DEF 14A of SiteOne Landscape Supply, Inc.
Filed Apr 2, 2026 · FY20250001104659-26-038879
Amending our anti-hedging policy to prohibit pledging of Company stock by directors and executive officers
Amending our anti-hedging policy to prohibit pledging of Company stock by directors and executive officers ✔ Continuing the evolution of human capital management and sustainability enhancements, including: —
Governance Highlights
Governance Highlights Since our IPO, we have undertaken an extensive board refreshment process to transition to a board with the independence, skills and qualifications reflective of our business. We have a highly experienced Board that brings a range of relevant skills and qualifications to the Company. Key highlights of the composition of our nominees for director and continuing directors include:
Governance Highlights
| Board Independence | | | 88% | 7 of 8 directors are independent |
Governance Highlights
| Board Refreshment | | Average Tenure (in years) | | | 50% | 4 of 8 directors added since 2017 | 8.6 | Average director tenure |
Governance Highlights
In addition, our governance “best practices” include the following:
Governance Highlights
| Independent Committees | • All of our committees are composed solely of independent directors | | Empowered Lead Director | • Our independent directors elect our independent Lead Director • Our Lead Director has meaningful responsibilities including: — serving as liaison between independent directors and the Chairman; — chairing executive sessions of independent directors; and — consulting with the CEO on matters relating to management effectiveness and Board performance | | Board Leadership Evaluation and Succession Planning | • The Board annually evaluates the CEO’s performance • The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other executive officers | | Board Declassification | • Stockholders approved proposal at the 2025 annual meeting to declassify the Board • Board to be fully declassified by the 2028 annual meeting | | Majority Vote Threshold | • Our Charter and By-laws may be amended by a majority vote of our stockholders | | Board & Committee Evaluations | • The Board and each of our committees conduct detailed annual self-evaluations | | Limits on Outside Board Service | • Outside directors are limited to service on four other public company boards • Currently, our Chairman and CEO does not serve on any other public company boards |
Governance Highlights
| Anti-Hedging/Pledging Policy | • Our insider trading policy prohibits our directors and executive officers from entering into pledging, hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities • None of our directors or executive officers have any pledged SiteOne stock | | No “Poison Pill” | • We do not have a “poison pill” plan in place | | Executive Sessions | • The Board and Board committees meet regularly in executive session • In 2025, the independent directors met in executive session at each of the Board’s four quarterly meetings • At least once a year, the independent directors meet in an executive session with the CEO (without the other executive officers), with the Lead Director presiding at such sessions | | Corporate Responsibility Reporting | • We publicly disclose an annual IMPACT Update which demonstrates the impact that our Vision has on SiteOne’s stakeholder groups |
Compensation Highlights
Compensation Highlights Our executive compensation program is designed to encourage high performance and results that will create value for our stockholders while avoiding unnecessary risks. We structure compensation to pay for performance, with clear and measurable goals and aggressive yet achievable performance targets. To create a pay for performance environment, compensation is weighted toward at-risk compensation, with our long-term equity incentive program (“LTIP”) designed to serve stockholders’ best interests in our sustained long-term performance by including performance-based awards, multi-year vesting schedules and meaningful stock ownership requirements. We strive to compensate our named executive officers (“NEOs”) in a manner consistent with our strategy, competitive market practices, sound compensation governance principles and in alignment with stockholder interests. To that end, in connection with its annual review of our executive compensation program, including input from Frederic W. Cook & Co. (“FW Cook”), the independent consultant of the Human Resources and Compensation Committee of the Board (the “Human Resources and Compensation Committee”), and feedback received from our stockholders during previous years, in February 2025, our Human Resources and Compensation Committee approved an award mix for our NEOs under the LTIP consisting of 50% performance stock units (“PSUs”) and 50% restricted stock units (“RSUs”) for the 2025 Fiscal Year as well as changes to the PSU design, pursuant to which three-year average absolute return on invested capital (“ROIC”) shifted from serving as a modifier to the payout based on pre-tax income plus amortization (“EBTA”) growth over a three-year period relative to a select peer group, to serving as an independently weighted metric. Beginning with the 2025 Fiscal Year grant, PSUs are now earned based on two performance metrics: (1) relative EBTA, weighted as 70% of the PSU award and (2) absolute ROIC, weighted as 30% of the PSU award. This change enhances executive accountability for efficient use of capital. PSU payout is capped at 200% of the target number of shares originally awarded. ROIC is defined as annual EBITA divided by the average Net Assets for the four reporting quarters of the fiscal year. Net Assets is defined as stockholders’ equity plus Net Debt, which represents long-term debt plus finance leases, less cash and cash equivalents. We believe this update to the design of our LTIP further demonstrates our commitment to maintaining an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe the updates to our LTIP design evidence our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success. For the 2025 Fiscal Year, the aggregate base salaries of our NEOs approximated the 50th percentile of our peer group. The target for the Adjusted EBITDA metric under our annual incentive program was $428 million, exceeding our actual results for the 2024 Fiscal Year, and further illustrating the high-performance demands of our executive compensation program. Maximum payouts under the Adjusted EBITDA metric are capped at 250% of target, with each remaining component capped at 150% of target. Our NEOs earned short-term annual cash incentive payouts ranging from 81% to 90% of the target award. Payouts were earned based on the Adjusted EBITDA, Organic Daily Sales Growth and Customer Performance components (collectively comprising 80% of the performance metric weighting for each of our NEOs), which were achieved at 85%, 68% and 34% of target, respectively, each exceeding the threshold performance level but falling short of target performance. The payout based on the Individual Strategic Goals component, which comprises 20% of the target award, was earned at various levels based on individual NEO performance over the course of the 2025 Fiscal Year. In May 2025, our Human Resources and Compensation Committee certified the payouts for the PSUs awarded in February 2022 for the three-year performance period commencing January 3, 2022 and ending December 29, 2024, resulting in payouts for each of our NEOs at 0% of target. The payouts were based on a three-year EBTA cumulative compound annual growth rate of negative 5.7%, which ranked at the 6th percentile of the PSU performance peer group, therefore the ROIC modifier was not applicable. Compensation Best Practices:
Compensation Highlights
| What We Do | | | | | ✔ | Strong emphasis on performance-based compensation, with a significant portion of NEOs’ overall compensation tied to Company performance | ✔ | Human Resources and Compensation Committee comprised solely of independent directors | | ✔ | Aggressive yet achievable performance goals | ✔ | Balanced measures tied to Adjusted EBITDA, Customer Performance (comprised of Company Net Promoter Score, Net New Customer Growth, and Net Per-Customer Growth), Organic Daily Sales Growth and individual strategic performance in the annual incentive plan, and relative earnings growth and ROIC in the PSU awards | | ✔ | Mix of short-term and long-term incentives, with performance awards representing 50% of long-term incentive pay | ✔ | Human Resources and Compensation Committee advised by independent compensation consultant who performs no other services for the Company | | ✔ | Short-term annual cash incentives for NEOs capped at 250% and 150% of target, for Adjusted EBITDA and other metrics, respectively | ✔ | Meaningful stock ownership requirements for executives and non-employee directors | | ✔ | Double-trigger change-in-control cash severance benefits and long-term incentive equity benefits | ✔ | Broad clawback policy with discretionary ability to clawback any form of incentive compensation, including time-based equity grants, for fraud, misconduct or illegal activity, in addition to mandatory clawback of incentive-based compensation for financial restatements as required under applicable law and the NYSE listing standards | | ✔ | Annual review of the Company’s peer group to ensure NEO compensation remains benchmarked against a robust sample size of industry peers | | |
Compensation Highlights
| What We Don’t Do | | | | | | Grant discounted stock options or reprice stock options | | Allow hedging, pledging or short sales | | | Gross up excise taxes that may become due upon a change-in-control | | Guarantee incentive awards for executives | | | Provide incentives that encourage excessive risk-taking | | Provide excessive perquisites for executives | | | Grant “spring-loaded” equity awards to take advantage of information that may enhance their value to recipients | | |
Supporting Associates
Supporting Associates We believe our employees, referred to by us as our “associates,” are our greatest asset. The safety, health and wellness of our associates and their families is our top priority. The support that we offer to our associates is an important part of our Vision to be a great place to work and the employer of choice in the green industry.
Associate Engagement
Associate Engagement We administer biennial associate engagement surveys to determine how we are doing in our mission to be the employer of choice in the green industry. We share the survey results with all of our associates and seek their involvement in developing and executing action plans to continue our workplace improvements. We monitor associate satisfaction and aim to strengthen our pipeline of top talent by conducting talent reviews and succession planning for all critical roles in the organization. We identify, communicate, and utilize career development paths for key roles. This includes not only an upward path for associates, but exposure to parallel roles across the organization. We engage an independent third party on a bi-annual basis to implement our survey and compare our results against industry norms. For our most recent engagement survey conducted in 2025, we again experienced high levels of participation in our associate engagement survey with approximately 81% of our associates participating. We plan to conduct an updated survey in 2027. We continue to focus on leveraging this feedback to identify opportunities for enhancing our associate experience.
