Business Context and Reporting Period
This Form 8-K was filed by SiteOne Landscape Supply, Inc. on February 5, 2020. The report discloses the grant of performance stock units (PSUs) to certain officers under the Company's 2016 Omnibus Equity Incentive Plan. The awards are effective as of February 5, 2020, with a performance period commencing December 30, 2019, and ending January 1, 2023.
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 is the grant of PSUs to named executive officers. Vesting is contingent upon continued employment and the Company's performance over a three-year period. Performance is measured by pre-tax income plus amortization (EBTA) growth relative to a select peer group, subject to a Return on Invested Capital (ROIC) modifier.
Guidance, Outlook, and Management Commentary
The filing outlines the specific performance criteria for the PSU awards:
- Performance Levels: Awards range from 0% to 200% of the target based on relative EBTA growth percentiles (25th to 75th+).
- ROIC Modifier: A modifier ranging from -20% to +20% is applied based on average ROIC (Below 12% to Above 20%).
- Caps: Total payout is capped at 200% of target. If absolute EBTA growth is negative, the payout is capped at 100% of target.
- Interpolation: Payouts between defined levels are determined via straight-line interpolation.
PSU Awards Granted:
| Executive / Title | Number of PSUs Awarded |
|---|---|
| Doug Black, Chief Executive Officer | 6,641 |
| John Guthrie, Executive Vice President, Chief Financial Officer | 1,229 |
| Briley Brisendine, Executive Vice President, General Counsel | 1,475 |
Investor Verification Checklist
- Verify the definition of the "select peer group" used for relative EBTA growth comparisons.
- Confirm the specific methodology for calculating the ROIC modifier and its impact on final vesting.
- Review the full award agreement for exceptions regarding continued employment and vesting acceleration.
- Monitor future filings for actual performance results against the EBTA and ROIC targets during the 2020-2022 period.