EX-99.(E)(1) 2 ea023630401ex-e1_beacon.htm EXCERPTS FROM THE COMPANY'S ANNUAL REPORT ON FORM 10-K, FILED ON MARCH [31], 2025

Exhibit (e)(1)

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides detail on the Company’s compensation for our Chief Executive Officer, each individual who served as our Chief Financial Officer during Fiscal Year 2024, and the three other most highly compensated executive officers (collectively, our “NEOs”), including the overall objectives of our compensation program, each element of compensation provided, and an explanation of the reasons for the compensation decisions we have made for these individuals with respect to Fiscal Year 2024.

Our NEOs for Fiscal Year 2024 are:

• Julian G. Francis, our President and Chief Executive Officer;

• Prithvi S. Gandhi, our Executive Vice President and Chief Financial Officer;

• Jason L. Taylor, our President, West Division;

• Jonathan S. Bennett, our President, North Division (formerly our Executive Vice President and Chief Commercial Officer);

• James J. Gosa, our former Executive Vice President and Chief Commercial Officer (formerly our President, North Division);

• Carmelo Carrubba, our former Interim Chief Financial Officer; and

• Frank A. Lonegro, our former Executive Vice President and Chief Financial Officer.

In early Fiscal Year 2024, Mr. Lonegro voluntarily resigned from the Company, and forfeited his unvested equity awards and Fiscal Year 2023 annual cash incentive. Mr. Lonegro was not entitled to severance upon his resignation. On January 8, 2024, the Company appointed Mr. Carrubba to serve as the Company’s Interim Chief Financial Officer, effective as of January 20, 2024, and he served in such role until Mr. Gandhi’s appointment as Executive Vice President and Chief Financial Officer, effective as of May 6, 2024.

During Fiscal Year 2024, Mr. Bennett served as the Company's Executive Vice President and Chief Commercial Officer and Mr. Gosa served as President, North Division. Effective January 1, 2025, Mr. Bennett assumed the position of President, North Division and Mr. Gosa assumed the position of Executive Vice President and Chief Commercial Officer. In March 2025, Mr. Gosa voluntarily resigned from the Company, and forfeited his unvested equity awards. Mr. Gosa was not entitled to severance upon his resignation.

Overview

The responsibilities of our Compensation Committee are to review our compensation and benefit plans for alignment with our objectives, recommend to the Board the annual compensation of our Chief Executive Officer, review our Chief Executive Officer’s recommendations on, and approve the compensation of our other NEOs, and make recommendations for adopting or changing major compensation policies and practices. The Compensation Committee also administers and approves equity awards under our stock plan and administers and approves awards to our NEOs under our cash incentive plan.

Objectives and Summary of Compensation Program

Our compensation practices are intended to attract, motivate and retain high performing executives in a competitive marketplace as well as align such executives’ total compensation with the long-term interests of our stockholders and the attainment of our annual and long-term financial goals. The program is designed to provide our NEOs with compensation that is industry competitive, internally equitable and commensurate with their skills, knowledge, experience, performance, results, and responsibilities.

The principal elements of compensation of our NEOs consists of base salary, annual cash incentives, and long-term equity incentive compensation in the form of Company stock options and restricted stock unit awards, as further described below:

Principal Element		Form	Objectives

Base Salary		Cash	• Hire and retain top-caliber talent through competitive base salaries • The only fixed pay component of executive compensation
Annual Cash Incentive		Cash	• Support pay-for-performance culture with clearly established goals and metrics • Motivate and retain executives through the potential for significant cash compensation by achieving established goals that deliver stockholder value • Designed to provide market competitive cash payouts for performance in key financial and operational metrics
Long-Term Equity	Performance-Based Awards	Performance-Based Restricted Stock Units	• Connect executive pay and the long-term success of the Company • Metrics for performance-based annual grants are established for a three-year period and reward achievement of long term Adjusted EBITDA Margin Percentage and Organic Net Sales Growth goals
Long-Term Equity	Time-Based Awards	Stock Options and Time-Based Restricted Stock Units	• Align executives’ interests with those of shareholders • Retain executives with time-based restricted stock unit grants • Support Company Stock Ownership Guidelines that require meaningful stock ownership by executives.

Emphasis on Variable Pay

Approximately half of our Chief Executive Officer’s and nearly half of our other NEOs’ target compensation is at-risk compensation directly contingent on performance. Actual annual cash incentives and the annual performance-based restricted stock unit awards (excluding the A25 Performance Stock Units) as described above are subject to the achievement of pre-established performance requirements and designed to align pay to stockholder value. Base salary and other fixed elements of compensation are essential to any compensation program and enable the recruitment and retention of top talent. However, we believe that variable compensation for our most senior executives should be a material component of target compensation for our NEOs. Our 2024 NEO compensation reflects this philosophy. The following charts illustrate the target pay mix for our Chief Executive Officer and other NEOs (as an average) for Fiscal Year 2024:

Use of Consultants and Peer Group Data

The Company establishes executive compensation levels through evaluation of a comprehensive benchmarking analysis prepared every two years by Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant retained by the Compensation Committee. The Compensation Committee considered various factors bearing upon FW Cook’s independence and determined that FW Cook is independent and that its engagement did not present any conflicts of interest. FW Cook provides no other services to the Company.

Although the Company does not use strict numeric benchmarking to establish individual executive compensation levels, the Company takes into account the 25^th percentile, median, and 75^th percentile levels of compensation for similarly situated executives at the peer group companies used by the Compensation Committee to guide executive compensation decisions. Where direct comparisons are not available from the peer group, we utilize market-based executive pay survey data on similarly situated executives to help guide our decisions. Because job content, accountability, responsibility and performance criteria vary from one company to the next, our Compensation Committee uses the market data and median levels of similarly situated executives’ information as a guideline in exercising its discretion in determining compensation for our NEOs.

In reviewing and determining executive compensation levels for Fiscal Year 2024, FW Cook utilized a competitive market analysis completed in August 2023 from a peer group of distribution companies, most of which are of similar sales, earnings, market capitalization, number of employees, and complexity as the Company, in developing its recommendations for executive compensation to the Compensation Committee. Based on the review performed by FW Cook, and at its recommendation, the Compensation Committee utilized the following peer group in assessing our executive compensation for Fiscal Year 2024:

Applied Industrial Technologies, Inc.

Boise Cascade Company

Builders FirstSource, Inc.

Core & Main, Inc.

Fastenal Company

GMS Inc.

Henry Schein, Inc.

LKQ Corporation

MRC Global Inc.

MSC Industrial Direct Co., Inc.

Owens & Minor, Inc.

Patterson Companies, Inc.

Pool Corporation

SiteOne Landscape Supply, Inc.

TopBuild Corp.

Univar Solutions Inc.

Veritiv Corporation

Watsco, Inc.

W.W. Grainger, Inc.

WESCO International, Inc.

For Fiscal Year 2024, the Compensation Committee updated the peer group to add Core & Main, Inc. and TopBuild Corp. The updated peer group was the result of FW Cook’s review of the current peer companies and other potential peer companies based on industry and similar revenues, market capitalization and other relevant metrics. The Compensation Committee used the peer group data as general guidance, together with other information such as general business trends, the competitiveness of the markets in which we operate, individual performance, and its own judgment in setting overall executive compensation.

Results of Say-on-Pay Vote

The Compensation Committee also considered the results of the then most recent stockholder advisory vote on our executive compensation held on May 17, 2023, at which over 99% of the votes cast supported the compensation of our NEOs. (Because our Compensation Committee typically establishes compensation early in the year, prior to our annual meeting, it reviews the previous year’s stockholder advisory vote when setting NEO compensation.) Subsequently, at the Company’s 2024 Annual Meeting, our stockholders approved the Company’s NEO compensation, with over 89% of the votes cast being voted in favor. Although the approval was advisory in nature, the Compensation Committee viewed the overwhelmingly positive response, along with the average support of 98% of votes cast in favor of the previous five advisory votes on NEO compensation, as confirmation that our stockholders generally believe that the pay of our NEOs is appropriately aligned with their performance and the performance of the Company as well as the interests of our stockholders. Accordingly, the Compensation Committee did not make any changes to our executive compensation program in response to the results of such advisory vote at the Company's 2024 Annual Meeting.

Base Salaries

The first element of our compensation program is base salary. Each year, our Board evaluates the performance of our Chief Executive Officer, and the Compensation Committee considers the Board’s evaluation in determining an appropriate overall compensation package for our Chief Executive Officer. The Compensation Committee recommends the salary of our Chief Executive Officer to the full Board in light of that evaluation and other factors described below. Base salaries of our NEOs other than the Chief Executive Officer are set annually by the Compensation Committee, taking into account the recommendations of the Chief Executive Officer.

The Compensation Committee considers a number of factors when evaluating our Chief Executive Officer’s recommendations regarding base salaries for our other NEOs. Periodically, the Compensation Committee reviews industry-specific compensation surveys that provide detailed information regarding the compensation practices of industry peers, competitors and companies of similar market value and revenue. The Compensation Committee also considers the compensation recommendations provided by FW Cook. Other information that the Compensation Committee deems relevant, such as general business trends, the competitiveness of the markets in which we operate and special circumstances also may be considered in its evaluation.

