Business Context and Reporting Period
This Form 8-K filing by SiteOne Landscape Supply, Inc. (NYSE: SITE) was submitted on February 5, 2025. The report discloses the granting of Performance Stock Units (PSUs) to certain officers and named executive officers under the Company's 2020 Omnibus Equity Incentive Plan.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
Effective February 5, 2025, the Human Resources and Compensation Committee granted PSUs to five named executive officers. The awards are subject to a three-year performance period commencing December 30, 2024, and ending January 2, 2028. Vesting is contingent upon continued employment.
Performance Criteria
- 70% of Award: Based on relative pre-tax income plus amortization expense for intangible assets (EBTA) growth versus a select peer group.
- 30% of Award: Based on absolute average Return on Invested Capital (ROIC).
Performance Targets
| Performance Level | Relative EBTA Growth | % Target Award (70% portion) | Absolute Avg. ROIC | % Target Award (30% portion) |
|---|---|---|---|---|
| Maximum | >= 75th percentile | 200% | >= 20% | 200% |
| Target | 50th percentile | 100% | 16% | 100% |
| Threshold | 25th percentile | 50% | 12% | 50% |
| < Threshold | < 25th percentile | 0% | < 12% | 0% |
Note: Payout on relative EBTA growth is capped at 100% of target if the Company's absolute EBTA growth is negative. Interpolation applies between levels.
PSU Awards by Executive
- Doug Black, CEO: 15,460 PSUs
- Briley Brisendine, EVP, General Counsel and Secretary: 3,036 PSUs
- John Guthrie, EVP, CFO and Assistant Secretary: 3,036 PSUs
- Scott Salmon, EVP, Strategy and Development: 2,668 PSUs
- Joseph Ketter, EVP, Human Resources: 2,576 PSUs
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or management commentary on operational performance. The primary risk disclosed relates to the vesting conditions, which are contingent upon the Company meeting specific financial metrics (EBTA and ROIC) and the executives' continued employment.
Key Facts for Investor Verification
- Verify the specific peer group used for the relative EBTA growth calculation.
- Confirm the Company's current absolute EBTA growth trajectory to assess the likelihood of the 100% payout cap on the 70% portion of the award.
- Review the full text of the Form of Performance Stock Unit Award Agreement (Exhibit 10.1) for specific exceptions to the continued employment requirement.
- Monitor future filings for actual performance results against the 12% (Threshold), 16% (Target), and 20% (Maximum) ROIC benchmarks.