Associate Support Programs
Associate Support Programs We offer a competitive benefits package with the goal of enabling our associates to get the most out of work and life. Among our benefits, we offer a paid military leave benefit that provides additional resources to our full-time associates as they continue to serve our country. We also offer a paid parental leave benefit for our full-time associates to help parents during the early days of parenthood. The parental leave benefit provides time away from work within the first year of the birth or adoption of a child with 100% of base pay. In 2024, we also added mental health resources to our benefits offerings. SiteOne CARES is a grant assistance program designed to help our associates cope with unexpected financial challenges arising from personal hardships. As of December 28, 2025, we reached over $350,000 in associate donations since the program’s inception in 2022 and have assisted 74 associates in need. We offer a bonus program for our hourly associates. During 2025, approximately 3,940 associates received the bonus with payments totaling approximately $3.1 million. We continue to evaluate our compensation and benefits program to ensure we offer a competitive total rewards package.
Spanish-Speaking Capabilities
Spanish-Speaking Capabilities During 2025, we continued to increase our Spanish-speaking capabilities in our branches from 63% to 67% to better meet the needs of our growing customer base, with the goal to employ at least one Spanish-speaking associate in each branch in the United States. Our results indicate that branches adding Spanish-speaking associates deliver stronger sales growth, retain more customers and grow relationships with existing customers. Over the past five years, we have expanded the percentage of branches with Spanish-speaking associates from 47% to 67% as of the end of the 2025 Fiscal Year.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our stockholders will be asked to re-elect William W. Douglas III and Jeri L. Isbell, both of whom are currently serving on the Board, to each serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders or until their respective successors have been elected and qualified, subject to their earlier death, resignation, retirement, disqualification or removal:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Position with SiteOne | | William W. Douglas III | Director | | Jeri L. Isbell | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board continually assesses and evaluates its composition, taking into account, among other things, the experience, skills and background of its members. The relevant experiences, qualifications, attributes and skills of each nominee that led the Board to recommend them as a nominee for director are described in the section entitled “— Nominees for Director and Continuing Directors.” The Nominating and Corporate Governance Committee has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the Annual Meeting. Each of the nominees have indicated their willingness to serve, if elected. However, should any nominee be unable or unwilling to serve, the Board may designate a substitute nominee, in which case the persons designated as proxies will cast votes for the election of such substitute nominee. In lieu of designating a substitute nominee, the Board, in its discretion, may reduce the number of directors, or allow the vacancy to remain open until a suitable candidate is located and nominated. The Company did not receive any stockholder nominations for director. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.
Required Vote
Required Vote Director nominees are elected by a plurality of the votes cast at the Annual Meeting, meaning that the nominees receiving the highest number of “FOR” votes will be elected.
Required Vote
| | RECOMMENDATION OF THE BOARD THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A DIRECTOR. |
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS Set forth below is information relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and the reasons the Nominating and Corporate Governance Committee and the Board believe that each individual is a valuable member of the Board. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The age of each individual below is as of March 26, 2026.
Nominees for terms expiring in 2027
Nominees for terms expiring in 2027
Nominees for terms expiring in 2027
| Name | Principal Occupation and Other Information | | William (Bill) W. Douglas III | Age: 65 Director Since: April 2016 Committees: Audit (Chair) Public Company Directorships: Monster Beverage Corporation and Dollar Tree, Inc. William (Bill) W. Douglas III serves as our Lead Director and has been one of our directors since April 2016. In June 2016, Mr. Douglas retired as Executive Vice President of Coca-Cola Enterprises, Inc. (“CCE”). During Mr. Douglas’s tenure at CCE, it was one of the largest independent bottlers and distributors for The Coca-Cola Company and operated across the United States and Western Europe. Mr. Douglas served as Executive Vice President, Supply Chain at CCE until April 2015. Prior to that, he was Executive Vice President & Chief Financial Officer of CCE from May 2008 to November 2013, Senior Vice President and Chief Financial Officer of CCE from May 2005 to May 2008, and Vice President, Controller and Principal Accounting Officer from July 2004 until May 2005. Prior to joining CCE, Mr. Douglas served as Chief Financial Officer of Coca-Cola HBC, one of the largest bottlers of non-alcoholic beverages in Europe. Mr. Douglas currently serves on the Board of Directors of Monster Beverage Corporation and Dollar Tree, Inc., including each of their respective Audit Committees, and previously served on the Board of Directors of Coca Cola Hellenic, which is listed on the London Stock Exchange and the Athens Stock Exchange. Mr. Douglas received a degree in Accounting from the J.M. Tull School of Accounting at the University of Georgia. Mr. Douglas’s extensive executive, financial reporting, mergers and acquisitions, supply chain, and his service as a Director and Audit Committee member of other public companies, qualify him to serve on the board. | | | |
Nominees for terms expiring in 2027
| Name | Principal Occupation and Other Information | | Jeri L. Isbell | Age: 68 Director Since: October 2016 Committees: Human Resources & Compensation (Chair) Public Company Directorships: Atkore Inc. Jeri L. Isbell has served as one of our directors since October 2016. She was Vice President-Human Resources and Corporate Communications at Lexmark International, Inc., a leading developer, manufacturer, and supplier of printing, imaging, device management, managed print services, document workflow and business process, and content management solutions, a position she held from 2003 until her retirement in December 2016. During her 24-year tenure at Lexmark, she also held a number of leadership positions including Vice President of Compensation and Benefits, Vice President of Finance and Division Chief Financial Officer, and U.S. Controller. Ms. Isbell began her career at IBM. She currently serves as a member of the Board of Directors of Atkore Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant. Ms. Isbell was honored with a NACD Directorship 100 designation in 2021, is also a NACD Board Leadership Fellow and is NACD Directorship Certified™. Ms. Isbell’s human resources and communications leadership positions provide the Board with insight into key issues and market practices in these areas for public companies. | | | |
Class II — Continuing directors whose terms expire in 2027
Class II — Continuing directors whose terms expire in 2027
Class II — Continuing directors whose terms expire in 2027
| Name | Principal Occupation and Other Information | | Doug Black | Age: 61 Director Since: April 2016 Committees: N/A Doug Black has served as SiteOne’s Chief Executive Officer since April 2014, and as the Chairman of the Board since June 2017. Prior to joining SiteOne, Mr. Black was President and Chief Operating Officer of Oldcastle Inc., an integrated building materials manufacturer and distributor and a wholly owned subsidiary of Irish-based CRH plc. During his 18-year career with Oldcastle, Mr. Black led the company’s entry into building products distribution and then held several senior leadership roles, including Chief Operating Officer and Chief Executive Officer of Oldcastle Architectural Products and Chief Operating Officer and Chief Executive Officer of Oldcastle Materials. Prior to Oldcastle, Mr. Black’s business career began at McKinsey & Company in 1992 where he led strategy, sales force effectiveness and plant improvement projects in the telecommunications, airline, lumber, paper and packaging industries. While serving as a U.S. Army Engineer Officer from 1986 to 1990, he completed construction projects in the Southeastern U.S., Central America and South America. Mr. Black earned an M.B.A. from Duke University’s Fuqua School of Business as a Fuqua Scholar and a B.S. in Mathematical Science/Civil Engineering from the U.S. Military Academy, West Point, where he was an AP all-American fullback and NCAA Scholar Athlete. Mr. Black’s intimate knowledge of our day-to-day operations as Chief Executive Officer, his prior role as a management consultant and his extensive experience working in our industry qualify him to serve on the Board. | | | | | Judith (Judy) Sansone | Age: 65 Director Since: May 2024 Committees: Nominating & Corporate Governance Judy Sansone has served as one of our directors since May 2024. From October 2020 to October 2023, Ms. Sansone served as the Executive Vice President and Chief Commercial Officer of Sysco Corporation, the largest global distributor of food and related products primarily to the foodservice or food-away-from-home industry, where she was responsible for, among other things, commercial strategy and growth, merchandising, marketing, ecommerce development, and digital commercialization. Ms. Sansone recently retired from her role as an advisor for Sysco. Prior to that, Ms. Sansone spent over forty years at CVS Health Corporation, where she held a number of executive roles, including serving as SVP, Front Store Business & Chief Merchant from September 2011 to May 2020. She holds an associate degree from Holyoke Community College. Ms. Sansone’s extensive business-to-business and business-to-consumer marketing, merchandising and ecommerce experience qualifies her to serve on our Board. | | | |