Based on such process, Mr. Francis’ base salary of $950,000 was maintained by the Compensation Committee for Fiscal Year 2024. The Compensation Committee considered the following quantitative and qualitative factors in evaluating our Chief Executive Officer’s performance and setting his compensation: the Company’s performance and relative total stockholder return, the value of Mr. Francis’ leadership, the compensation plans of chief executive officers of comparable companies, and the recommendation of our independent compensation consultant.

The base salary of each other NEO is recommended by our Chief Executive Officer to the Compensation Committee after evaluating each NEO’s performance over the year in consideration of (i) the Company’s overall financial performance, (ii) the individual’s performance and contributions to the Company during the preceding year, (iii) industry and peer company compensation data and (iv) other relevant factors (for example, market conditions). Based on such process, the following base salaries were approved by the Compensation Committee for Fiscal Year 2024:

Fiscal Year 2024 Base Salaries
Name and principal position¹	Base Salary ($)
Prithvi S. Gandhi² Executive Vice President and Chief Financial Officer	$ 560,000
Jason L. Taylor President, West Division	$ 500,000
Jonathan S. Bennett President, North Division	$ 600,000
James J. Gosa Former Executive Vice President and Chief Commercial Officer	$ 500,000

1. Mr. Carrubba’s base salary for Fiscal Year 2024 of $370,000 was set by the CEO prior to, and independent of, his appointment as Interim Chief Financial Officer. Mr. Lonegro resigned prior to the date in which our Chief Executive Officer recommended NEO base salary levels to the Compensation Committee.

2. Mr. Gandhi’s base salary was established in connection with his hiring in May 2024 and was based on a review of industry and peer company compensation data with consideration for his pay at his previous employer.

Annual Cash Incentives

The second element of our compensation program is an annual cash incentive. Annual cash incentives are a significant component of executive compensation, reflecting the Company’s belief that management’s contribution to long-term stockholder returns (via increasing stock price) comes from increasing current earnings and asset utilization and properly preparing the Company for future earnings growth. We believe these incentives play a key role in enabling us to attract, retain and motivate our employees.

For performance-based compensation, the annual cash incentive performance goals are based on earnings before interest, income taxes, depreciation and amortization, stock-based compensation, acquisition costs, and restructuring costs (“Adjusted EBITDA”, which is a non-GAAP financial measure), as further adjusted to exclude the financial results of acquisitions not completed at the time budgets are established (“AEBITDA”) and operating working capital as a percentage of net sales (“Operating Working Capital”), as well as an individual performance component. The numerator in the Operating Working Capital calculation is defined as inventory plus accounts receivable less accounts payable. The Operating Working Capital calculation is based on thirteen (13)-month average Operating Working Capital divided by trailing twelve (12)-month net sales, as reported in the Company’s consolidated financial statements in the Original Form 10-K. The long-term equity incentive compensation plan performance goals are Adjusted EBITDA margin percentage, defined as Adjusted EBITDA as a percent of fiscal year net sales (“Adjusted EBITDA Margin Percentage”), and organic net sales growth, defined as the rate of organic net sales growth of new and existing branches over the fiscal year (“Organic Net Sales Growth”). For purposes of the long-term equity compensation plan goals, Organic Net Sales Growth excludes net sales growth from acquired branches until they have been under ownership for at least four full fiscal quarters at the start of the reporting period.

For Fiscal Year 2024, under the terms of our annual cash incentive plan, a target incentive amount was set for each participant. Those amounts are set forth below in the 2024 Grants of Plan-Based Awards table under the heading “Estimated future payouts under non-equity incentive plan awards—Target.”

The incentives for our NEOs were based on the following: (i) 60% on a Company-wide AEBITDA target for Messrs. Francis, Gandhi, and Bennett, 70% on a Company-wide AEBITDA target for Mr. Carrubba, and 60% on a division AEBITDA target for Messrs. Gosa and Taylor, with Mr. Gosa’s incentive based on the North Division target and Mr. Taylor's incentive based on the West Division target; (ii) 20% on a Company-wide Operating Working Capital target for Messrs. Francis, Gandhi, Bennett, Gosa and Taylor; and (iii) 20% (30% for Mr. Carrubba) on qualitative performance evaluations of strategic performance goals (“individual goals”).

The following table shows potential payouts for all NEOs, except Mr. Carrubba, for each of the three targets at threshold, target and maximum, both as a percentage of the incentive related to the individual target and as a percentage of the total incentive:

AEBITDA (Weighted at 60% in the Annual Cash Incentive Plan)
	Achievement Level
	Threshold (Corporate: $80M below Target / Division: $30M below Target)		Target		Maximum (Corporate: ≥$100M above Target /Division: ≥ $40M above Target)
Payout as Percentage of AEBITDA Target		50%		100%		200%
Payout as Percentage of Total Incentive		30%		60%		120%

Operating Working Capital (Weighted at 20% in the Annual Cash Incentive Plan)
	Achievement Level
	Threshold (≤75 basis points above Target)		Target		Maximum (≥75 basis points below Target)
Payout as Percentage of Operating Working Capital Target		20%		100%		200%
Payout as Percentage of Total Incentive		4%		20%		40%

Individual Goals (Weighted at 20% in the Annual Cash Incentive Plan)
	Achievement Level
	Threshold		Target		Maximum
Payout as Percentage of Individual Goals Target		Payouts below target for achievement below expectations may range as low as 0% payout		100%		200%
Payout as Percentage of Total Incentive		Payouts below target for achievement below expectations may range as low as 0% payout		20%		40%

Mr. Carrubba’s incentive is based on the same threshold, target and maximum in the table above but is weighted 70% for AEBITDA and 30% for individual goals.

Payouts between threshold achievement and target achievement and between target achievement and maximum achievement are adjusted on the basis of straight-line interpolation (except for individual goals).

The Chair of the Compensation Committee, in consultation with our Board Chair and each other member of the Board, performs the individual goal evaluations of our Chief Executive Officer, and our Chief Executive Officer performs the individual goal evaluations of the remaining NEOs. In each case, the results are then presented to and discussed with the Compensation Committee, and in the case of the Chief Executive Officer, presented to and discussed with the Board.

For the Fiscal Year 2024 annual cash incentive plan, the Company achieved a Company-wide AEBITDA of approximately $905.2 million compared to the established target of $950.0 million. For Fiscal Year 2024, the North Division achieved AEBITDA of $310.9 million compared to the established target of $304.5 million. For Fiscal Year 2024, the West Division achieved AEBITDA of $423.9 million compared to the established target of $402.0 million. For Fiscal Year 2024, the Company achieved an Operating Working Capital as a percent of trailing twelve (12)-month sales of 18.20%, compared to an established target of 17.15%, 105 basis points worse than target. Our Board established the Fiscal Year 2024 Company and division AEBITDA targets and the Operating Working Capital target as part of the Company’s budget and long-range planning process, which includes but is not limited to a review of historical and expected growth, profit margin and working capital management rates. The targets were set at the beginning of Fiscal Year 2024 and the Board believed at the time that it would require a high degree of execution of the business plan to attain these goals. Based on actual AEBITDA results, each participant with Company-wide responsibilities earned 72% of the AEBITDA portion of their target incentive and each participant with divisional responsibilities earned the percentage of the AEBITDA portion of their target incentive set forth in the table below. Based on the Company’s actual Operating Working Capital results, each participant earned 0% of the Operating Working Capital portion of his target incentive.

In addition to the duties and responsibilities associated with his executive position, each of our NEOs is assigned specific individual goals in order to qualify for part or all of the remaining portion of his target incentive amount. If the goal objectives are exceeded, each NEO can receive an additional incentive. Total incentives earned for Fiscal Year 2024, including the executive’s achievement of individual goals, are described in the table below and are set forth in the Fiscal Year 2024 Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation”.

Fiscal Year 2024 Annual Cash Incentive Payout (AIP)
		Financial Goals
		AEBITDA			Operating Working Capital as % of Sales			Individual Goals			Total
Name¹	Target AIP	Weight	Payout %	Payout	Weight	Payout %	Payout	Weight	Payout %	Payout	Actual AIP	Payout as % of Target
Julian G. Francis	$ 1,187,500	60%	72%	$ 512,715	20%	0%	$0	20%	100%	$ 237,500	$ 750,215	63%
Prithvi S. Gandhi²	$ 281,148	60%	72%	$ 121,388	20%	0%	$0	20%	100%	$ 56,230	$ 177,618	63%
Jason L. Taylor	$ 375,000	60%	155%	$ 348,008	20%	0%	$0	20%	100%	$ 75,000	$ 423,008	113%
Jonathan S. Bennett	$ 360,000	60%	72%	$ 155,434	20%	0%	$0	20%	100%	$ 72,000	$ 227,434	63%
James J. Gosa	$ 375,000	60%	112%	$ 252,945	20%	0%	$0	20%	100%	$ 75,000	$ 327,945	87%
Carmelo Carrubba	$ 148,000	70%	72%	$ 74,551	0%	0%	$0	30%	100%	$ 44,400	$ 118,951	80%

1. Mr. Lonegro forfeited his eligibility for a cash incentive payout upon his resignation.

2. Mr. Gandhi’s target and actual cash incentive payout for Fiscal Year 2024 were pro-rated based on his start date.

The individual goals for each NEO pursuant to our Fiscal Year 2024 annual cash incentive plan were as follows:

Mr. Francis’ specific individual goals were:

• continue to develop a higher level of company-wide safety commitment and awareness;

• drive the Company’s financial performance to deliver improved analyst ratings and valuation multiple of the Company’s stock;

• accelerate the execution the Ambition 2025 plan;

• lead the design and implementation of key operational leader assessment and development programs; and

• continuously advance the Company’s social responsibility and safety agenda.

