Business Context and Reporting Period
This Form 8-K Current Report was filed by SiteOne Landscape Supply, Inc. on February 6, 2019. The filing discloses the grant of Performance Stock Units (PSUs) to certain officers under the Company's 2016 Omnibus Equity Incentive Plan.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material event reported is the approval and grant of PSUs effective February 6, 2019. The awards are tied to a three-year performance period commencing December 31, 2018, and ending January 2, 2022.
Guidance, Outlook, and Management Commentary
The filing details the performance criteria for the PSUs, which are 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 absolute performance levels (Above Target, Target, Below Target).
- Payout Caps: Total payout is capped at 200% of target. If absolute EBTA growth is negative, the payout is capped at 100% of target.
Award Allocation:
| Executive / Title | Number of PSUs Awarded |
|---|---|
| Doug Black, Chief Executive Officer | 11,145 |
| John Guthrie, Executive Vice President, CFO | 2,180 |
| Briley Brisendine, Executive Vice President, General Counsel | 2,180 |
| Ross Anker, Executive Vice President, Category Management | 2,180 |
Vesting is contingent upon continued employment through the performance period.
Investor Verification Checklist
- Verify the specific peer group used to calculate relative EBTA growth.
- Review the full text of the Performance Stock Unit Award Agreement (Exhibit 10.1) for specific vesting acceleration clauses or exceptions.
- Monitor future filings for the Company's absolute EBTA growth to determine if the 100% payout cap for negative growth applies.
- Confirm the Company's ROIC performance against the 12%-20% target range to assess potential modifiers.