SiteOne Landscape Supply Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Performance Unit Awards
Effective February 5, 2025, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of SiteOne Landscape Supply, Inc. (the “Company”) granted performance stock units (“PSUs”) under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) to certain of the Company’s officers, including certain named executive officers. The PSUs will be earned based upon the Company’s performance over a three-year period, commencing December 30, 2024 and ending January 2, 2028. Seventy percent (70%) of the award will be measured by the Company’s pre-tax income plus amortization expense for intangible assets (“EBTA”) growth relative to a select peer group (excluding non-recurring items). Thirty percent (30%) of the award will be measured by the Company’s return on invested capital (“ROIC”). Vesting of PSUs is contingent upon each named executive’s continued employment, subject to certain exceptions as set forth in the PSU award agreement.
The table below sets forth the performance criteria for the PSUs:
| Performance
Level |
Relative EBTA Growth |
%
Target Award (for 70% of Target Award) |
Absolute
Avg. ROIC |
%
Target Award (for 30% of Target Award) |
|||||
| Maximum | >=75th percentile | 200% | >=20% | 200% | |||||
| Target | 50th percentile | 100% | 16% | 100% | |||||
| Threshold | 25th percentile | 50% | 12% | 50% | |||||
| <Threshold | <25th percentile | 0% | <12% | 0% |
| · | Payout on relative EBTA growth performance capped at 100% of target if Company’s absolute EBTA growth is negative. | |
| · | Payout for performance between levels noted above shall be determined using straight-line interpolation between threshold and target and between target and maximum for each metric, as applicable. |
The table below sets forth the number of PSUs awarded to the Company’s named executive officers by the Committee:
| Executive / Title | Number of PSUs Awarded | |||
| Doug Black, Chief Executive Officer | 15,460 | |||
| Briley Brisendine, Executive Vice President, General Counsel and Secretary | 3,036 | |||
| John Guthrie, Executive Vice President, Chief Financial Officer and Assistant Secretary | 3,036 | |||
| Scott Salmon, Executive Vice President, Strategy and Development | 2,668 | |||
| Joseph Ketter, Executive Vice President, Human Resources | 2,576 | |||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of Performance Stock Unit Award Agreement under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SITEONE LANDSCAPE SUPPLY, INC. | ||
| By: | /s/ Briley Brisendine | |
| Briley Brisendine | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: February 10, 2025
EXHIBIT
INDEX TO CURRENT REPORT ON FORM 8-K
Dated February 10, 2025
| 10.1 | Form of Performance Stock Unit Award Agreement under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan. |