Mr. Gandhi’s specific individual goals were:

• drive the Company’s financial performance to deliver improved analyst ratings and valuation multiple of the Company’s stock;

• deliver on the Company’s return on capital and capital allocation objectives; and

• continuously advance the Company’s corporate social responsibility and safety programs.

Mr. Bennett’s specific individual goals were:

• improve gross margins through the continuing implementation of the Company's pricing strategy;

• lead the achievement of organic sales growth goals by developing the next phase of the Company's long-term sales strategy;

• accelerate the expansion of the commercial product line business and national accounts; and

• continuously advance the Company’s corporate social responsibility and safety programs.

Mr. Taylor’s specific individual goals were:

• continue the execution of above market growth strategies in division footprint;

• improve gross margins through the continuing implementation of the Company’s pricing model and operational productivity initiatives; and

• continuously advance the Company’s corporate social responsibility and safety programs.

Mr. Gosa’s specific individual goals were:

• continue the execution of above market growth strategies in division footprint;

• improve gross margins through the continuing implementation of the Company’s pricing model and operational productivity initiatives; and

• continuously advance the Company’s corporate social responsibility and safety programs.

Mr. Carrubba’s specific individual goals were:

• lead the process to develop the Company's next long-term strategic plan;

• continue to measure and drive, in collaboration with the CEO, the achievement of the Ambition 2025 plan; and

• further develop the processes supporting the Company's enterprise risk management activities.

Each of the above NEO’s respective specific individual management objectives reflect our focus on continued growth and improvement in execution over our past performance. The Compensation Committee, led by Mr. Young, in consultation with Mr. Randle and each other member of our Board, reviewed the level of achievement of Mr. Francis’ specific individual management objectives set forth above. Mr. Francis reviewed the level of achievement of Messrs. Gandhi, Bennett, Taylor, Gosa, and Carrubba’s specific individual management objectives set forth above and reported his recommendations to the Compensation Committee. After careful consideration of the outcomes, the Compensation Committee recommended to the Board the payment of the incentive awards in the amounts set forth in the table above and in the Fiscal Year 2024 Summary Compensation Table under the heading “Non-equity incentive plan compensation.”

Long-Term Equity Incentive Compensation

The third element of our compensation program is long-term equity incentive compensation. Equity incentive compensation is intended to more closely align total compensation with the long-term financial interests of our stockholders. The equity incentive compensation component of our compensation program is based upon awards of stock options and other stock awards. The disclosure below describes our 2024 executive compensation program and the original terms of the awards. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger between the Company and Merger Sub, each employee equity award will be converted into corresponding QXO equity awards (and, with respect to each performance-based restricted stock unit award, with the performance-based vesting condition deemed satisfied at target and being converted into an award of QXO restricted stock units for which vesting is solely based on service-based conditions).

Our Compensation Committee administers our stock plan. The purpose of the stock plan is to advance the interests of our stockholders by aligning compensation to the long-term performance results of the Company by:

• providing directors, officers, and employees with additional incentives determined by the achievement of long-term financial and strategic objectives;

• encouraging stock ownership by directors, officers and employees;

• aligning the interests of officers and employees to remain with the Company or its affiliates; and

• attracting new employees, officers and directors to the Company or its affiliates.

In determining whether to grant stock options and/or other stock awards, and, if so, how many to grant to eligible persons under our stock plan, each individual’s past performance and contribution to the Company is considered, as well as that individual’s expected ability to contribute to the Company in the future along with market data and the quantitative analysis of peer group company stock awards provided by FW Cook. These performance assessments are not intended to be rigid or formulaic, but rather to serve as the framework upon which the Chief Executive Officer evaluates the executive’s overall past performance and expected contributions.

The above evaluation provides the basis for the Chief Executive Officer’s recommendation to the Compensation Committee of equity incentive compensation for each NEO. The Compensation Committee meets with the Chief Executive Officer and discusses the Chief Executive Officer’s recommendations before meeting separately in executive session to discuss the Chief Executive Officer’s and FW Cook’s recommendations and making a final determination of the equity incentive compensation to the NEOs. The Compensation Committee applies similar factors in determining the equity incentive compensation to the Chief Executive Officer.

Since the Company’s initial public offering and through Fiscal Year 2024, non-qualified stock options have been granted to key members of management at an exercise price equal to the closing price of the Company’s common stock as reported by Nasdaq on the date of grant. Accordingly, grants of stock options will produce value only if there are increases in the underlying stock price. In fiscal year 2011, we began issuing performance-based restricted stock unit awards to certain key members of management. Beginning in fiscal year 2014, we also began issuing time-based restricted stock unit awards to certain key members of management. Similar to stock options, we believe that restricted stock unit awards reward performance because the value of the stock is linked to our Company’s long-term performance. The Compensation Committee believes that time-based and performance-based restricted stock unit awards can play an important retentive and motivational role that stock options alone may not.

On March 6, 2024, the Compensation Committee authorized awards of stock options, time-based restricted stock units and annual performance-based restricted stock units to the then-serving NEOs. Mr. Gandhi’s annual equity awards were granted to him in connection with his appointment as Chief Financial Officer in May 2024. Awards were granted to our NEOs using the considerations described above, including target value recommendations from FW Cook, who reviewed peer group data and took into consideration the value of NEO equity awards in prior years. Of that target value, and pursuant to the guidelines approved by our Board, approximately 50% of the target value was granted in the form of performance-based restricted stock units, approximately 25% in time-based restricted stock units and approximately 25% in stock options. Under this methodology, the awards to each of our NEOs were as follows:

Annual Long-Term Equity Incentive Awards
Name	# of Stock Options	# of Time- Vested Restricted Stock Units	# of Annual Performance- Vested Restricted Stock Units	Total # of Restricted Stock Units
Julian G. Francis	26,508	12,552	25,103	37,655
Prithvi S. Gandhi	2,722	2,498	2,602	5,100
Jason L. Taylor	4,664	2,208	4,417	6,625
Jonathan S. Bennett	4,664	2,208	4,417	6,625
James J. Gosa	4,664	2,208	4,417	6,625
Carmelo Carrubba	1,555	2,180	1,178	3,358

See the table “Fiscal Year 2024 Grants of Plan-based Awards” under “Executive Compensation” below for the grant date fair value of these awards.

As a result of Mr. Lonegro's termination of employment on February 2, 2024, all his outstanding equity incentive awards were forfeited, and he received no Fiscal Year 2024 long-term equity incentive awards. As a result of Mr. Gosa’s termination of employment on March 20, 2025, all his outstanding equity awards were forfeited, including his Fiscal Year 2024 long-term equity incentive awards.

The stock option awards granted to our then-serving NEOs in March 2024 had an exercise price of $84.90, vest one-third annually which starts on the first anniversary of the grant (March 6, 2025) and expire on the tenth anniversary of the date of grant, or March 6, 2034. The stock option award granted to Mr. Gandhi in connection with his appointment as Chief Financial Officer had an exercise price of $96.09, vests one-third annually which starts on the first anniversary of the grant (May 17, 2025) and expires on the tenth anniversary of the date of grant, or May 17, 2034. The time-based restricted stock unit awards granted to our NEOs on March 6, 2024 (or May 17, 2024, with respect to Mr. Gandhi), will vest and convert into common shares upon the third anniversary of the date of grant.

The annual performance-based restricted stock unit awards granted to our NEOs will vest and convert after March 6, 2027 (except for Mr. Gandhi, whose awards will vest and convert after May 17, 2027), subject to the Company achieving certain Adjusted EBITDA Margin Percentage and Organic Net Sales Growth targets, each weighted at 50%, established on the grant date for the fiscal years ended December 31, 2024, 2025 and 2026 (each a “component year”). Our Board established the Adjusted EBITDA Margin Percentage and Organic Net Sales Growth targets as part of the Company's budget and long-range planning process, which includes but is not limited to a review of historical and expected financial performance. The targets were set at the beginning of Fiscal Year 2024 and the Board believed at the time that it would require a high degree of execution of the business plan to attain these goals.

The following table shows the percentage of the total of the award that can be earned for each metric for each component year of the three-year period, at threshold, target and maximum, as well as totals for each metric and combined totals for the three-year period:

Adjusted EBITDA Margin Percentage Metric
Component Year	Threshold (1 percentage point below Target)	Target	Maximum (≥1 percentage point above Target)
2024	3.33%	16.66%	33.33%
2025	3.33%	16.66%	33.33%
2026	3.33%	16.66%	33.33%
Total	10%	50%	100%
Organic Net Sales Growth Metric
Component Year	Threshold (2 percentage points below Target)	Target	Maximum (≥2 percentage points above Target)
2024	3.33%	16.66%	33.33%
2025	3.33%	16.66%	33.33%
2026	3.33%	16.66%	33.33%
Total	10%	50%	100%
Combined Total	20%	100%	200%

For the Adjusted EBITDA Margin Percentage metric, achievement of a target between one percentage point below target and target, and between target and one percentage point above target will be adjusted on the basis of straight-line interpolation. For the Organic Net Sales Growth metric, achievement of a target between two percentage points below target and target, and between target and two percentage points above target, will be adjusted on the basis of straight-line interpolation.

Due to the change in our fiscal year end from September 30 to December 31, our performance-based restricted stock unit awards for Fiscal Year 2022 were made in March 2022, and accordingly no performance-based restricted stock unit awards were scheduled to vest in Fiscal Year 2024.