Class II — Continuing directors whose terms expire in 2027
| Name | Principal Occupation and Other Information | | Jack L. Wyszomierski | Age: 70 Director Since: April 2016 Committees: Audit; Nominating & Corporate Governance (Chair) Public Company Directorships: Exelixis, Inc. and Xoma Royalty Corp. Jack L. Wyszomierski has served as one of our directors since April 2016. From June 2004 to June 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski currently serves on the Board of Directors of Exelixis, Inc. and Xoma Royalty Corp. (formerly known as Xoma Corp.). He previously served on the Board of Directors of Unigene Laboratories, Inc. and Athersys, Inc. He holds an M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. Mr. Wyszomierski’s extensive executive, financial reporting and accounting experience, and his service as a director and audit committee member of other public companies, qualify him to serve on the Board. | | | |
Class III — Continuing directors whose terms expire in 2028
Class III — Continuing directors whose terms expire in 2028
Class III — Continuing directors whose terms expire in 2028
| Name | Principal Occupation and Other Information | | Fred M. Diaz | Age: 60 Director Since: August 2017 Committees: Audit; Human Resources & Compensation Public Company Directorships: Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation Fred M. Diaz has served as one of our directors since August 2017. From April 2018 to March 2020, Mr. Diaz served as President, Chief Executive Officer and Chairman of the Board of Mitsubishi Motors North America, Inc. He previously served in executive management roles at Nissan, most recently as Division Vice President and General Manager, North America, Trucks and Commercial Vehicles, of Nissan North America, Inc. Prior to that, Mr. Diaz served as Senior Vice President, Sales, Marketing and Operations, of Nissan USA. Before joining Nissan in 2013, Mr. Diaz spent 24 years at Chrysler Corporation, where he held a number of executive management roles, including President and Chief Executive Officer of Chrysler’s Ram Truck brand and President and Chief Executive Officer, Chrysler de Mexico and Latin America. He currently serves as a member of the Board of Directors of Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation. He is also a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. Mr. Diaz is a graduate of Texas Lutheran University and holds an M.B.A. from Central Michigan University. Mr. Diaz’s extensive experience in sales, operations, marketing and management qualify him to serve on the Board. | | | | | W. Roy Dunbar | Age: 64 Director Since: March 2017 Committees: Human Resources & Compensation Public Company Directorships: McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation W. Roy Dunbar has served as one of our directors since March 2017. He was Chairman of the Board of Network Solutions, a technology company and web service provider, and was the Chief Executive Officer from January 2008 until October 2009. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. He currently serves on the Board of Directors of McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation and previously served on the boards of Humana Inc., Lexmark International and iGate. Mr. Dunbar was named to NACD Directorship 100 in 2015 and is a NACD Board Leadership Fellow. He is a graduate of Manchester University in the United Kingdom and holds an M.B.A. from Manchester Business School. Mr. Dunbar’s strong leadership skills, service as a director and compensation committee member of other public companies and deep experience across a number of functional disciplines, including the application of information technology across different business sectors, qualify him to serve on the Board. | | | |
Class III — Continuing directors whose terms expire in 2028
| Name | Principal Occupation and Other Information | | Larisa J. Drake | Age: 54 Director Since: May 2019 Committees: Nominating & Corporate Governance Larisa J. Drake has served as one of our directors since May 2019. Ms. Drake is currently Chief Experience Officer at Groundworks, LLC, North America’s leading and fastest-growing foundation and water management solutions company. Previously, Ms. Drake served 11 years with Equity LifeStyle Properties, a publicly traded real estate investment trust that owns and operates over 450 communities in North America, where she held positions of increasing responsibility in marketing and sales, ultimately serving as Executive Vice President and Chief Marketing Officer. Prior to 2013, Ms. Drake was an officer at Discover Financial Services where she led marketing initiatives over the course of 14 years for Discover Card, the third largest credit card brand in the United States. Before joining Discover, Ms. Drake was part of the advertising agency, Leo Burnett. She holds a B.S. in Communication Studies from Northwestern University; an M.L.A. from The University of Chicago; and an M.B.A. from the Kellogg School of Management. Ms. Drake’s expertise in delivering business results by leveraging both traditional and technology-driven marketing strategies qualify her to serve on our Board. | | | |
Our 2025 Executive Compensation Program
| | Pay Element | | | | | | Base Salary | Short-Term Incentive | Performance Stock Units | Restricted Stock Units | | Who Receives | All Named Executive Officers | | | | | When Granted | Annually | | | | | Form of Delivery | Cash | | Equity | | | Performance Period | None | 1 Year | 3-Year Period | Vest Over 4 Years | | 2025 Performance Metrics | None | Adjusted EBITDA, Customer Performance, Organic Daily Sales Growth, individual strategic performance | Relative earnings growth, ROIC, stock price | Stock price |
Summary of 2025 NEO Target Total Direct Compensation
| | | Target STI | | | Target Total Direct Compensation | | NEO | Base Salary | % Salary | $ Amount | Target LTI | | | Doug Black | $975,000 | 125% | $1,218,750 | $4,200,000 | $6,393,750 | | John Guthrie | $555,000 | 65% | $360,750 | $825,000 | $1,740,750 | | Joseph Ketter | $425,000 | 65% | $276,250 | $700,000 | $1,401,250 | | Scott Salmon | $475,000 | 65% | $308,750 | $725,000 | $1,508,750 | | Shannon Versaggi | $430,000 | 65% | $279,500 | $700,000 | $1,409,500 |
2025 Incentive Plan Design Changes
2025 Incentive Plan Design Changes For the 2025 Fiscal Year, the Human Resources and Compensation Committee approved changes to our PSU design, pursuant to which the ROIC modifier to our EBIT performance metric for our PSU awards was eliminated and, instead, PSU awards are based on two performance metrics: (1) relative EBTA, weighted as 70% of the PSU award and (2) absolute ROIC, weighted as 30% of the PSU award. We believe this update enhances accountability for efficient use of assets and disciplined investment, continues to demonstrate our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks.
Determination of Executive Compensation
Determination of Executive Compensation Human Resources and Compensation Committee The Human Resources and Compensation Committee is responsible for reviewing and approving the compensation and benefits of our executives (including our NEOs), directors and certain consultants, approving equity incentive compensation and other incentive arrangements and approving employment and related agreements. In performing these duties, the Human Resources and Compensation Committee is supported by its independent consultant and certain members of executive management, as described below. Independent Consultant For the 2025 Fiscal Year, the Human Resources and Compensation Committee engaged FW Cook as its independent consultant. FW Cook reports to and is directed by the Human Resources and Compensation Committee and provides no other services to the Company. The Human Resources and Compensation Committee considered the independence of FW Cook in light of applicable SEC rules and NYSE listing standards and concluded that FW Cook was appropriately independent and free from potential conflicts of interest. Industry Peer Group To assist in evaluating our compensation program for 2025, in August 2024, the Human Resources and Compensation Committee reviewed our Company’s industry peer group, considering among other factors, total market capitalization and revenue, and whether the peer is a company with which we compete for talent and/or has a similar business model. The 16-company peer group approved and used by the Human Resources and Compensation Committee in evaluating 2025 target pay decisions is outlined below.
Determination of Executive Compensation
* Denotes companies which have been acquired since the peer group was approved by the Human Resources and Compensation Committee in August 2024 Use of Market Data The Human Resources and Compensation Committee reviews competitive market data from our industry peer group and general industry surveys as part of its process to set the target pay opportunities for our NEOs. Our executive compensation program aims to provide for target total compensation for our executives at approximately the 50th percentile of our peer group, with flexibility to position an individual executive’s target total compensation above or below the 50th percentile based on factors including, but not limited to, contribution, performance and uniqueness of role. Executive Management Certain members of the executive management team are involved in the executive compensation determination process. For example, our Executive Vice President, Human Resources provides requested information and perspectives on the compensation program, and our General Counsel provides legal and regulatory advice and perspectives. In addition, our CEO makes specific recommendations for compensation levels and program designs for executives (other than himself) and our Chief Financial Officer provides input on financial metrics and goals. Our CEO, Executive Vice President, Human Resources and General Counsel generally attend Human Resources and Compensation Committee meetings, but are excused when their individual compensation is being discussed.
