tm223385-2_def14a - none

DEF 14A 1 tm223385-2_def14a.htm DEF 14A tm223385-2_def14a - none - 12.4219186s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Summit Materials, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 18, 2022

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Summit Materials, Inc. (“Summit Materials” or the “Company”) will be held at 8:00 a.m., Central Time, on Wednesday, May 18, 2022, at The Post Oak Hotel at Uptown Houston, 1600 West Loop South, Houston, TX 77027. In addition, stockholders will have the opportunity to attend the Annual Meeting through a virtual web conference at www.virtualshareholdermeeting.com/SUM2022. The Annual Meeting is being held for the following purposes:

	1			To elect the four nominees for director, named in the attached Proxy Statement (the “Proxy Statement”) to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified;
	2			To approve, on a nonbinding advisory basis, the compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement;
	3			To indicate, on a nonbinding advisory basis, whether a nonbinding advisory stockholder vote to approve the compensation of our NEOs should occur every one, two, or three years;
	4			To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and
	5			To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board recommends you vote (i) “FOR” the election of each of the nominees to the Board; (ii) “FOR” the approval, on a nonbinding advisory basis, of the compensation of our NEOs, as disclosed in the Proxy Statement; (iii) for every “ONE YEAR” with respect to how frequently a non-binding advisory stockholder vote to approve the compensation of our NEOs should occur; and (iv) “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm.

The Board has fixed March 23, 2022 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of 2022 Annual Meeting of Stockholders, Proxy Statement and form of proxy are being distributed and made available on or about April 1, 2022. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors

Christopher B. Gaskill
Executive Vice President, Chief Legal Officer and Secretary

Denver, Colorado
April 1, 2022

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SUMMIT MATERIALS
AT A GLANCE

WHO WE ARE

Summit Materials is an integrated supplier of heavy-side construction materials such as aggregates, cement, ready-mix concrete, and asphalt, as well as paving services.

We are vertically integrated and we offer our customers a single-source provider for construction materials and related downstream products. Our operations benefit from Summit’s access to capital, IT resources, performance optimization practices and a highly-experienced management team. We believe this model allows us to realize the benefits of locally invested operators with the expertise and economies of scale of a larger entity.

We provide approximately 5,500 jobs, and we believe our people are our greatest asset. We support our employees with:

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Health and wellness programs

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Training and development programs with broad participation throughout all levels of the Company

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An excellent safety track record

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Robust community engagement including support for local STEM education projects

We value diversity, equity, and inclusion (“DE&I”):

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28% of our workforce identifies as non-white

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56% of our Board of Directors is female and 60% of our executive officers are female, including our Chief Executive Officer

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We have made conscious strides to address DE&I within our business

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We implemented an employee stock purchase plan in 2021 that allows employees to participate in our growth

Our geographic and end-user diversification and integration help us withstand market cycles:

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We operate in 21 states and one Canadian province

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Our end market base is roughly 36% state infrastructure-related and approximately 64% residential and non-residential (based on net revenues)

We focus on sustainability and community involvement to secure a stable and profitable future:

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At Summit, we recognize that robust environmental and social performance is not only the right thing to do but that it is key to achieving our vision to be the most socially responsible integrated construction materials solution provider. To guide us to our vision, our North Star principles were developed through a company-wide strategic assessment. Those principles include:

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Human / Social Impact: Ensuring people and their communities are valued and can thrive.

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Land Reclamation: Measuring every drop of water we consume and returning land better than when we found it.

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Carbon Reduction: Reducing CO2 emissions to reach net zero by 2050.

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Environmental programs support sustainability and profitability:

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We have established both 2030 and 2050 targets for each of the North Star Pillars. Target setting was completed hand-in-hand with the development of our Elevate strategy. We embedded ESG targets in the planning process to ensure business decisions are made with sustainability considerations in mind. Further details for each target are found within our 2021 ESG Report.

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Recycled more than 388,000 tons of concrete and more than 11,000 tons of recycled materials including metals, plastics, paper and cardboard in 2021.

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Recycled asphalt accounted for 13% of total tons produced in 2021.

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On average, 39.8% of our cement plants’ energy came from alternative fuel in 2021. This equates to the amount of power that an estimated 10,200 American homes use in one year. (1)

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In 2021, our Davenport, Iowa Cement Plant’s Wildlife Restoration Area was awarded Gold Tier Conservation Certification by the Wildlife Habitat Council.

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We remain focused on exploring new, innovative ways in which we can meaningfully reduce the environmental impact where we operate and are wholly in support of achieving carbon neutrality by 2050:

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Continuing to expand our Green America Recycling facility to increase our use of alternative fuels.

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Commercializing Portland Limestone Cement (“PLC”), a cement that requires less emissions to produce.

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Piloting next generation low carbon concrete.

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Partnering with universities in artificial intelligence solutions for ready-mix concrete optimization.

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We provide free Earth Sciences lesson plans that meet Rocks and Minerals Curriculum standards in North America.

