index. The rTSR modifier further aligns plan performance with stockholder return. Like the EBIT Metric and Free Cash Flow Metric, the EPS Metric and ROIC Metric both have pre-approved and clearly defined adjustment categories that are reasonable and customary. Like the RSUs granted in 2023, the RSUs granted in 2024 vest in equal annual installments over three years, beginning on the first anniversary of the grant date.

When determining the total grant date value of each NEO’s long-term equity incentive award for 2024, the Compensation and Human Capital Committee considered the typical factors it reviews, including our overall operating performance, ERP implementation, each NEO’s individual responsibilities and performance, competitive market data, prior equity grants, and potential dilution.

The Stericycle, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”), which originally went into effect on September 1, 2016, applies to all NEOs. Stericycle introduced the Severance Plan to be competitive with the market and enhance retention, and amended the Severance Plan in 2020 and 2021 to stay aligned with market trends and business goals. The Severance Plan was further amended in September 2022 to clarify certain provisions relating to eligibility for benefits for participants who have notified the Company of their intent to retire.

The Severance Plan provides for severance pay and benefits in the event a covered executive’s employment is terminated by the Company without cause or due to the covered executive’s resignation for good reason. In situations involving a covered executive’s termination of employment due to a voluntary resignation without good reason, the covered executive’s death or disability, termination of the covered executive by the Company for cause, or if the executive’s employment is terminated on or after the retirement date specified in the executive’s written notice of intent to retire (or such later mutually agreed upon date), the Company would only be required to pay accrued obligations to the covered executive.

In the case of a covered executive’s involuntary termination, which includes a termination of employment by the Company other than for cause, death or disability or by the executive for “Pre-CIC Good Reason” (as such term is defined in the Severance Plan), that does not occur within the 24-month period following a change in control, the covered executive will receive the following benefits so long as the executive executes and honors a full waiver and release of claims, which will include non-competition, non-solicitation, confidentiality, and other restrictive covenants that the Company may deem necessary to protect its interests:

In the case of a covered executive’s involuntary termination, which includes a termination of employment by the Company other than for cause, death or disability or by the executive for “Post-CIC Good Reason” (as defined in the Severance Plan) that does occur within the 24-month period following a change in control, the covered executive will receive the following benefits so long as the executive executes and honors a full waiver and release of claims, which will include non-competition, non-solicitation, confidentiality, and other restrictive covenants that the Company may deem necessary to protect its interests:

Our Board adopted the Stericycle, Inc. Supplemental Retirement Plan (the “Plan”) effective for deferrals of compensation on and after April 1, 2017. Our NEOs are eligible to participate in the Plan, but none of our NEOs elected to participate in the Plan in 2023 or prior years. The Plan is unfunded and designed to be a non-qualified deferred compensation plan in compliance with Section 409A of the Internal Revenue Code.

Under the Plan, a bookkeeping account will be created for each participant. Each year, we will credit a participant’s account with the designated portion of the participant’s compensation that the participant elected to defer for that year (the “Elective Deferral Contributions”) and may credit the participant’s account with a discretionary amount declared by us for that year (the “Company

Discretionary Contributions”). Earnings on the credited amounts will be based on the performance of various investment funds available under the Plan (and as directed by the participant).

The Plan permits participants to elect to receive distributions, which generally become payable upon a termination of employment or a specified date prior to termination of employment, in either a lump sum or in installments over a period of up to 15 years. All distributions from the Plan are in cash. The participant will always be fully vested in that portion of the participant’s account attributable to the Elective Deferral Contributions, and will be vested in Company

Discretionary Contributions, if any, five years from the date the first Company Discretionary Contribution is credited to the participant’s account, subject to the participant’s continued service. Vesting will be accelerated upon a participant’s termination of service due to death or disability or a change in control while the participant is still in service.

The unvested portion of a participant’s account will generally be forfeited upon termination of employment. A participant’s vested interests under the Plan will be forfeited upon a termination of employment for Cause (as defined in the Plan).

Although there is no specific period in which the executive officers and non-employee directors are required to achieve the applicable ownership threshold, they are expected to make continuous progress toward that goal and must retain at least 50% of the net shares acquired upon the vesting or exercise of any equity awards until the minimum position requirement has been achieved.

Shares that will count toward achievement of the stock ownership guidelines include:

The in-the-money-value of unexercised stock options (whether vested or unvested) do not count toward achievement of the applicable stock ownership guideline.

Compliance with these stock ownership guidelines is measured quarterly by our internal team responsible for handling executive compensation matters, and the results of such measurement are reported to the Compensation and Human Capital Committee at least once per year. On each measurement date, compliance is measured using each executive officer’s base salary then in effect, and the higher of the closing price of a share of our common stock on the measurement date and the average trailing 180-day trading price per share of our common stock on the Nasdaq Stock Market on such date.

As disclosed earlier in this proxy statement, our directors, officers, consultants, independent contractors and employees of the Company and its subsidiaries are prohibited from (i) short selling our securities, including as part of an arbitrage transaction; (ii) other speculative trading in our securities or hedging of their ownership of our securities, including writing or trading in options, warrants, puts

and calls, prepaid variable forward contracts, equity swaps, collars, or exchange funds; (iii) other transactions that are designed to hedge or offset decreases in the price of our securities; or (iv) holding our securities in a margin account or otherwise pledging our common stock in any manner.