Elements of Our Executive Compensation Program
| Pay Component | Objective of Pay Component | | Base Salary | • To attract and retain a high-performing leadership team | | Short-Term Annual Cash Incentives | • To reward achievement of short-term business objectives and results, and individual performance goals viewed as drivers of stockholder value | | Long-Term Equity Incentives | • To align executive and stockholder interests, create “ownership culture,” promote retention and “pay-for-performance” | | Other Benefits | • To provide a safety net of protection in the case of illness, disability, death or retirement, through health, disability and life insurance, 401(k) retirement plan and other employee benefits |
Elements of Our Executive Compensation Program
Short-Term Annual Cash Incentives Our short-term annual cash incentives are designed to focus our NEOs on achieving superior performance against business objectives and results for the Company as a whole and, in addition, reward them for the achievement of specific individual performance and/or other goals which the Human Resources and Compensation Committee and CEO (in the case of NEOs other than himself) subjectively determine based on their assessment of the executive’s performance during the year. By conditioning a significant portion of our NEOs’ potential total cash compensation on the Company’s achievement of clearly defined metrics and goals, we reinforce our focus on creating a strong pay-for-performance culture. For the 2025 Fiscal Year, all of our NEOs were eligible to receive short-term annual cash incentives based on the achievement of pre-established annual Company financial and performance metrics and goals approved by the Human Resources and Compensation Committee. Each NEO had a target incentive opportunity expressed as a percentage of his or her base salary paid during the year. The threshold, target and maximum percentages of base salary and actual percentages of target for our NEOs for the 2025 Fiscal Year were as follows:
Elements of Our Executive Compensation Program
(1) Expressed as a percentage of base salary. For the 2025 Fiscal Year, each of the various components of the annual incentive awards were subject to a cap, as set forth below. The Human Resources and Compensation Committee selected Adjusted EBITDA as the primary financial performance metric for our NEOs’ short-term annual cash incentive opportunity, measured against the Adjusted EBITDA goals established by the Human Resources and Compensation Committee in the beginning of the 2025 Fiscal Year and increased mid-year for acquisitions completed prior to June 30, 2025 in accordance with our long-standing practice. The Human Resources and Compensation Committee reviewed the Company’s 2025 Fiscal Year outlook in establishing the initial Adjusted EBITDA target, noting that 2025 results were projected to marginally improve as compared to the 2024 Fiscal Year based on, among other factors, expectations that commodity price deflation would moderate, as well as a recovering residential market and resilient commercial market, the execution of our operational initiatives, SG&A management and contribution from acquisitions. As a result, the Human Resources and Compensation Committee set the original Adjusted EBITDA target goal to $428 million, which represented a 13% increase compared to the 2024 Fiscal Year actual performance of $378 million. Subsequently, in order to mitigate the impact of acquisitions not reflected in the levels of achievement for the Adjusted EBITDA performance metric originally approved by the Human Resources and Compensation Committee in February 2025, in August 2025, the Human Resources and Compensation Committee increased the target and stretch goals to take into account anticipated Adjusted EBITDA contributions from acquisitions completed prior to June 30, 2025. To ensure our Company continues to deliver outstanding customer service, the Human Resources and Compensation Committee also utilized Customer Performance as a component of each NEO’s short-term annual cash incentive. In addition, to drive continued sales growth, the Human Resources and Compensation Committee also utilized Organic Daily Sales Growth as a component of our NEOs’ short-term annual cash incentives. The Human Resources and Compensation Committee subjectively assessed Mr. Black’s achievement for the strategic performance goals, and for the other NEOs, Mr. Black evaluated the performance of each NEO based on his or her individual strategic performance goals and made a recommendation to the Human Resources and Compensation Committee. The following table shows the weighting of the 2025 Fiscal Year performance metrics for each NEO, expressed as a percentage of each NEO’s 2025 Fiscal Year total short-term annual cash incentive opportunity.
Elements of Our Executive Compensation Program
(1) The Adjusted EBITDA component of the short-term annual cash incentive opportunity is capped at 250% of target. (2) Customer Performance, Organic Daily Sales Growth and Strategic Performance components of the short-term annual cash incentive opportunity are each capped at 150% of target. (3) The Customer Performance metric consists of three components: (1) Company NPS, (2) Net New Customer Growth and (3) Net Per-Customer Growth. For more detail on individual strategic performance goals, see the table detailing individual criteria on page 38. The following table shows the threshold, target, stretch, maximum and actual performance levels, along with the payout multiple of target incentive opportunity, for the Adjusted EBITDA component of the 2025 Fiscal Year short-term annual cash incentive opportunities for our NEOs.
Elements of Our Executive Compensation Program
(1) Adjusted EBITDA was calculated using EBITDA for the Company for the 2025 Fiscal Year, as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets, financing fees, acquisitions and other adjustments. See Appendix A to this Proxy Statement for a reconciliation of Adjusted EBITDA to Net income (loss), the corresponding GAAP financial measure. (2) Acquisitions completed after June 30, 2025 were excluded from the calculation of Adjusted EBITDA for purposes of determining short-term annual cash incentive compensation. (3) The Adjusted EBITDA weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals, between target and stretch and between stretch and max goals. The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target incentive opportunity, for the Customer Performance component of the 2025 Fiscal Year short-term annual cash incentive opportunities for our NEOs.
Elements of Our Executive Compensation Program
(1) Customer Performance is based on three components: Company NPS, Net New Customer Growth and Net Per-Customer Growth. Company NPS is based on responses from a customer survey regarding customer experience. Respondents to the survey are categorized as detractors (0-6 score for likelihood to recommend), passives (7-8) and promoters (9-10). Company NPS is then calculated by subtracting the percentage of detractors from the percentage of promoters. Net New Customer Growth is calculated by dividing sales growth from new and reactivated customers by loss from exited and lapsed customers. Net Per-Customer Growth is calculated by dividing sales growth from existing customers with annual growth exceeding both 30% and $3,000 by sales loss from existing customers with annual losses exceeding both 30% and $3,000. (2) The Company NPS weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals. (3) The Net New Customer Growth weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals. (4) The Net Per-Customer Growth weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals. During the 2025 Fiscal Year, the Company achieved a Company NPS level of 85.1, which was in between target and maximum goals, and achieved Net New Customer Growth and Net Per-Customer Growth levels of 1.14 and 1.22, respectively, each of which was below threshold goals. Based on these levels of achievement, the combined Customer Performance payout was 34% of target. The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target incentive opportunity, for the Organic Daily Sales Growth component of the 2025 Fiscal Year incentive opportunities for our NEOs.
Elements of Our Executive Compensation Program
| Organic Daily Sales Growth(1) | Level of Achievement(2) | Payout as % of Target Opportunity | | Threshold | 0% | 50% | | Target | 3.4% | 100% | | Maximum | 7% | 150% | | Actual | 1.2% | 68% |
Elements of Our Executive Compensation Program
| | Eligible Earnings(1) | Target % of Salary | Target Bonus $ | Payout as % Target(2) | Actual Bonus | | Doug Black | $970,673 | 125% | $1,213,341 | 81% | $984,930 | | John Guthrie | $552,404 | 65% | $359,063 | 90% | $322,375 | | Joseph Ketter | $417,673 | 65% | $271,488 | 85% | $230,174 | | Scott Salmon | $468,173 | 65% | $304,313 | 86% | $261,808 | | Shannon Versaggi | $420,558 | 65% | $273,362 | 87% | $238,598 |
Elements of Our Executive Compensation Program
(1) Eligible earnings reflect the actual base salaries earned by each NEO during the 2025 Fiscal Year. (2) Payout percentage rounded to nearest whole percentage for presentation purposes. The award paid to each of our NEOs is also shown in the “Summary Compensation Table” on page 45 under the “Non-Equity Incentive Plan Compensation” column. Long-Term Equity Incentives The Human Resources and Compensation Committee makes annual equity grants to our executives as part of our compensation program under our 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). In addition, the Human Resources and Compensation Committee may, from time to time, provide an equity award to one or more of our NEOs to retain and reward key talent or to reflect increased responsibilities. No such equity awards were made during 2025. The Human Resources and Compensation Committee may also review and approve equity awards for promotions. For more information regarding the equity awards granted to our NEOs under the 2020 Plan during the 2025 Fiscal Year, see the “Grants of Plan-Based Awards for 2025 Fiscal Year” table on page 46. Awards Granted During 2025 under the 2020 Plan To support our “pay-for-performance” culture, compensation is weighted toward at-risk compensation. Our long-term equity incentive program, which consisted of 50% RSUs and 50% PSUs for the 2025 Fiscal Year, is designed to serve stockholders’ best interests through sustained long-term financial and stock price performance. We believe this award mix under our LTIP further demonstrates our commitment to designing an executive compensation program that encourages high performance, promotes retention and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe this LTIP design further illustrates our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success. The table below sets forth the number of RSUs and target PSUs awarded to each NEO in the 2025 Fiscal Year:
Elements of Our Executive Compensation Program
| Name | Number of RSUs Awarded | Number of PSUs Awarded | Targeted Fair Value for All 2025 Awards | | Doug Black | 15,460 | 15,460 | $4,200,000 | | John Guthrie | 3,036 | 3,036 | $825,000 | | Joseph Ketter | 2,576 | 2,576 | $700,000 | | Scott Salmon | 2,668 | 2,668 | $725,000 | | Shannon Versaggi | 2,576 | 2,576 | $700,000 |
Elements of Our Executive Compensation Program
Performance Stock Units PSUs are earned based upon the Company’s performance, over a three-year period, measured by two performance metrics: (1) pre-tax income plus amortization (“EBTA”) growth relative to a select peer group, weighted as 70% of the PSU award and (2) absolute ROIC, weighted as 30% of the PSU award, as set forth below. The performance period for the PSUs awarded in February 2025 is a three-year period commencing December 30, 2024 and ending January 2, 2028. Vesting of PSUs is contingent upon each NEO’s continued employment, subject to certain exceptions as set forth in the PSU agreement. The table below sets forth the performance criteria for the PSUs:
Elements of Our Executive Compensation Program
| Performance Level(1) | Relative EBTA Growth(2) | % Target Award (for 70% of Target Award) | Performance Level | Absolute Avg. ROIC | % Target Award (for 30% of Target Award) | | <Threshold | <25th percentile | 0% | | <12% | 0% | | Threshold | 25th percentile | 50% | Below Target | 12% | 50% | | Target | 50th percentile | 100% | Target | 16% | 100% | | Maximum | >=75th percentile | 200% | Above Target | >=20% | 200% |
Elements of Our Executive Compensation Program
(1) Payout for performance between levels noted above will be determined using straight-line interpolation. Total payout will be capped at 200% of target. (2) Payout on EBTA growth performance will be capped at 100% of target if the Company’s absolute EBTA growth is negative. Prior to Fiscal 2025, PSUs awarded were earned based upon the Company’s performance, over a three-year period, measured by relative EBTA, subject to adjustment based upon the application of an ROIC modifier. The table below sets forth the 0% of target payouts for the PSUs awarded in February 2022 for the three-year performance period commencing January 3, 2022 and ending December 29, 2024, as certified by the Human Resources and Compensation Committee on May 13, 2025.