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Our employees volunteered in several charity initiatives within their communities through company sponsored engagement, with organizations such as United Way and Feeding America.

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Our vendor code of conduct, human rights, and environmental policies govern our interactions with our stakeholders.

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Our sustainability website (summit-materials.com/sustainability/) includes our sustainability report, which aligns with the Sustainability Accounting Standards Board (SASB) Construction Materials Standard, and further describes our deep commitment to the environment and the communities in which we operate.

According to the U.S. Energy Information Administration, in 2020, the average annual electricity consumption for a U.S. residential utility customer was 10,715 kilowatt hours (kWh), an average of about 893 kWh per month. https://www.eia.gov/tools/faqs/faq.php?id=97&t=3.

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The Company’s strong performance was reflected in net income of $152 million.

2021 PERFORMANCE

In 2021, net revenue increased 4.6% over 2020, and we reported earnings of $152.2 million, or $1.29 per basic share.

Operating income increased 12.4% to $253.1 million:

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Strong net revenue gains in our aggregates, ready-mix concrete, and cement lines of business

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Net revenue growth across all three reporting Segments

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Net income attributable to Summit of $152.2 million, adjusted cash gross profit of $673.3 million, adjusted EBITDA of $520.1 million and free cash flow of $161.6 million*

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We focused on sustainable growth with investments in greenfields while advancing strategic divestitures that enhanced our market leadership

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Reduced our leverage ratio to 2.5X Net Debt to Adjusted EBITDA (a non-GAAP financial measure) at year end 2021, the lowest debt ratio in the Company’s history

Adjusted cash gross profit, EBITDA and free cash flow are non-GAAP financial measures; see “Reconciliation of Non-GAAP Measures to GAAP” on Annex A.

OUR GOVERNANCE

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Separate independent Chairman and Chief Executive Officer

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56% of Board members are female

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Age diversity on the Board; short average tenure; no over-boarded directors

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In 2021, the Board was declassified and the supermajority voting requirement necessary to amend certain provisions of the Company’s charter and to remove a director was eliminated

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The Board includes senior operational and financial executives with materials, technology, supply chain and investor expertise

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Letter from the Chairman

To Our Valued Stakeholders:

In 2021, Summit Materials pursued the highest standards of governance and value creation as it launched its Elevate Summit Strategy. We believe that the unique combination of Summit’s heavyside building materials business, with its presence in expanding rural and exurban markets, presents compelling opportunities for growth, and now Summit is positioned to lead for the long term.

As a Board, we’re invigorated by the transformation brought about by the Elevate Summit Strategy and the exciting path ahead. During the first year of the Elevate Summit Strategy, the Company posted a 99.9% total shareholder return and redeemed $300 million of 5.125% senior notes.

In 2021 we continued to pursue governance best practices by:

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De-classifying our Board,

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Eliminating supermajority voting requirements,

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Achieving Board and Executive gender parity with over 50% female membership of each,

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Receiving shareholder approval for an employee stock purchase plan, and

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Renaming and restructuring the charters of two Board committees to reflect an increased focus on Board oversight of environmental, social & governance (ESG) matters.

Specifically, we now have a Human Capital and Compensation Committee and Governance and Sustainability Committee and an expanded charter for our Audit Committee to more clearly reflect Board oversight of critical ESG matters and related disclosures, including diversity, equity and inclusion, talent acquisition, sustainability, and environmental risk.

We were delighted to add Tamla Oates-Forney to our Board of Directors in 2021. Ms. Oates-Forney brings important perspective on human capital, cultivated through her leadership roles at Waste Management as well as at GE, where she was the highest ranking African American female executive. She joins Summit’s Board at a time when an emphasis on hiring, retention and employee development is imperative to foster strategic growth and market leadership.

In summary, 2021 has been the most exciting and transformative year for Summit Materials since our IPO. We thank you for your continued support, and look forward to building on that success.

Sincerely,

Howard Lance
Chairman of the Board of Directors
Summit Materials, Inc.

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	OUR BOARD OF DIRECTORS					1
	Item 1—Election of Directors					1
	Who We Are					2
	Directors Whose Terms Expire at the 2022 Annual Meeting					2
	Directors Whose Terms Expire at the 2023 Annual Meeting					6
	Directors Whose Terms Expire at the 2024 Annual Meeting					8
	Board Organization					11
	Board Operations					15
	Director Compensation					18
	OUR PAY					20
	Item 2—Nonbinding Advisory Vote on the Compensation or our NEOs					21
	Item 3—Nonbinding Advisory Vote on the Frequency of Solicitation of Nonbinding Advisory Stockholder Approval of the Compensation of Our NEOs					22
	Compensation Committee Report					23
	Compensation Discussion and Analysis—Executive Summary					24
	Compensation Discussion and Analysis—What We Paid					25
	Compensation Discussion and Analysis—How We Paid					33
	Compensation Tables					38
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table					40
	OUR AUDITORS					47
	Item 4—Ratification of Appointment of KPMG					47
	Independent Registered Public Accounting Firm					48
	Audit Committee Report					49
	OUR RELATIONSHIPS					50
	Certain Relationships and Related Person Transactions					50
	Statement of Policy Regarding Transactions with Related Persons					52
	OUR STOCKHOLDERS					53
	Holdings of Major Stockholders					53
	USERS’ GUIDE					55
	ANNEX A: RECONCILIATION OF NON-GAAP MEASURES TO GAAP					59