In 2022, in connection with the Company’s Ambition 2025 strategic plan, and to further align executives and managers at various levels of the Company with long-term stockholder returns (a priority set forth in the Ambition 2025 strategic plan), the Compensation Committee authorized awards of performance-based restricted stock units (the “A25 Performance Stock Units”) to a substantial group of employees. The awards were made to fully align executives and managers at various levels of the Company with the initiatives implemented to achieve the Company’s long-term stockholder return goals set forth in the Ambition 2025 strategic plan. The awards were made under the Company’s Second Amended and Restated 2014 Stock Plan, and were in addition to the Company’s regularly scheduled annual long-term equity incentive awards made on the same date. The NEOs (other than the Chief Executive Officer who was not eligible for the program and the current Chief Financial Officer who joined the Company after the award date) received the amounts indicated below:

Name		No. of A25 Performance Stock Units Awarded in 2022
Jason L. Taylor		11,170
Jonathan S. Bennett		9,320
James J. Gosa		11,170
Carmelo Carrubba		1,781
Frank A. Lonegro		11,170

The A25 Performance Stock Unit awards vest into shares of the Company’s common stock and consist of four equal portions, with one portion relating to a performance period ending March 31, 2024, one portion relating to a performance period ending March 31, 2025 and two portions relating to performance periods ending March 31, 2026.

Each performance period has a stock price target, which must be met if that portion of the grant is to vest. The performance target for each performance period is the stock price to be achieved by performance period end.

Performance period	Portion of total award	Stock price target
Portion 1: March 10, 2022 - March 31, 2024	25%	$70.00
Portion 2: March 10, 2022 - March 31, 2025	25%	$82.50
Portion 3: March 10, 2022 - March 31, 2026	25%	$95.00
Portion 4: March 10, 2022 - March 31, 2026	25%	$107.50

Each performance period’s stock price target is considered met if the Company achieves a rolling 90-calendar-day average closing price of its common stock, on any date on or prior to the end of such performance period, equal to or greater than the stock price target with respect to such performance period, each as set forth above.

If stock price targets are met within the applicable performance period, the related portion of the award vests as follows:

• In the event a performance period stock price target is met, half of the performance stock units subject to such performance period will vest immediately and the remaining half of the performance stock units subject to such performance period will vest on March 31, 2026, subject to continued employment to that date, subject to limited exceptions.

On January 30, 2024, the performance period stock price target of $82.50 was met, and on June 3, 2024, the performance period stock price target of $95.00 was met, resulting in the following units granted to NEOs vesting in Fiscal Year 2024:

Name		No. of A25 Performance Stock Units Vesting in 2024
Jason L. Taylor		2,792
Jonathan S. Bennett		2,330
James J. Gosa		2,792
Carmelo Carrubba		445
Frank A. Lonegro		1,396

An equal number of units will vest on March 31, 2026, subject to continued employment to that date, subject to limited exceptions. As a result of Mr. Lonegro’s resignation, his remaining units were forfeited on February 2, 2024.

On January 30, 2025, subsequent to Fiscal Year 2024, the performance period stock price target of $107.50 was met, resulting in the following units granted to NEOs vesting in the fiscal year ending December 31, 2025 (the “Fiscal Year 2025”): Mr. Taylor — 1,396 units; Mr. Bennett — 1,165 units; Mr. Gosa — 1,396 units; and Mr. Carrubba — 222 units. An equal number of units will vest on March 31, 2026, subject to continued employment to that date. As a result of Mr. Gosa’s resignation, his remaining units were forfeited on March 20, 2025. The Ambition 25 Performance Stock Units remain subject only to time-based vesting conditions, as all of the performance-based conditions have been satisfied.

Chief Financial Officer Transition

Early in Fiscal Year 2024, Mr. Lonegro, our former Executive Vice President and Chief Financial Officer, voluntarily resigned from the Company, and forfeited his unvested equity awards and Fiscal Year 2023 annual cash incentive. Mr. Lonegro was not entitled to severance in connection with his resignation. Carmelo Carrubba was named the Company’s Interim Chief Financial Officer, effective January 20, 2024. In connection with this appointment, Mr. Carrubba was granted time-based restricted stock units with respect to 1,149 shares, which are scheduled to vest on the three-year anniversary of the grant date. Mr. Carrubba was also entitled to a supplemental cash payment of $25,000 per month for any month in which he served as the Interim Chief Financial Officer. Mr. Carrubba also received relocation assistance typical for Company executives.

In May 2024, Prithvi S. Gandhi joined the Company as its Executive Vice President and Chief Financial Officer. Mr. Gandhi'’s compensation consists of a base salary of $560,000 with a target annual cash incentive of 75% of his annual salary, pro-rated from his date of hire to the end of Fiscal Year 2024, and, commencing in Fiscal Year 2025, a target annual long-term incentive award value of $750,000. In Fiscal Year 2024, Mr. Gandhi was granted a sign-on long-term incentive award of stock options, performance-based restricted stock units and time-based restricted stock units under the Beacon Roofing Supply, Inc., 2024 Stock Plan (the “2024 Stock Plan”) having an aggregate value of $500,000 at the date of grant, with 25% of the value in stock options, 50% in performance-based restricted stock units and 25% in time-based restricted stock units. The stock options are scheduled to vest one-third annually starting on the first anniversary of the grant date and expire on the tenth anniversary of the grant date. The performance-based and time-based restricted stock units are scheduled to vest on the third anniversary of the grant date, subject, in the case of his performance-based restricted stock units, to the achievement of the same performance goals applicable to the performance-based restricted stock units granted to the other NEOs in March 2024. In addition, Mr. Gandhi was granted an additional sign-on long-term incentive award of time-based restricted stock units under the 2024 Stock Plan having an aggregate value of $115,000 at the date of grant, which is scheduled to vest on the second anniversary of the grant date. Mr. Gandhi also received a cash sign-on payment of $500,000, which must be repaid

to the Company if Mr. Gandhi voluntarily leaves the Company on or before December 31, 2025. Mr. Gandhi also received relocation assistance and other benefits typical for Company executives.

Employment Agreements

We have entered into Executive Severance and Restrictive Covenant Agreements with each of our NEOs, except for Mr. Carrubba, to aid in recruiting and retaining our executive officers. Except for such agreements which are described below under “Executive Compensation—Potential Payments upon Termination or Change-in-Control—Severance Agreements,” there are no other employment, severance or change-in-control agreements currently entered into by and between any NEOs and the Company.

Stock Ownership Guidelines

Our NEOs and members of our Executive Committee (consisting of divisional presidents and other senior leadership) are expected to own stock of the Company having a value set forth below:

• Chief Executive Officer = 5 times annual base salary

• NEOs and other members of the Executive Committee = 2 times annual base salary

As of March 17, 2025, our continuing NEOs then employed by the Company held the following multiples of base salary (rounded to the nearest decimal):

	Multiple of Base Salary
Name	Current Ownership		Guideline
Julian G. Francis		38.6x		5x
Prithvi S. Gandhi		2.5x		2x
Jason L. Taylor		9.4x		2x
Jonathan S. Bennett		6.6x		2x
Carmelo Carrubba		2.5x		2x

Until an executive obtains the required ownership level, executives are required to retain 50% of net profit shares attributable to stock option exercises or vesting of restricted stock units. Profit shares represent the shares remaining after payment of applicable tax obligations and, in the case of stock options, payment of the stock option exercise price. There is no defined time period to meet the stock ownership requirement. Participants may satisfy their ownership guidelines with (i) shares directly owned, (ii) time-based restricted stock units (which settle in stock), whether vested or unvested and (iii) “in-the-money” value of vested stock options, based upon the spread between the exercise price and the current stock price. Unvested stock options and unearned performance based restricted stock units are not counted.

In addition, pursuant to the Company’s Insider Trading Policy (available on the “Investor Relations” page at www.becn.com), Company directors, officers, employees and members of their households may not enter into hedging transactions or similar arrangements with respect to Company securities, including forward sale or purchase contracts, equity swaps or collars, nor may they hold Company securities in a margin account or pledge Company stock as collateral for a loan.

Retirement and Executive Life Insurance Plans

The Company sponsors the Beacon 401(k) Plan, a tax-qualified defined contribution plan which covers substantially all of our U.S. employees, including our NEOs. We currently provide a match of 50% of participants’ before-tax contributions up to 3% of eligible compensation. During Fiscal Year 2024, each of the NEOs was eligible to participate in the Beacon 401(k) Plan, and if participating in the plan, the eligible NEO received a matching contribution in accordance with plan rules. Additional annual profit-sharing contributions may be made at the discretion of the Board but were not made for Fiscal Year 2024.

We consider the Beacon 401(k) Plan to be an important factor in our ability to hire, retain and motivate our employees by providing an added measure of financial security for our employees.

The Company provides an executive life insurance benefits program for the NEOs and other key executives. The program provides life insurance at a coverage level of three times (3x) base salary up to $2.0 million. The Company subsidizes the required premium payments for each employee and does not pay any gross-up amounts with respect to the taxable income resulting from this subsidy.

Deferred Compensation Plan

The Company has established the Beacon Roofing Supply, Inc. Deferred Compensation Plan, an unfunded, unsecured non-qualified deferred compensation plan that allows participants to defer cash compensation in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986. NEOs, members of the Executive Committee, and other employees with a job title of Vice President or above and members of the Board are eligible to participate. For a discussion of the material terms of the plan, please see the narrative preceding the table “2024 Deferred Compensation Plan” under “Executive Compensation” below.