Elements of Our Executive Compensation Program
| Name | PSUs Awarded in February 2022 | Payout As % Target(1) | Number of PSUs Settled in May 2025 | Value of Earned PSUs in May 2025 | | Doug Black | 6,317 | 0% | 0 | $0 | | John Guthrie | 1,300 | 0% | 0 | $0 | | Joseph Ketter | 1,021 | 0% | 0 | $0 | | Scott Salmon | 1,114 | 0% | 0 | $0 | | Shannon Versaggi | 929 | 0% | 0 | $0 |
Elements of Our Executive Compensation Program
(1) The Company’s 3-year EBTA decreased at a cumulative compound annual rate of 5.7% for the 2022-2024 PSU cycle, which ranked at the 6th percentile of the PSU performance peer group for that cycle and resulted in a payout of 0% of target as certified by the Human Resources and Compensation Committee on May 13, 2025. Because the Company’s 3-year EBTA performance resulted in a payout of 0% of target, the Company’s 3-year average ROIC performance was not applicable. Policies and Practices Related to the Timing of Equity Awards Pursuant to our compensation programs, we grant stock options to certain employees from time to time; however, no stock options were granted to our NEOs in the 2025 Fiscal Year. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Human Resources and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. Other Benefits The benefits provided to our NEOs are generally the same as those provided to our other salaried associates and include, but are not limited to, medical, dental, health, accident, hospitalization and disability insurance, and a tax-qualified 401(k) plan. In addition, NEOs receive company-paid life insurance benefits of 2X base salary. Tax and Accounting Considerations The Human Resources and Compensation Committee and management have taken into account the accounting and tax impact, including Section 162(m) (“Section 162(m)”) of the Internal Revenue Code, of various program designs to balance the potential cost to us with the value to the executive. Section 162(m), as most recently amended in December 2017 in connection with tax reform legislation, limits the deductibility of compensation paid to “covered employees” in excess of $1,000,000 in any taxable year. While the Human Resources and Compensation Committee may consider the impacts of Section 162(m) when determining executive compensation, it may authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent. The Human Resources and Compensation Committee and management also consider the accounting implications of our executive officer compensation program. The expenses associated with executive compensation issued to our executive officers and other key associates are reflected in our financial statements. We account for stock-based compensation programs in accordance with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation, which requires companies to recognize in the income statement the grant date value of equity-based compensation issued to associates over the vesting period of such awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of our NEOs for the 2025 Fiscal Year and, for Messrs. Black, Guthrie, Ketter and Salmon, the two immediately preceding fiscal years. Ms. Versaggi was not an NEO in the fiscal year ended December 31, 2023 (the “2023 Fiscal Year”) and Mr. Ketter was not an NEO in the fiscal year ended December 29, 2024 (the “2024 Fiscal Year”). However, compensation information for Mr. Ketter for the 2024 Fiscal Year is being included based on interpretive guidance from the Division of Corporation Finance.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Option Awards ($)(2) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Doug Black Chairman and Chief Executive Officer | 2025 | 970,673 | — | 4,199,864 | 984,930 | 22,389 | 6,177,856 | | | 2024 | 946,635 | — | 3,899,858 | 231,334 | 20,730 | 5,098,557 | | | 2023 | 918,269 | 1,218,761 | 2,399,916 | 870,060 | 23,342 | 5,430,348 | | John Guthrie Executive Vice President, Chief Financial Officer | 2025 | 552,404 | — | 824,760 | 322,375 | 22,389 | 1,721,928 | | | 2024 | 537,981 | — | 774,929 | 87,976 | 14,460 | 1,415,346 | | | 2023 | 521,634 | 253,851 | 499,759 | 221,590 | 14,053 | 1,510,887 | | Joseph Ketter Executive Vice President, Human Resources | 2025 | 417,673 | — | 699,796 | 230,174 | 18,871 | 1,366,514 | | | 2024 | 397,981 | — | 649,819 | 60,231 | 14,324 | 1,122,355 | | | 2023 | 382,981 | 203,067 | 399,986 | 168,435 | 13,851 | 1,168,320 | | Scott Salmon Executive Vice President, Strategy and Development | 2025 | 468,173 | — | 724,789 | 261,808 | 20,323 | 1,475,093 | | | 2024 | 448,654 | — | 674,715 | 56,964 | 15,254 | 1,195,587 | | | 2023 | 437,308 | 220,043 | 433,144 | 184,128 | 23,560 | 1,298,183 | | Shannon Versaggi Executive Vice President, Marketing, Category Management and Pricing | 2025 | 420,558 | — | 699,796 | 238,598 | 17,182 | 1,376,134 | | | 2024 | 397,981 | — | 649,819 | 60,878 | 15,184 | 1,123,862 |
Summary Compensation Table
(1) Represents the actual sum of regular pay, paid time off, holiday and back pay earned for the 2025, 2024, and 2023 Fiscal Years, as applicable. (2) The amount reported reflects the aggregate grant date fair value of the option awards and stock awards granted in the respective year, computed in accordance with FASB ASC Topic 718, modified to exclude any forfeiture assumptions related to service-based vesting conditions. See Note 7, “Employee Benefit and Stock Incentive Plans,” to the financial statements included in our Annual Report on Form 10-K for the 2025 Fiscal Year filed with the SEC on February 19, 2026 for a discussion of the relevant assumptions used in calculating these amounts. The maximum award value for the PSUs granted in the 2025 Fiscal Year (determined as described above in “— Elements of Our Executive Compensation Program — Long-Term Equity Incentives” on page 40) is $4,199,864 for Mr. Black, $824,760 for Mr. Guthrie, $699,796 for Mr. Ketter, $724,789 for Mr. Salmon and $699,796 for Ms. Versaggi. The maximum award value for the PSUs granted in the 2024 Fiscal Year is $3,899,858 for Mr. Black, $774,929 for Mr. Guthrie, $649,819 for Mr. Ketter, $674,715 for Mr. Salmon and $649,819 for Ms. Versaggi. The maximum award value for the PSUs granted in the 2023 Fiscal Year is $2,399,916 for Mr. Black, $499,759 for Mr. Guthrie, $399,986 for Mr. Ketter and $433,144 for Mr. Salmon. Ms. Versaggi was not a NEO during the 2023 Fiscal Year. (3) Includes short-term annual cash incentives earned with respect to the 2025, 2024, and 2023 Fiscal Years. For more detail, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 35. For the 2025 Fiscal Year, reflects: (i) Company 401(k) match of $14,000 for each NEO; (ii) spousal travel to attend the Company’s 2025 winter business meeting for Mr. Salmon and Ms. Versaggi; (iii) life and accidental death insurance premiums paid by the Company on behalf of each NEO; (iv) long term disability premiums paid by the Company on behalf of each NEO; and (v) executive group life insurance premiums paid by the Company on behalf of each NEO.