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OUR BOARD OF DIRECTORS

	ITEM 1 ELECTION OF DIRECTORS
	The board of directors (the “Board”) of Summit Materials, Inc. (“Summit Materials” or the “Company”) currently has nine seats, divided into three classes: Class I, Class II and Class III. • Our Class I directors are Joseph S. Cantie, Anne M. Cooney, Anne P. Noonan and Tamla Oates-Forney and their terms will expire at this Annual Meeting. • Our Class II directors are John R. Murphy and Steven H. Wunning, and their terms will expire at the 2023 Annual Meeting. • Our Class III directors are Howard L. Lance, Anne K. Wade and Susan A. Ellerbusch, and their terms will expire at the 2024 Annual Meeting. At the Company’s 2021 Annual Meeting, the Company’s stockholders approved and adopted an amendment to the Company’s amended and restated Certificate of Incorporation (the “Charter”) to remove the three separate classes of directors of the Board and replace with one class of directors (the “Declassification Amendment”). As a result, (i) the current Class I directors will be elected at this Annual Meeting to serve for a term of one year, (ii) the current Class I and II directors will be elected at the 2023 Annual Meeting to serve for a term of one year, and (iii) the current Class I, II and III directors will be elected at the 2024 Annual Meeting to serve for a term of one year, at which time all directors will be elected to serve for one year terms at all subsequent Annual Meetings. Accordingly, the Board proposes that Mr. Cantie and Mss. Cooney, Noonan and Oates-Forney be reelected to Class I for a one-year term expiring at the 2023 Annual Meeting. Each nominee for director will, if elected, continue in office until the 2023 Annual Meeting and until the director’s successor has been duly elected and qualified, or until the earlier of the director’s death, resignation or removal. The proxy holders named on the proxy card intend to vote the proxy (if you are a stockholder of record) for the election of each of these nominees, unless you indicate on the proxy card that your vote should be withheld for any of the nominees. Under Securities and Exchange Commission (“SEC”) rules, proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has consented to be named as a nominee in this Proxy Statement and to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the other nominees and may be voted for a substitute nominee, unless the Board chooses to reduce the number of directors serving on the Board.

THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE

2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS | 1

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Who We Are

We, the members of your Board, take seriously our jobs of overseeing Summit Materials on your behalf and on behalf of our employees, customers, suppliers and other stakeholders, all of whom uniquely matter to us.

The Board has nominated four directors to be elected at the Annual Meeting to each serve for one-year terms ending with the 2023 Annual Meeting of Stockholders and until a successor is duly elected and qualified, or until the earlier of the director’s death, resignation or removal. Each nominee is currently a director of the Company and has agreed to serve if elected. The age shown below for each director is as of May 18, 2022, which is the date of the Annual Meeting.

Directors Whose Terms Expire at the 2022 Annual Meeting

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Joseph S. Cantie

Age: 58

Director since 2016

BOARD COMMITTEES

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Audit

OTHER BOARDS

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TopBuild Corp

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Howmet Aerospace Inc.

Joseph S. Cantie is the former Executive Vice President and Chief Financial Officer of ZF TRW, a division of ZF Friedrichshafen AG, a global automotive supplier, a position he held from May 2015 until January 2016.

Career Highlights

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Executive Vice President and Chief Financial Officer, TRW Automotive Holdings Corp., which was acquired by ZF Industries in May 2015 (2003-2015)

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Various executive positions at TRW Automotive Holdings Corp. (1999-2003)

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Various executive positions, including Vice President and Controller of LucasVarity Plc (1996-1999)

Skills / Experience

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Financial and operating experience

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Extensive knowledge of the industrial sector

Education

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BS, State University of New York at Buffalo

Also…

Mr. Cantie spent 10 years at KPMG and is a certified publicaccountant.

2 | SUMMIT MATERIALS 2022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

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Anne M. Cooney

Age: 62

Director since 2018

BOARD COMMITTEES

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Human Capital and Compensation

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Governance and Sustainability (Chair)

OTHER BOARDS

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The Manitowoc Company, Inc.

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WESCO International, Inc.

Anne M. Cooney is the former President of the Process Industries and Drives Division of Siemens Industry, Inc., a division of Siemens AG, a multinational conglomerate primarily engaged in industrial engineering, electronics, energy, healthcare and infrastructure activities, a position she held from October 2014 until her retirement in December 2018.

Career Highlights

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President, Process Industries and Drives Division of Siemens Industry, Inc. (2014-2018)

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Chief Operating Officer, Siemens Healthcare’s Diagnostics division (2011-2014)

SEC Form DEF 14A filed by Summit Materials Inc.