Perquisites

We have no formal perquisites program. Personal benefits may be provided from time to time when we determine that such personal benefits are a useful part of an executive’s compensation package. Specifically, we have agreed to provide each of the NEOs with a monthly auto allowance of $1,000 and reimbursement of their auto fuel costs and other driving expenses. Further, we lease a fractional share of a private aircraft to allow our executive officers to efficiently and safely travel for business purposes. Particularly in light of Beacon’s large retail footprint with many locations not accessible by commercial airlines, the private aircraft provides a confidential and productive environment to conduct business. The private aircraft is not used for any personal travel.

Incentive Compensation Recoupment Policy

In the event of (i) a financial restatement or (ii) misconduct by a NEO, an officer who is a member of our Executive Committee, or an officer who is deemed to be subject to Section 16 of the Exchange Act, the Compensation Committee will review all incentive compensation paid, awarded or granted on or after January 1, 2022 to the involved officer. The Compensation Committee (with the assistance of independent counsel in the case of misconduct) can recommend that a decision be made by the non-employee members of the Board to recoup from the officer all or a portion of the following incentive compensation:

• Incentive Plan: The Compensation Committee can recommend that the non-employee members of the Board (i) cancel and forfeit the officer’s annual cash incentive opportunity for the then current plan year, and/or (ii) require repayment of any annual cash incentive awards previously paid for prior years within the recoupment period described below.

• Equity: The Compensation Committee can recommend that the non-employee members of the Board (i) cancel and forfeit any outstanding equity awards, (ii) require the officer to return a number of shares of Company stock received upon vesting and settlement of any restricted stock unit awards during the recoupment period described below (or pay the cash value of such shares), and (iii) require the officer to return a number of shares received upon the exercise of any stock options during the recoupment period described below (or pay the cash value of such shares).

• The Compensation Committee may recommend recoupment to the Board for incentive compensation that is paid, vested or awarded to the officer within 36 months preceding the date the Company determines the restatement obligation or the officer’s misconduct.

• For incentive compensation paid, awarded or granted on or after January 1, 2017 and before January 1, 2022, the Compensation Committee may also recoup incentive compensation under our prior policy, but only in the event of a financial restatement resulting from misconduct.

A restatement means an accounting restatement prepared by the Company to correct noncompliance by the Company with any financial reporting requirement under the securities laws, including any accounting restatement to correct an error in previously issued Company financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

All NEOs and members of the Executive Committee have agreed to the terms of this policy.

In connection with the adoption of the SEC “clawback” rules, as implemented by Nasdaq Stock Market Rule 5608, we have added the following mandatory provisions to the incentive recoupment policy to apply to executive officers (which for these purposes are our Section 16 officers) with respect to incentive-based compensation received on or after October 2, 2023.

In the event that the Company has determined to prepare a restatement, the Company must recover, as promptly as reasonably practicable, during the recovery period described in the next sentence, from any person who served as an executive officer at any time during the performance period for that Financial Measure-Based Incentive Compensation (as defined below), the Erroneously Awarded Financial Measure-Based Incentive Compensation (as defined below) received by such person after the date such person began service as an executive officer, even if such person is no longer an executive officer or employed by the Company. The Company must reasonably promptly recover Erroneously Awarded Financial Measure-Based Compensation received by executive officers during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

“Erroneously Awarded Financial Measure-Based Incentive Compensation” means the amount of Financial Measure-Based Incentive Compensation received that exceeds the amount of Financial Measure-Based Incentive Compensation that otherwise would have been received had it been determined based on the restated financial results from a restatement, and must be computed without regard to any employee taxes paid.

“Financial Measure-Based Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

“Financial Reporting Measures” mean those measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and relative total shareholder return are also Financial Reporting Measures.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Form 10-K/A with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” section be included in this Form 10-K/A.

COMPENSATION COMMITTEE:

Douglas L. Young, Chair

Melanie M. Hart

Alan Gershenhorn

Racquel H. Mason

Robert M. McLaughlin

EXECUTIVE COMPENSATION

The following table sets forth all compensation earned during Fiscal Years 2024 and, to the extent required by SEC rules, 2023 and 2022, by our NEOs:

FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE
Name and principal position¹	Fiscal year	Salary² ($)	Bonus³ ($)	Stock awards⁴ ($)	Option awards⁵ ($)	Non-equity incentive plan compensation⁶ ($)	All other compensation⁷ ($)	Total ($)
Julian G. Francis President and Chief Executive Officer	2024	$ 950,000	$ —	$ 3,196,910	$ 1,065,622	$ 750,215	$ 30,234	$ 5,992,981
	2023	929,808	—	2,743,130	914,382	1,537,956	29,670	6,154,945
	2022	858,846	—	2,459,289	819,760	1,748,359	28,870	5,915,125
Prithvi S. Gandhi Executive Vice President and Chief Financial Officer	2024	$ 361,846	$ 500,000	$ 490,059	$ 125,021	$ 177,618	$ 343,111	$ 1,997,655
Jason L. Taylor President, West Division	2024	$ 493,269	$ —	$ 562,462	$ 187,493	$ 423,008	$ 27,085	$ 1,693,317
	2023	466,923	—	468,780	156,241	628,233	25,002	1,745,178
	2022	432,885	—	874,102	125,006	579,891	29,763	2,041,646
Jonathan S. Bennett President, North Division	2024	$ 595,961	$ —	$ 562,462	$ 187,493	$ 227,434	$ 27,890	$ 1,601,240
	2023	580,962	187,500	506,220	168,762	515,177	26,594	1,985,215
	2022	567,308	187,500	903,911	162,490	594,225	25,034	2,440,468
James J. Gosa Former Executive Vice President and Chief Commercial Officer	2024	$ 493,269	$ —	$ 562,462	$ 187,493	$ 327,945	$ 25,217	$ 1,596,386
Carmelo Carrubba Former Interim Chief Financial Officer	2024	$ 466,722	$ —	$ 287,564	$ 62,511	$ 118,951	$ 198,876	$ 1,134,624
Frank A. Lonegro Former Executive Vice President and Chief Financial Officer	2024	$ 66,365	$ —	$ —	$ —	$ —	$ 923	$ 67,288
	2023	590,962	—	825,045	275,016	—	33,525	1,724,547
	2022	574,885	—	1,294,098	265,006	829,400	328,495	3,291,884

1. Compensation for the individuals named below is excluded for those fiscal years in which they were not NEOs. Mr. Gandhi joined the Company on May 6, 2024.

2. These amounts represent the base salary received by the NEOs. The amount reflected for Mr. Carrubba for Fiscal Year 2024 includes $100,000, representing $25,000 cash payments for each month (including partial months) he served as Interim Chief Financial Officer.

3. For Fiscal Year 2024, for Mr. Gandhi, this amount constitutes a cash sign-on payment of $500,000. The cash sign-on payment must be repaid to the Company if Mr. Gandhi voluntarily leaves the Company on or before December 31, 2025. For Fiscal Years 2023 and 2022, for Mr. Bennett, these amounts constitute a new hire cash award paid in two equal installments 12 months and 24 months after his hire date.

4. These amounts represent the estimated grant date fair value of time-based and performance-based restricted stock unit awards, in each case computed in accordance with FASB ASC Topic 718. In the case of the performance-based restricted stock units, this value is based on the probable outcome of the performance conditions as of the grant date for the annual performance-based awards. Market conditions are incorporated into the grant date fair value of the management awards with market conditions (the A25 Performance Stock Unit Awards, which were issued to the NEOs in 2022 only) using a Monte Carlo valuation model. The performance-based awards are recognized by the Company as share-based compensation expense over a three-year period. Compensation expense for management awards with market conditions is recognized over the service period. Assuming the annual performance-based restricted stock units vest at the maximum level, which is 200% of the target, the grant date values of Fiscal Year 2024 performance-based restricted stock units plus the grant date values of Fiscal Year 2024 time-based restricted stock units would be as follows: Mr. Francis — $5,328,154; Mr. Gandhi — $740,085; Mr. Taylor — $937,466; Mr. Bennett — $937,466; Mr. Gosa — $937,466; and Mr. Carrubba — $387,576. For additional information regarding assumptions underlying the valuation of stock awards, please refer to Notes 2 and 6 of our audited financial statements included in the Original Form 10-K.

5. These amounts represent the grant date fair value of the stock options computed in accordance with FASB ASC Topic 718. They are recognized by the Company as share-based compensation expense over the three-year vesting period. For additional information, please refer to Notes 2 and 6 of our audited financial statements included in the Original Form 10-K.

6. These amounts represent the annual cash incentives that were paid during the first quarter of the following fiscal year.

7. For Fiscal Year 2024, these figures include the following:


Name	401(k) Plan Contribution Matching ($)	Executive Life Insurance Payments ($)	Auto-Related Compensation^(a) ($)	Relocation Expense^(b) ($)	Total ($)
Julian G. Francis	$ 10,350	$ 7,884	$ 12,000	$ —	$ 30,234
Prithvi S. Gandhi	$ 1,292	$ 2,229	$ 7,754	$ 331,836	$ 343,111
Jason L. Taylor	$ 10,350	$ 3,538	$ 13,197	$ —	$ 27,085
Jonathan S. Bennett	$ 10,350	$ 5,540	$ 12,000	$ —	$ 27,890
James J. Gosa	$ 10,350	$ 2,867	$ 12,000	$ —	$ 25,217
Carmelo Carrubba	$ 10,052	$ 2,735	$ 12,000	$ 174,089	$ 198,876
Frank A. Lonegro	$ —	$ —	$ 923	$ —	$ 923

(a) Consists of auto allowance, auto fuel cost reimbursement and other driving expenses. Only Mr. Gandhi, Mr. Taylor and Mr. Lonegro requested auto fuel reimbursement.