Grants of Plan-Based Awards for 2025 Fiscal Year
Grants of Plan-Based Awards for 2025 Fiscal Year The following table provides information concerning plan-based awards granted to the NEOs in the 2025 Fiscal Year.
Grants of Plan-Based Awards for 2025 Fiscal Year
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Securities Underlying Awards (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($)(2) | Threshold (#) | Target (#) | Maximum (#) | | | | Doug Black | | 606,671 | 1,213,341 | 2,669,351 | | | | | | | | 2/5/2025 | | | | 7,730 | 15,460 | 30,920 | | 2,099,932 | | | 2/5/2025 | | | | | | | 15,460 | 2,099,932 | | John Guthrie | | 179,531 | 359,063 | 789,938 | | | | | | | | 2/5/2025 | | | | 1,518 | 3,036 | 6,072 | | 412,380 | | | 2/5/2025 | | | | | | | 3,036 | 412,380 | | Joseph Ketter | | 135,744 | 271,488 | 597,273 | | | | | | | | 2/5/2025 | | | | 1,288 | 2,576 | 5,152 | | 349,898 | | | 2/5/2025 | | | | | | | 2,576 | 349,898 | | Scott Salmon | | 152,156 | 304,313 | 669,488 | | | | | | | | 2/5/2025 | | | | 1,334 | 2,668 | 5,336 | | 362,394 | | | 2/5/2025 | | | | | | | 2,668 | 362,394 | | Shannon Versaggi | | 136,681 | 273,362 | 601,397 | | | | | | | | 2/5/2025 | | | | 1,288 | 2,576 | 5,152 | | 349,898 | | | 2/5/2025 | | | | | | | 2,576 | 349,898 |
Grants of Plan-Based Awards for 2025 Fiscal Year
(1) For a discussion of the payout opportunities under our short-term annual cash incentive plan for the 2025 Fiscal Year, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 35. Actual amounts paid to each of our NEOs is shown in the “Summary Compensation Table” on page 45 under the “Non-Equity Incentive Plan Compensation” column. (2) The annual incentive opportunity with respect to the Adjusted EBITDA, Customer Performance, Organic Daily Sales Growth and individual strategic performance component for each NEO was capped at 250%, 150%, 150% and 150% of target, respectively, for the 2025 Fiscal Year. (3) Includes the PSUs granted to each of our NEOs under the 2020 Plan, which will be earned based on the Company’s performance over the three-year performance period commencing on December 30, 2024 and ending January 2, 2028. See “— Elements of Our Executive Compensation Program — Performance Stock Units” on page 41. (4) Includes the time-based RSUs granted to each of our NEOs under the 2020 Plan, which vest annually in four equal installments beginning on February 5, 2026. RSUs and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant in accordance with FASB ASC Topic 718. See Note 7, “Employee Benefit and Stock Incentive Plans,” to the financial statements in our Annual Report on Form 10-K for the 2025 Fiscal Year filed with the SEC on February 19, 2026 for further discussion of the relevant assumptions used in calculating these amounts.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards(2) | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of RSUs that have not Vested (#)(3) | Market Value of RSUs that have not Vested ($)(4) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that have not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(4) | | Doug Black | 2/5/2025 | — | — | — | — | 15,460 | 1,966,667 | 15,460 | 1,966,667 | | | 2/7/2024 | — | — | — | — | 9,281 | 1,180,636 | 12,375 | 1,574,224 | | | 2/9/2023 | 8,436 | 8,435 | 149.36 | 2/9/2033 | 4,017 | 511,003 | — | — | | | 2/10/2022 | 15,114 | 5,038 | 179.40 | 2/10/2032 | 1,579 | 200,865 | — | — | | | 2/11/2021 | 20,764 | — | 166.15 | 2/11/2031 | — | — | — | — | | | 2/5/2020 | 39,850 | — | 101.63 | 2/5/2030 | — | — | — | — | | | 2/6/2019 | — | — | 51.59 | 2/6/2029 | — | — | — | — | | | 2/14/2018 | 58,816 | — | 77.04 | 2/14/2028 | — | — | — | — | | John Guthrie | 2/5/2025 | — | — | — | — | 3,036 | 386,210 | 3,036 | 386,210 | | | 2/7/2024 | — | — | — | — | 1,844 | 234,575 | 2,459 | 312,809 | | | 2/9/2023 | 1,757 | 1,757 | 149.36 | 2/9/2033 | 836 | 106,348 | — | — | | | 2/10/2022 | 3,112 | 1,037 | 179.40 | 2/10/2032 | 325 | 41,343 | — | — | | | 2/11/2021 | 3,979 | — | 166.15 | 2/11/2031 | — | — | — | — | | | 2/5/2020 | 5,534 | — | 101.63 | 2/5/2030 | — | — | — | — | | | 2/6/2019 | 541 | — | 51.59 | 2/6/2029 | — | — | — | — | | | 2/14/2018 | 3,359 | — | 77.04 | 2/14/2028 | — | — | — | — | | Joesph Ketter | 2/5/2025 | — | — | — | — | 2,576 | 327,693 | 2,576 | 327,693 | | | 2/7/2024 | — | — | — | — | 1,546 | 196,667 | 2,062 | 262,307 | | | 2/9/2023 | 1,406 | 1,405 | 149.36 | 2/9/2033 | 669 | 85,103 | — | — | | | 2/10/2022 | 2,444 | 815 | 179.40 | 2/10/2032 | 255 | 32,439 | — | — | | | 2/11/2021 | 3,287 | — | 166.15 | 2/11/2031 | — | — | — | — | | | 2/5/2020 | 6,641 | — | 101.63 | 2/5/2030 | — | — | — | — | | | 2/6/2019 | 8,722 | — | 51.59 | 2/6/2029 | — | — | — | — | | | 2/14/2018 | 8,750 | — | 77.04 | 2/14/2028 | — | — | — | — | | | 2/17/2017 | 10,108 | — | 38.73 | 2/17/2027 | — | — | — | — | | Scott Salmon | 2/5/2025 | — | — | — | — | 2,668 | 339,396 | 2,668 | 339,396 | | | 2/7/2024 | — | — | — | — | 1,606 | 204,299 | 2,141 | 272,357 | | | 2/9/2023 | 1,523 | 1,523 | 149.36 | 2/9/2033 | 725 | 92,227 | — | — | | | 2/10/2022 | 2,667 | 889 | 179.40 | 2/10/2032 | 278 | 35,364 | — | — | | | 2/11/2021 | 3,806 | — | 166.15 | 2/11/2031 | — | — | — | — | | | 2/5/2020 | 7,379 | — | 101.63 | 2/5/2030 | — | — | — | — | | | 3/11/2019 | 26,406 | — | 52.26 | 3/11/2029 | — | — | — | — | | Shannon Versaggi | 2/5/2025 | — | — | — | — | 2,576 | 327,693 | 2,567 | 327,693 | | | 2/7/2024 | — | — | — | — | 1,546 | 196,667 | 2,062 | 262,307 | | | 2/9/2023 | 1,406 | 1,405 | 149.36 | 2/9/2033 | 669 | 85,103 | — | — | | | 2/10/2022 | 2,222 | 741 | 179.40 | 2/10/2032 | 232 | 29,513 | — | — | | | 2/11/2021 | 3,114 | — | 166.15 | 2/11/2031 | — | — | — | — | | | 2/17/2020 | 7,094 | — | 105.71 | 2/17/2030 | — | — | — | — | | | 2/17/2020 | 5,903 | — | 105.71 | 2/17/2030 | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year End
The 2016 Omnibus Equity Incentive Plan (the “2016 Plan”) and applicable equity award agreement govern the terms of the options, RSUs and PSUs granted to our NEOs prior to the adoption of the 2020 Plan, including, among other things, the vesting and forfeiture provisions. The 2020 Plan and applicable equity award agreement govern the terms of the options, RSUs and PSUs granted to our NEOs since 2021. (2) The options granted under the 2016 Plan and 2020 Plan vest in four equal installments on each of the first through fourth anniversaries of the date of grant. (3) The RSUs will vest and settle into shares of common stock in four equal annual installments on each of the first through fourth anniversaries of the date of grant, subject to the NEO’s continued employment. (4) Based on the closing price of the Company’s stock on December 26, 2025 ($127.21), the final trading day of the 2025 Fiscal Year. (5) The PSUs will vest and settle into common stock as described above in “Elements of Our Executive Compensation Program — Performance Stock Units.” Option Exercises and Stock Vested in 2025 Fiscal Year
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#)(2) | Value realized on vesting ($)(2)(3) | | Doug Black | 66,873 | 5,266,226 | 16,219 | 2,113,219 | | John Guthrie | — | — | 3,320 | 432,405 | | Joseph Ketter | 39,640 | 4,496,762 | 2,683 | 349,510 | | Scott Salmon | — | — | 2,902 | 378,033 | | Shannon Versaggi | — | — | 2,647 | 344,695 |
Outstanding Equity Awards at 2025 Fiscal Year End
(1) The value realized on option exercises is the difference between the market price of the underlying securities at exercise and the exercise or base price of the options. (2) A participant is vested in the right to receive PSUs granted in 2023 under the applicable PSU award agreement as of December 28, 2025 (the end of the performance cycle). However, pursuant to the terms of the award, the actual number of shares to be awarded to the participant is not known until the Human Resources and Compensation Committee determines, for PSUs award prior to the 2025 Fiscal Year, the applicable performance levels of the underlying (i) relative EBTA growth and (ii) absolute ROIC after the end of the performance cycle. Accordingly, the values in the table above reflect the target number of PSUs awarded in 2023 multiplied by the closing price of the Company’s stock on December 26, 2025 ($127.21), the final trading day of the 2025 Fiscal Year. The final value realized will not be known until after the Human Resources and Compensation Committee completes its determination in verifying the financial information used to calculate the applicable performance level achievements, which may result in a greater or lesser value than shown above. After completion of this process, the actual transfer of common stock is made to participants. As a result, the following amounts have been added to the “Stock Awards” column above to reflect the PSUs that have vested but not settled and, therefore, no value has been received by our NEOs as of April 2, 2026:
Outstanding Equity Awards at 2025 Fiscal Year End
| | Estimated PSU Stock Awards | | | | Number of shares vested (#) | Value realized on vesting ($) | | Doug Black | 8,034 | 1,022,005 | | John Guthrie | 1,673 | 212,822 | | Joseph Ketter | 1,339 | 170,334 | | Scott Salmon | 1,450 | 184,455 | | Shannon Versaggi | 1,339 | 170,334 |
Outstanding Equity Awards at 2025 Fiscal Year End
(3) The value realized on vesting is determined by multiplying the number of units vested by our closing stock price on the date the units vested. For 2025, units granted on February 11, 2021 vested on February 11, 2025, units granted on February 10, 2022 vested on February 10, 2025, units granted on February 9, 2023 vested on February 9, 2025 and units granted on February 7, 2024 vested on February 7, 2025, and the closing stock price on those dates was $133.16, $134.08, $133.13, and $133.13, respectively.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Separation Benefit Agreements with Messrs. Black, Guthrie, Ketter and Salmon and Ms. Versaggi Severance protections, particularly in the context of a change-in-control transaction, can play a valuable role in attracting and retaining key executive officers. The potential occurrence of a change-in-control transaction would create uncertainty regarding the continued employment of our NEOs. This uncertainty results from the fact that many change-in-control transactions result in significant organizational changes, particularly at the NEO-level. In order to encourage our NEOs to remain employed with the Company during an important time when their prospects for continued employment are often uncertain, we provide our NEOs and other senior executives with severance benefits if the executive’s employment is terminated by the Company “without cause” or by the executive for “good reason” (each as defined below) in connection with a change-in-control and outside of a change-in-control. Because a termination by the executive for good reason may be conceptually the same as a termination by the Company without cause, and because in the context of a change-in-control, potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, it is appropriate to provide severance benefits in these circumstances. The Board evaluates the level of severance benefits to each NEO on a case-by-case basis, and in general, considers these severance protections to be an important part of the compensation provided to our NEOs and consistent with competitive practices. Accordingly, in November 2023, the Company entered into separation benefit agreements (collectively, the “Separation Agreements”) with each of the Company’s NEOs, as well as other senior executives of the Company. The Separation Agreements replaced, on the one hand, the employment agreement previously entered into by the Company with Mr. Black and, on the other hand, the separation benefit agreements previously entered into by the Company with the other NEOs. The Separation Agreements provide that, if the NEO’s employment is terminated “without cause” or if the NEO terminates his or her employment for “good reason” outside of the 12-month period following a change-in-control, the NEO is entitled to receive the following: • all salary, prior year bonus, expense reimbursements and benefits earned or incurred but unpaid as of the date of termination (the “Base Termination Compensation”); • severance pay consisting of an amount equal to (a) 18 months of the NEO’s base salary, at the greater of the rate in effect (1) at the effective time of termination and (2) prior to the event giving rise to good reason, paid in monthly installments beginning on the 60th day following the termination date, and (b) the NEO’s annual bonus for the year in which his or her employment terminates based on actual results, prorated for the portion of the year that the NEO had remained employed and paid at the time executive annual bonuses are paid for the fiscal year of termination (but no later than 2.5 months after the end of such year); and • continued medical, dental and vision insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for 18 months at active employee rates, with the COBRA premium amount reimbursed to the NEO on a monthly basis (the “Benefit Continuation”). With respect to the description of severance pay described above, Mr. Black’s Separation Agreement provides that, in addition to the benefits described above, Mr. Black is also entitled to an amount equal to his target annual bonus for the year in which his employment terminates. If the NEO’s employment is terminated “without cause” or if the NEO terminates his or her employment for “good reason” within the 12-month period following a change-in-control, the NEO is entitled to receive the following: • the Base Termination Compensation; • severance pay consisting of an amount equal to two times the sum of (a) the NEO’s base salary, at the greater of the rate in effect (1) at the time of termination and (2) prior to the event giving rise to good reason and (b) the NEO’s annual bonus for the year in which his or her employment terminates determined based on target results, paid in a lump sum on the 40th day following the termination date; • an amount equal to the NEO’s annual bonus for the year in which his or her employment terminates determined based on actual results, prorated for the portion of the year that the NEO had remained employed and paid at the time executive annual bonuses are paid for the fiscal year of termination (but no later than 2.5 months after the end of such year); and the Benefit Continuation. If the NEO’s employment is terminated for “cause” or the NEO voluntarily terminates his or her employment without “good reason” or if the NEO’s employment is terminated due to death, he or she is only entitled to receive the Base Termination Compensation. If the NEO’s employment is terminated due to disability, he or she is entitled to receive (a) the Base Termination Compensation and (b) continued medical, dental and vision insurance coverage for 18 months at active employee rates. Payment of the above termination compensation and/or benefits under the Separation Agreements (other than the Base Termination Compensation) is conditioned on each NEO signing and not revoking a general release of claims in favor of the Company and complying with the restrictive covenants set forth in any written agreement between the NEO and the Company. “Cause” is defined in the Separation Agreements as (a) conviction of, or plea of nolo contendere to, a crime constituting a felony in the U.S. or a specified type of misdemeanor, (b) willful or grossly negligent failure to perform material duties, (c) willful material violation of Company policy, (d) material breach of a binding agreement to which he or she is a party and (e) willful conduct that materially and demonstrably harms the Company or any of its subsidiaries. Notice and cure provisions apply. “Good Reason” is defined in the Separation Agreements as (a) a material reduction in base salary, (b) a material reduction in annual incentive compensation opportunity, (c) a material diminution in authority, duties or responsibilities without consent (d) a relocation of the NEO’s principal place of employment by more than 50 miles, or (e) material breach by the Company or any of its subsidiaries of an agreement to which the NEO is the counterparty. Mr. Black’s Separation Agreement further provides that a failure to nominate Mr. Black to the Board also constitutes “Good Reason.” Notice and cure provisions apply.
