Siteone Landscape Supply, Inc. current report, 07 February 2024

Full document

Business Context and Reporting Period

This Form 8-K filing by SiteOne Landscape Supply, Inc. (NYSE: SITE) was submitted on February 7, 2024. The report details the grant of Performance Stock Units (PSUs) to certain officers and named executive officers under the Company's 2020 Omnibus Equity Incentive Plan.

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 current period financial results.

Material Changes and Executive Compensation

Effective February 7, 2024, the Human Resources and Compensation Committee granted PSUs to five named executive officers. The awards are contingent on performance over a three-year cycle (January 1, 2024, to January 3, 2027). The specific awards granted are as follows:

  • Doug Black (CEO): 12,375 PSUs
  • Briley Brisendine (EVP, General Counsel): 2,459 PSUs
  • John Guthrie (EVP, CFO): 2,459 PSUs
  • Joseph Ketter (EVP, Human Resources): 2,062 PSUs
  • Scott Salmon (EVP, Strategy and Development): 2,141 PSUs

Performance Criteria and Outlook

Vesting is based on the Company's pre-tax income plus amortization (EBTA) growth relative to a select peer group, subject to a Return on Invested Capital (ROIC) modifier.

  • Performance Levels:
    • Maximum (200% of Target): Relative EBTA growth >= 75th percentile.
    • Target (100% of Target): Relative EBTA growth at 50th percentile.
    • Threshold (50% of Target): Relative EBTA growth at 25th percentile.
    • Below Threshold: 0% payout if growth is below the 25th percentile.
  • ROIC Modifier:
    • +20%: If average ROIC is >20%.
    • 0%: If average ROIC is between 12% and 20%.
    • -20%: If average ROIC is <12%.
  • Caps and Conditions: Total payout is capped at 200% of target. If absolute EBTA growth is negative, the payout is capped at 100% of target regardless of relative performance.

Investor Verification Checklist

  • Verify the specific peer group used for relative EBTA growth comparisons.
  • Confirm the definition of "non-recurring items" excluded from the EBTA calculation.
  • Review the full PSU award agreement (Exhibit 10.1) for specific vesting acceleration clauses or exceptions to continued employment requirements.
  • Monitor future filings for the Company's absolute and relative EBTA growth to assess potential payout scenarios.