(b) Includes tax gross-ups for Mr. Gandhi and Mr. Carrubba of $149,658 and $76,673, respectively.

The following table sets forth the individual grants of plan-based awards to the NEOs during Fiscal Year 2024:

FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS
			Estimated future payouts under non-equity incentive plan awards²			Estimated future payouts under equity incentive plan awards³				All other stock awards: number of shares of stock or	All other option awards: number of securities underlying	Exercise or base price of option	Grant date fair value of stock and option
Name	Grant Date	Approval Date¹	Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)	units⁴ (#)	options⁵ (#)	awards ($/share)	awards⁶ ($)
Julian G. Francis			$ 403,750	$ 1,187,500	$ 2,375,000
	3/6/2024										26,508	$ 84.90	$ 1,065,622
	3/6/2024						5,021	25,103	50,206				$ 2,131,245
	3/6/2024									12,552			$ 1,065,665
Prithvi S. Gandhi			$ 95,590	$ 281,148	$ 562,296
	5/17/2024	5/14/2024									2,722	$ 96.09	$ 125,021
	5/17/2024	5/14/2024					520	2,602	5,204				$ 250,026
	5/17/2024	5/14/2024								1,197			$ 115,020
	5/17/2024	5/14/2024								1,301			$ 125,013
Jason L. Taylor			$ 127,500	$ 375,000	$ 750,000
	3/6/2024										4,664	$ 84.90	$ 187,493
	3/6/2024						883	4,417	8,834				$ 375,003
	3/6/2024									2,208			$ 187,459
Jonathan S. Bennett			$ 122,400	$ 360,000	$ 720,000
	3/6/2024										4,664	$ 84.90	$ 187,493
	3/6/2024						883	4,417	8,834				$ 375,003
	3/6/2024									2,208			$ 187,459
James J. Gosa			$ 127,500	$ 375,000	$ 750,000
	3/6/2024										4,664	$ 84.90	$ 187,493
	3/6/2024						883	4,417	8,834				$ 375,003
	3/6/2024									2,208			$ 187,459
Carmelo Carrubba			$ 51,800	$ 148,000	$ 296,000
	2/14/2024									1,149			$ 100,020
	3/6/2024										1,555	$ 84.90	$ 62,511
	3/6/2024						236	1,178	2,356				$ 100,012
	3/6/2024									1,031			$ 87,532
Frank A. Lonegro	—		$ —	$ —	$ —		—	—	—	—	—	$ —	$ —

1. The Compensation Committee approved Mr. Gandhi’s sign-on long-term incentive award of stock options, performance-based restricted stock units and time-based restricted stock units under the Company’s 2024 Stock Plan on May 14, 2024, with a grant date of May 17, 2024.

2. These non-equity incentive plan awards were based on AEBITDA (with Messrs. Francis, Gandhi, Bennett, and Carrubba’s incentives based on a Company-wide target and Messrs. Taylor and Gosa’s incentives based on their respective division targets), Operating Working Capital, and individual performance. See Compensation Discussion and Analysis under the heading “Annual Cash Incentives.”

3. The performance-based restricted stock units vest and convert into common shares, subject to the Company achieving Adjusted EBITDA Margin Percentages and Organic Net Sales Growth targets, each weighted at 50%, for the fiscal years 2024, 2025 and 2026, and the units can vest at a percentage equal to 0% to 200% of the target. See Compensation Discussion and Analysis under the heading “Long-Term Equity Incentive Compensation.”

4. These time-based restricted stock units will vest and convert into common shares on the third anniversary of the grant date, except for 1,197 of the restricted stock units granted to Mr. Gandhi, which will vest on the second anniversary of the grant date. See Compensation Discussion and Analysis under the heading “Chief Financial Officer Transition.”

5. These stock options vest (become exercisable) in three annual installments on the first, second and third anniversaries of the grant date, and expire ten years from the date of grant. See Compensation Discussion and Analysis under the heading “Long-Term Equity Incentive Compensation.”

6. These amounts represent the grant date fair value of stock options and restricted stock units awarded to the NEOs in Fiscal Year 2024, computed in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are included in Notes 2 and 6 of our audited financial statements included in the Original Form 10-K.

The following table sets forth the details of all of the outstanding equity awards of the NEOs as of December 31, 2024:

FISCAL YEAR 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards¹				Stock Awards
Name	Grant date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested² (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested³ (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Julian G. Francis	8/22/2019	62,984		$ 31.16	8/22/2029
	11/12/2019	54,545		$ 33.47	11/12/2029
	11/12/2020	49,610		$ 35.78	11/12/2030
	3/10/2022	20,631	10,315	$ 58.98	3/10/2032
	3/10/2022							27,798	2,823,721
	3/10/2022					13,899	1,411,860
	3/1/2023	9,567	19,133	$ 65.00	3/1/2033
	3/1/2023							28,135	2,857,953
	3/1/2023					14,067	1,428,926
	3/6/2024		26,508	$ 84.90	3/6/2034
	3/6/2024							25,103	2,549,963
	3/6/2024					12,552	1,275,032
Prithvi S. Gandhi	5/17/2024		2,722	$ 96.09	5/17/2034
	5/17/2024							2,602	264,311
	5/17/2024					1,197⁴	121,591
	5/17/2024					1,301	132,156
Jason L. Taylor	11/20/2015	3,595		$ 37.89	11/20/2025
	11/18/2016	3,519		$ 47.40	11/18/2026
	11/16/2017	2,522		$ 55.17	11/16/2027
	11/13/2018	3,429		$ 27.26	11/13/2028
	11/12/2019	3,636		$ 33.47	11/12/2029
	11/12/2020	4,880		$ 35.78	11/12/2030
	3/10/2022	3,146	1,573	$ 58.98	3/10/2032
	3/10/2022							4,239	430,598
	3/10/2022							2,792⁶	283,611
	3/10/2022					4,190⁵	425,620
	3/10/2022					2,119	215,248
	3/1/2023	1,635	3,269	$ 65.00	3/1/2033
	3/1/2023							4,808	488,397
	3/1/2023					2,404	244,198
	3/6/2024		4,664	$ 84.90	3/6/2034
	3/6/2024							4,417	448,679
	3/6/2024					2,208	224,289

		Option Awards¹				Stock Awards
Name	Grant date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested² (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested³ (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Jonathan S. Bennett	3/10/2022	4,089	2,045	$ 58.98	3/10/2032
	3/10/2022							5,510	559,706
	3/10/2022							2,330⁶	236,681
	3/10/2022					3,495⁵	355,022
	3/10/2022					2,755	279,853
	3/1/2023	1,766	3,531	$ 65.00	3/1/2033
	3/1/2023							5,192	527,403
	3/1/2023					2,596	263,702
	3/6/2024		4,664	$ 84.90	3/6/2034
	3/6/2024							4,417	448,679
	3/6/2024					2,208	224,289
James J. Gosa	11/18/2016	4,222		$ 47.40	11/18/2026
	11/16/2017	3,279		$ 55.17	11/16/2027
	11/13/2018	3,429		$ 27.26	11/13/2028
	11/12/2019	6,818		$ 33.47	11/12/2029
	11/12/2020	6,506		$ 35.78	11/12/2030
	3/10/2022	3,146	1,573	$ 58.98	3/10/2032
	3/10/2022							4,239	430,598
	3/10/2022							2,792⁶	283,611
	3/10/2022					4,190⁵	425,620
	3/10/2022					2,119	215,248
	3/1/2023	1,635	3,269	$ 65.00	3/1/2033
	3/1/2023							4,808	488,397
	3/1/2023					2,404	244,198
	3/6/2024		4,664	$ 84.90	3/6/2034
	3/6/2024							4,417	448,679
	3/6/2024					2,208	224,289
Carmelo Carrubba	5/12/2022	1,198	599	$ 60.05	5/12/2032
	5/12/2022							729	74,052
	5/12/2022							445⁶	45,203
	5/12/2022					668⁵	67,855
	5/12/2022					520	52,822
	3/1/2023	327	654	$ 65.00	3/1/2033

	3/1/2023							769	78,115
	3/1/2023					673	68,363
	2/14/2024					1,149	116,715
	3/6/2024		1,555	$ 84.90	3/6/2034
	3/6/2024							1,178	119,661
	3/6/2024					1,031	104,729
Frank A. Lonegro	—	—	—	$ —	—	—	—	—	—

1. All stock options granted under our stock plan vest in three annual installments on the first, second and third anniversary of the grant date.

2. Except as otherwise noted below, these time-based restricted stock units vest and convert into common shares upon the third anniversary of the grant date. The total market value is based on the price of our common stock of $101.58 per share at the end of Fiscal Year 2024.

3. These performance-based restricted stock units vest on the third anniversary of the grant date, subject to the Company meeting defined performance metrics, unless otherwise noted. The total market value is based on the price of our common stock of $101.58 per share at the end of Fiscal Year 2024 and vesting at target.