Director Compensation
Director Compensation The Board has adopted a non-employee director compensation policy. The Human Resources and Compensation Committee has engaged FW Cook as an outside compensation consultant to ensure the compensation paid to our directors remains competitive, specifically as a result of a market benchmarking survey, using the same peer companies that are used to benchmark executive compensation. Under the current policy, all non-employee directors are entitled to cash compensation as set forth below, payable in arrears on a quarterly basis:
Director Compensation
| | Annual Retainer | | Board: | | | All non-employee members | $90,000 | | Lead Director | $35,000 | | Audit Committee: | | | Chair | $32,500 | | Non-Chair members | $12,500 | | Human Resources and Compensation Committee: | | | Chair | $27,500 | | Non-Chair members | $10,000 | | Nominating and Corporate Governance Committee: | | | Chair | $22,500 | | Non-Chair members | $7,500 |
Director Compensation
Each non-employee director has the right to elect to receive all or a portion of his or her annual cash retainer in the form of deferred share units (“DSUs”) or fully vested RSUs, in each case, using the fair market value of a share of the Company’s common stock on the applicable grant date. The DSUs are subject to the deferral requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Non-employee directors may also elect to defer RSUs until the termination of their Board service (or a specified date). In May 2025, the Human Resources and Compensation Committee, in consultation with FW Cook, recommended, and the Board subsequently approved, the equity compensation for non-employee directors. Under the policy, on the date of each annual meeting of our stockholders, each continuing non-employee director is eligible to receive a prospective equity award for the coming year of service with a grant date fair value of $140,000. Pursuant to the non-employee director compensation policy, our non-employee directors will receive either DSUs or RSUs depending on whether such director has met the stock ownership and retention requirements set forth in the Company’s Non-Employee Director Equity Ownership Policy on the applicable grant date. Those non-employee directors that have met the applicable stock ownership and retention requirements are entitled to receive RSUs. The DSUs and RSUs granted to our non-employee directors under the 2020 Plan vest upon the earlier of (i) the first anniversary of the grant date or (ii) the day preceding the next annual shareholder meeting at which directors are elected, in each case, subject to such non-employee director’s continued service as a director or other service provider. Vested DSUs granted to non-employee directors settle into the Company’s common stock at the earlier to occur of the termination of the director’s service on the Board or a change of control of the Company. Vested RSUs granted to non-employee directors settle into the Company’s common stock at the earlier to occur of the vesting date, termination of the director’s service on the Board, or until a change of control of the Company. Settlement of RSUs may also be deferred at the director’s election until the termination of their Board service or a specified date after the vesting date. In the event of a non-employee director’s termination of service prior to the end of the vesting period due to a voluntary resignation from the board or involuntary removal without cause, a prorated portion of the DSUs or RSUs will become vested. In the event of a director’s termination due to death or disability or change-in-control prior to the non-employee director’s termination of service, the vesting period will lapse and the DSUs and RSUs will become fully vested. We have also agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for attending in-person Board and committee meetings.
Director Compensation for 2025 Fiscal Year
Director Compensation for 2025 Fiscal Year The following table summarizes the compensation paid to our non-employee directors for the 2025 Fiscal Year.
Director Compensation for 2025 Fiscal Year
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($)(2) | | Fred M. Diaz | 110,659 | 139,973 | 250,632 | | William W. Douglas III | 155,659 | 139,973 | 295,632 | | Larisa J. Drake | 95,659 | 139,973 | 235,632 | | W. Roy Dunbar | 98,160 | 139,973 | 238,133 | | Jeri L. Isbell | 118,421 | 139,973 | 258,394 | | Judy Sansone | 92,898 | 139,973 | 232,871 | | Jack L. Wyszomierski | 123,160 | 139,973 | 263,133 |
Director Compensation for 2025 Fiscal Year
(1) Reflects the grant date fair value of 1,125 DSUs granted to Ms. Sansone and Messrs. Douglas, Dunbar, and Wyszomierski and of 1,125 RSUs granted to Mr. Diaz and Mses. Drake and Isbell, each of which have met, or are on track to meet, the stock ownership and retention requirements set forth in the Company’s Non-Employee Director Equity Ownership Policy as further described above, on May 14, 2025. The grant date fair values of the DSUs and RSUs are computed in accordance with FASB ASC Topic 718, modified to exclude any forfeiture assumptions related to service-based vesting conditions, determined by dividing the grant value by the closing price of our common stock on the grant date. (2) Total compensation excludes 865 RSUs granted to Mr. Diaz and Mses. Drake and Isbell in May 2024 which vested and settled in the Company’s common stock on May 7, 2025.
CEO Pay Ratio
CEO Pay Ratio For the 2025 Fiscal Year: (i) the total compensation of our median employee (excluding Mr. Black, our CEO) was $72,424; and (ii) the annual total compensation of Mr. Black, our CEO, was $6,177,856. Based on this information, the ratio of the annual total compensation of our CEO to our median employee was 85 to 1.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. The Human Resources & Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” beginning on page 31. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in Company stock price and, therefore, may be higher or lower than the values shown in the “Summary Compensation Table” on page 45.
Pay Versus Performance
| Year | Summary Compensation Table for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs $)(2) | Value of Fixed $100 Investment Based On: | | Net Income Attributable to SiteOne (in millions) ($)(6) | Adjusted EBITDA (in millions) ($)(7) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 6,177,856 | 4,664,073 | 1,484,917 | 1,220,864 | 80.19 | 223.45 | 151.8 | 414.2 | | 2024 | 5,098,557 | 2,845,177 | 1,277,865 | 865,664 | 84.29 | 196.52 | 123.6 | 378.2 | | 2023 | 5,430,348 | 10,254,450 | 1,365,319 | 2,265,867 | 102.44 | 172.08 | 173.4 | 410.7 | | 2022 | 5,474,181 | (7,208,968) | 1,383,791 | (1,091,239) | 73.96 | 115.98 | 245.4 | 464.3 | | 2021 | 6,048,793 | 17,892,904 | 1,489,575 | 3,737,437 | 152.73 | 133.61 | 238.4 | 415.1 |
Pay Versus Performance
Mr. Black was the CEO for each of 2025, 2024, 2023, 2022 and 2021. (2) Reflects the amount of “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following tables set forth the adjustments that were made to our NEOs’ total compensation in the Summary Compensation Table for each year to determine CAP. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.
Pay Versus Performance
| CEO Adjustments(a)(b) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 6,177,856 | 5,098,557 | 5,430,348 | 5,474,181 | 6,048,793 | | Deduct Equity Awards included in Summary Compensation Table | (4,199,864) | (3,899,858) | (3,618,677) | (3,424,675) | (2,997,491) | | Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | 3,933,333 | 3,309,322 | 3,976,083 | 2,294,950 | 5,505,353 | | Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End | (329,246) | (1,395,968) | 1,595,317 | (7,411,707) | 7,944,354 | | Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year | (918,006) | (266,876) | 2,871,379 | (4,141,717) | 1,391,895 | | Total CAP | 4,664,073 | 2,845,177 | 10,254,450 | (7,208,968) | 17,892,904 |
Pay Versus Performance
| Non-CEO Adjustments(a)(b) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 1,484,917 | 1,277,865 | 1,365,319 | 1,383,791 | 1,489,575 | | Deduct Equity Awards included in Summary Compensation Table | (737,285) | (718,598) | (690,865) | (641,866) | (584,358) | | Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | 690,496 | 609,784 | 759,101 | 430,132 | 1,043,847 | | Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End | (58,274) | (262,253) | 299,085 | (1,485,813) | 1,500,370 | | Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year | (158,990) | (41,134) | 533,227 | (777,483) | 288,003 | | Total CAP | 1,220,864 | 865,664 | 2,265,867 | (1,091,239) | 3,737,437 |
Pay Versus Performance
(a) The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. Refer to the “Option Exercises and Stock Vested in 2025 Fiscal Year” table on page 48 for discussion of the valuation assumptions used for equity awards on vesting date. (b) PSUs that settled in 2025 resulted in a payout of 0% of target, PSUs that settled in 2024 resulted in a payout of 111.6% of target and PSUs that settled in 2023 and 2022 each resulted in a payout of 200% of target, computed in accordance with FASB ASC Topic 718. Refer to “Performance Stock Units” on page 41 for the value of PSUs settled in 2025 and discussion of the performance criteria used for PSUs. (3) For 2025, the other NEOs were Messrs. Guthrie, Salmon, and Ketter and Ms. Versaggi. For 2024, the other NEOs were Messrs. Guthrie, Brisendine and Salmon and Ms. Versaggi. For 2023 and 2022, the other NEOs were Messrs. Guthrie, Brisendine, Salmon and Ketter. For 2021, the other NEOs were Messrs. Guthrie, Brisendine, Salmon, Ketter and Greg Weller, our former Executive Vice President, Operations. Total Shareholder Return (“TSR”) is cumulative for the measurement period beginning on December 31, 2020 and ending on December 31, 2021, December 30, 2022, December 29, 2023, December 27, 2024, and December 26, 2025 (which are the last trading days of each fiscal year), calculated in accordance with Item 201(e) of Regulation S-K. The TSR peer group consists of the Dow Jones US Industrial Suppliers Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (6) Reflects Net Income Attributable to SiteOne as shown in the Company’s Annual Report on Form 10-K for 2025, 2024, 2023, 2022 and 2021. (7) We determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link CAP to the Company’s NEOs to Company performance for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A to this Proxy Statement for a reconciliation of Adjusted EBITDA to Net income (loss), the corresponding GAAP financial measure.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following charts show the relationship between CAP and the required financial performance measures in the Pay Versus Performance table above — Company TSR, Peer Group TSR, Net Income Attributable to SiteOne and the Company-selected measure of Adjusted EBITDA.