Business Context and Reporting Period
This Form 8-K Current Report was filed by SiteOne Landscape Supply, Inc. on February 10, 2022. The filing discloses the grant of Performance Stock Units (PSUs) to certain officers under the Company's 2020 Omnibus Equity Incentive Plan, effective February 10, 2022.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on executive compensation arrangements and performance metrics rather than reporting period financial results.
Material Changes and Executive Compensation
The Company granted PSUs to five named executive officers. The awards are contingent on performance over a three-year cycle (January 3, 2022, to December 29, 2024). Vesting is based on:
- Relative EBTA Growth: Pre-tax income plus amortization growth relative to a select peer group.
- ROIC Modifier: A Return on Invested Capital modifier adjusts the payout based on average ROIC performance.
Performance Criteria:
- Maximum Payout: 200% of target if Relative EBTA Growth is >= 75th percentile and ROIC is >20%.
- Target Payout: 100% of target if Relative EBTA Growth is at the 50th percentile and ROIC is 12%-20%.
- Threshold Payout: 50% of target if Relative EBTA Growth is at the 25th percentile and ROIC is <12%.
- Zero Payout: If Relative EBTA Growth is below the 25th percentile or if absolute EBTA growth is negative (capped at 100% of target in negative growth scenarios).
PSU Awards Granted:
| Executive / Title | Number of PSUs |
|---|---|
| Doug Black, Chief Executive Officer | 6,317 |
| Briley Brisendine, Executive Vice President, General Counsel and Secretary | 1,300 |
| John Guthrie, Executive Vice President, Chief Financial Officer and Assistant Secretary | 1,300 |
| Scott Salmon, Executive Vice President of Strategy and Development | 1,114 |
| Joseph Ketter, Executive Vice President of Human Resources | 1,021 |
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, management commentary on market outlook, or specific risk factors beyond the standard vesting contingencies (continued employment). The performance metrics imply a strategic focus on relative profitability growth and capital efficiency (ROIC) compared to peers.
Investor Verification Checklist
- Verify the specific peer group selected for the Relative EBTA Growth calculation.
- Review the full text of the Performance Stock Unit Award Agreement (Exhibit 10.1) for specific definitions of "non-recurring items" and ROIC calculation methodologies.
- Monitor future 10-Q and 10-K filings to track the Company's progress toward the 12%-20% ROIC target and 50th percentile EBTA growth.
- Confirm the impact of these awards on future dilution and compensation expense recognition.