4. This time-based restricted stock unit vests and converts into common shares upon the second anniversary of the grant date.

5. These performance-based restricted stock units were earned on the attainment of stock price targets during Fiscal Year 2023 and Fiscal Year 2024, and thereafter such units are subject only to time-based vesting. Accordingly, these restricted stock units are shown with other time-based restricted stock units and convert on March 31, 2026.

6. These performance-based restricted stock units vest on the attainment of stock price targets, with 50% of vested units converting into common shares immediately and the remainder converting on March 31, 2026. The total market value is based on the price of our common stock of $101.58 per share at the end of Fiscal Year 2024.

The following table sets forth certain information regarding stock option awards exercised and restricted stock unit awards vested by the NEOs during Fiscal Year 2024:

FISCAL YEAR 2024 OPTIONS EXERCISED AND STOCK VESTED
	Option Awards		Stock Awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise¹ ($)	Number of shares acquired on vesting (#)	Value realized on vesting² ($)
Julian G. Francis	—	—	—	—
Prithvi S. Gandhi	—	—	—	—
Jason L. Taylor	2,500	127,860	2,792	254,840
Jonathan S. Bennett	—	—	15,084	1,450,574
James J. Gosa	3,922	244,898	2,792	254,840
Carmelo Carrubba	—	—	445	40,612
Frank A. Lonegro	62,559	3,816,657	1,396	119,260

1. Calculated by multiplying the difference between the market price and exercise price on the date(s) of exercise by the number of common shares acquired.

2. Calculated by multiplying the market price on the vesting date(s) by the number of underlying common shares.

Deferred Compensation Plan

Employee participants may elect to defer up to 50% of their annual base pay and 100% of their annual cash incentive plan payout. Board members may elect to defer up to 100% of their director annual retainer and fees. The Company will make a restorative retirement plan company match (i.e., payment of the company matching contribution that could not be made under the Beacon 401(k) Plan due to participation in this plan). Amounts credited to a participant’s account will be invested in one or more investment funds chosen by the participant and held in a grantor trust held by the Company. The investment funds are the same investment alternatives available under the Beacon 401(k) Plan. Although the amounts in the trust are invested according to participants’ direction, the participants have no right to the funds other than as general creditors of the Company. Participants will be fully vested at all times in their elective deferrals and vest in their restorative retirement plan company matching contributions in equal annual increments over a three-year period beginning on their date of hire.

Distributions under the plan upon separation from service will be paid in a lump sum or in up to ten annual installments, depending upon the type of separation and prior election by the participant. A participant may also elect an in-service distribution of his or her account to occur on a fixed date, subject to a minimum three-year waiting period, either in a lump sum or in up to five annual installments, subject to earlier distribution due to a separation from service. All distributions are paid in cash.

The following table presents information as of December 31, 2024 regarding our NEOs’ participation in the Beacon Roofing Supply, Inc. Deferred Compensation Plan.

FISCAL YEAR 2024 NON-QUALIFIED DEFERRED COMPENSATION
Name	Executive Contributions in Last FY¹ ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY² ($)	Aggregate Withdrawals/Distributions ($)	Aggregate Balance at FYE³ ($)
Julian G. Francis	—	—	—	—	—
Prithvi S. Gandhi	—	—	—	—	—
Jason L. Taylor	62,823	—	5,295	—	68,118
Jonathan S. Bennett	23,839	—	4,013	—	46,345
James J. Gosa	—	—	—	—	—
Carmelo Carrubba	—	—	—	—	—
Frank A. Lonegro	—	—	—	—	—

1. All amounts in this column have been reported as compensation in the Fiscal Year 2024 Summary Compensation Table.

2. No amounts in this column have been reported as compensation in the Fiscal Year 2024 Summary Compensation Table.

3. Of the amounts disclosed in this column, the following amounts were previously reported as compensation to the NEO in a Summary Compensation Table prior to Fiscal Year 2024: for Mr. Bennett, $17,100. The amounts disclosed in this column also include $1,393 of Aggregate Earnings in Fiscal Year 2023 for Mr. Bennett that were not required to be reported in any Summary Compensation Table.

Timing of Equity Awards

The Company does not time equity awards in coordination with the release of material nonpublic information and does not time the disclosure of material nonpublic information for the purpose of affecting the value of such awards.

The Company has adopted an equity award grant policy to create a consistent framework for granting equity awards to our directors, officers and employees. Under the policy, equity awards generally should not be granted close in time to the release of material nonpublic information or during a trading blackout under the Company’s Insider Trading Policy.

The policy provides that annual equity awards to directors, officers and employees should be granted on a date that is more than one business day after the Company’s filing of its annual report on Form 10-K or quarterly report on Form 10-Q. Accordingly, the Compensation Committee typically approves ordinary course annual employee equity grants at its regularly scheduled meeting in March, following the close of its previous fiscal year and subsequent to the approval of the annual budget for the upcoming fiscal year, and annual director equity grants at its regularly scheduled meeting in May.

The Company generally does not grant equity awards outside of the ordinary course grant cycle, but circumstances may arise in which it is advisable to award equity outside of that cycle, such as an award in conjunction with the hiring of a new employee or the promotion of a current employee. Under the policy, these off-cycle grants must be pre-cleared by the appropriate officers of the Company by confirming that they are not aware of any planned release of material nonpublic information during the period beginning one business day before and ending five business days after the date of the proposed grant.

Potential Payments upon Termination or Change-in-Control

Equity Award Agreements

Pursuant to stock option award agreements with our NEOs, all of their outstanding stock options will vest upon death, disability or retirement (i.e., termination on or after age 65) and in the event of a change in control (subject to the conditions discussed below). Commencing with equity awards made in 2024, retirement is defined as termination on or after age 60 and five years of service.

Generally pursuant to our restricted stock unit award agreements with our NEOs, restricted stock units will vest upon death, disability, or, subject to the conditions discussed below, a change of control, provided that only those A25 Performance Stock Units then earned will vest. In the case of retirement, restricted stock units will vest (in the case of performance-based units, at the end of the performance period based on actual performance, or upon death, if earlier, at the target level, and in the case of A25 Performance Stock Units, only those then earned). Commencing with vested units granted in 2024, in the case of retirement, performance-based vesting will also be pro-rated for actual time served in the performance period.

All unvested employee equity awards contain a “double trigger” change in control mechanism to the extent such employee equity award is continued or assumed after a change in control. If an award is not continued or assumed by a public company in an equitable manner, it will become vested immediately prior to a change in control (at 100% payout with respect to a performance-based restricted stock unit award and at 100% of the award then earned but not vested with respect to the A25 Performance Stock Units). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award (based on actual performance with respect to a performance-based restricted stock unit award subject to completed annual performance periods and at 100% payout for any in-progress annual performance periods) unless there is a qualifying termination (without cause or for good reason) within one-year following the change in control, in which event the award will become vested immediately. The A25 Performance Stock Units remain subject to time-based vesting conditions as the performance-based conditions have been satisfied. None of the equity award agreements contain any excise tax gross-up entitlements.

For purposes of the equity award agreements, a “change in control” generally occurs when: (a) any individual or entity becomes the beneficial owner of securities of the Company representing 50.1% or more of the combined voting power of the Company; (b) the Company consummates a merger, consolidation or other similar transaction unless, following such transaction, more than 50% of the combined voting power of the surviving entity or its parent is then beneficially owned by all or substantially all of the beneficial owners of the Company’s outstanding securities immediately prior to such transaction, in substantially the same proportions; (c) the Company sells all or substantially all of its business and/or assets unless, following such sale, more than 50% of the combined voting power of the outstanding securities of the acquiring entity or its parent is then beneficially owned by all or substantially all of the beneficial owners of the Company’s outstanding securities immediately prior to such sale, in substantially the same proportions; or (d) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board (and any new directors, whose appointment by the Board or nomination for election was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of the period or whose appointment or nomination was so approved, subject to certain exception, other than those elected as a result of an actual or threatened proxy contest) cease for any reason to constitute a majority of the Board. For purposes of the equity award agreements, (1) “cause” generally means the termination of the grantee’s employment following: (a) the grantee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the grantee’s willful and continual failure to substantially perform his or her duties after written notice; (c) the grantee’s willful and materially injurious conduct; (d) the grantee's gross misconduct in connection with the performance of his or her duties; or (e) the grantee’s material breach of any employment, confidentiality, or other similar agreement that remains uncured after 10 days’ written notice; and (2) “good reason” means, without the grantee’s consent: (a) a material reduction in the grantee’s position, duties, or responsibilities; (b) a reduction in the grantee’s base salary; (c) grantee’s work relocation by more than 50 miles; or (d) a material breach by the Company of any employment agreement, in all cases after notice and a cure period.

Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger between the Company and Merger Sub, each employee equity award will be converted into corresponding QXO equity awards (and, with respect to each performance-based restricted stock unit award, with the performance-based vesting condition deemed satisfied at target and being converted into an award of QXO restricted stock units for which vesting is solely based on service-based conditions.)

Severance Agreements

We have entered into Executive Severance and Restrictive Covenant Agreements (the “Severance Agreements”) with each of our current executive officers to aid in recruiting and retaining our executive officers. The Company has not entered into a Severance Agreement with Mr. Carrubba. Pursuant to such Severance Agreements, in the event the Company terminates an executive officer without cause, or an executive officer terminates for good reason, the Company will provide the executive officer with the following payments and benefits:

• 18 months of annual base salary (24 months in the case of the Chief Executive Officer), paid in equal periodic installments on the Company’s regular payroll dates;

• 150% (200% in the case of the Chief Executive Officer) of the executive officer's target annual cash incentive, paid in equal periodic installments over the salary continuation period;

• the annual cash incentive with respect to any fiscal year completed prior to the termination date but not yet paid, paid in a lump sum on the date such cash incentive is paid to other employees;

• to the extent the executive officer elects health benefit continuation under COBRA, continued participation in Beacon’s health plan at active employee rates for 12 months (18 months in the case of the Chief Executive Officer); and

• continued vesting in all unvested equity awards that are scheduled to vest in the 12-month period following the termination date, provided that only then earned A25 Performance Stock Units would be subject to continued vesting.

For purposes of the Severance Agreement, “cause” means: (i) gross negligence or willful misconduct in the performance of duties, (ii) refusal to perform duties as reasonably and lawfully directed (subject to notice and cure period), (iii) any act of fraud or embezzlement, wrongful taking for personal use, or self-dealing, (iv) conviction for (or plea of guilty or nolo contendere to) any felony or lesser crime involving moral turpitude that reasonably would be expected to materially damage the Company financially or reputationally, (v) material failure to comply with any material written policy (subject to notice and cure period), (vi) use of any illegal drug or abuse or misuse of alcohol and/or prescription drugs which materially adversely affects performance, or (vii) dissemination of confidential information or breach of restrictive covenants (excluding any unintentional and de minimis violations that are promptly cured). “Good reason” means, without the executive officer’s consent, (i) a material reduction in authority, duties, or responsibilities, (ii) a greater than ten percent (10%) reduction in base salary (on an annualized basis), other than as part of an across-the-board reduction affecting similarly situated Beacon executives of not greater than twenty percent (20%) on an annualized basis and not in excess of 12 months, (iii) a relocation of primary work location more than 50 miles (and not closer to the then primary residence), or (iv) a material breach by the Company of any employment agreement (subject to notice and cure period, and resignation after cure period). If an executive officer is terminated with cause or resigns without good reason, the executive officer is not entitled to any severance.

An executive officer’s receipt of the above payments and benefits is conditioned upon the execution and delivery, not subsequently revoked, of a waiver and release of claims.

The Severance Agreements contain non-competition provisions continuing through a restriction period. The restriction period is 12 months in the case of termination by the Company for cause or by the executive officer without good reason. The restriction period is 24 months (36 months in the case of the Chief Executive Officer) in the case of a termination by the Company without cause or by the executive officer for good reason. In the case of a 12-month restriction period (termination for cause or voluntary resignation without good reason), the non-competition provisions will apply broadly with respect to industry participants. In the case of a 24-month or 36-month restriction period (termination without cause or for good reason), the non-competition provisions will apply with respect to a list of industry participants identified in, or pursuant to, the Severance Agreement. During the applicable restriction period, the executive officer will be subject to covenants with respect to non-solicitation, non-disparagement, and non-endorsement of competing products. The executive officers are also subject to a perpetual confidentiality covenant.

Carrubba Change in Control Agreement

On March 7, 2025, Mr. Carrubba entered into a change in control agreement that provides for certain payments and benefits in connection with a qualifying termination following a change in control (the “Change in Control Agreement”). The Change in Control Agreement has a three-year term, which will be extended upon the occurrence of a change in control to the 18-month anniversary of such change in control. If Mr. Carrubba’s employment is terminated during the term of the Change in Control Agreement and within the 18-month period following a change in control by the Company other than for “Cause” (as defined in the Change in Control Agreement), death, or disability, or by Mr. Carrubba for “Good Reason” (as defined in the Change in Control Agreement), the Company will pay Mr. Carrubba the following benefits, subject to his execution and non-revocation of a release of claims in favor of the Company: (i) a lump sum payment equal to the sum of (a) the amount equal to Mr. Carrubba’s weekly base salary (including car allowance) multiplied by his “Service Credit” (as described below) as of the date of termination, plus (b) 100% of Mr. Carrubba’s target incentive amount under the Company’s Annual Incentive Plan for the fiscal year in which the date of termination occurs, plus (c) any earned but unpaid annual cash incentive with respect to any fiscal year which has been completed prior to the date of termination; (ii) continued participation in the Company’s health plans at the same rates provided to similarly situated active employees for up to 12 months; and (iii) outplacement services for up to six months. For purposes of the Change in Control Agreement, “Service Credit” means the lesser of (a) 52, or (b) 26 plus two times the number of whole years Mr. Carrubba has been employed by the Company. Mr. Carrubba’s outstanding long-term equity incentive awards will be treated accordance with the terms and conditions of the applicable plan and award agreements. The Change in Control Agreement also contains post-termination confidentiality and non-disparagement provisions.

The following table quantifies the amounts that would be payable to the NEOs (1) upon termination of their employment by the Company without cause or by them for good reason under the terms of our Severance Agreements and (2) upon death or disability, or, if applicable, upon a change in control or qualifying termination following a change in control under the terms of our equity award agreements. No amounts would be paid on retirement given that none of the NEOs met the age or age and years of service criteria for retirement vesting as of the last day of Fiscal Year 2024. The amounts shown assume that the triggering events occurred on the last day of Fiscal Year 2024, and use a stock price of $101.58 as of such date. Mr. Lonegro’s and Mr. Gosa’s terminations of employment on February 2, 2024 and March 20, 2025, respectively, were voluntary resignations without good reason, and accordingly, no severance was paid and they are not included in the table. After December 31, 2024, Mr. Carrubba entered into a Change in Control Agreement that would have provided salary continuation, his full year annual incentive plan payout and COBRA benefits at employee rates, and accordingly such amounts are not included in the table.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Name	Benefit	Involuntary termination without cause or voluntary termination for good reason	Death or disability¹	Change in control²
Julian G. Francis	Base salary continuation	$ 1,900,000	$ —	$ —
	Annual cash incentive	2,375,000	—	—
	Value of unvested stock options³	936,728	1,581,458	1,581,458
	Value of unvested RSUs⁴	4,066,158	12,347,455	12,347,455
	Health benefit⁵	26,052	—	—
	Total estimated value	$ 9,303,938	$ 13,928,913	$ 13,928,913

Prithvi S. Gandhi	Base salary continuation	$ 840,000	$ —	$ —
	Annual cash incentive	630,000	—	—
	Value of unvested stock options³	4,979	14,944	14,944
	Value of unvested RSUs⁴	—	518,058	518,058
	Health benefit⁵	17,368	—	—
	Total estimated value	$ 1,492,347	$ 533,002	$ 533,002

Jason L. Taylor	Base salary continuation	$ 750,000	$ —	$ —
	Annual cash incentive	562,500	—	—
	Value of unvested stock options³	152,719	264,385	264,385
	Value of unvested RSUs⁴	620,010	2,477,028	2,477,028
	Health benefit⁵	17,368	—	—
	Total estimated value	$ 2,102,597	$ 2,741,413	$ 2,741,413

Jonathan S. Bennett	Base salary continuation	$ 900,000	$ —	$ —
	Annual cash incentive	540,000	—	—
	Value of unvested stock options³	177,618	294,077	294,077
	Value of unvested RSUs⁴	805,976	2,658,653	2,658,653
	Health benefit⁵	16,968	—	—
	Total estimated value	$ 2,440,562	$ 2,952,730	$ 2,952,730

Carmelo Carrubba	Base salary continuation	$ —	$ —	$ —
	Annual cash incentive	—	—	—
	Value of unvested stock options³	45,478	74,737	74,737
	Value of unvested RSUs⁴	122,430	682,313	682,313
	Health benefit⁵	—	—	—
	Total estimated value	$ 167,908	$ 757,050	$ 757,050

1. In the event of the death of an NEO, an executive life insurance benefit would also be paid out in the following amounts: $2,000,000 (Mr. Francis), $1,680,000 (Mr. Gandhi), $1,500,000 (Mr. Taylor), $1,800,000 (Mr. Bennett), and $1,110,000 (Mr. Carrubba). This benefit would be paid by a third-party insurer and not from the assets of the Company. Such life insurance benefits are not reflected in the table.

2. Equity awards are subject to a “double trigger.” Amounts presented in this column assume such awards were not continued or assumed by a public company in an equitable manner (with or without a termination). Only the values of those portions of the A25 Performance Stock Units that met market price conditions before December 31, 2024 are reflected in this column. Values of performance-based restricted stock units in this column assume vesting at 100% of target. Based on a stock price of $101.58 as of December 31, 2024, the amounts payable on such a subsequent qualifying termination for unvested options would be the same as shown in this column and for unvested restricted stock units would be as follows: $12,044,374 (Mr. Francis), $510,129 (Mr. Gandhi), $2,427,964 (Mr. Taylor), $2,601,063 (Mr. Bennett), and $672,718 (Mr. Carrubba). Had the merger contemplated by the Merger Agreement closed on December 31, 2024, based on consideration equal to stock price of $101.58 as of such date, the amounts payable on such a subsequent qualifying termination for unvested equity awards would be the same as shown in this column. In the event of a termination without cause or for good reason in connection with a change in control, base salary continuation, annual cash incentives and health benefits will also be paid under the Severance Agreement, consistent with the column titled “Involuntary termination without cause or voluntary termination for good reason” of this table.

3. Based on a Company stock price of $101.58 as of December 31, 2024, and the difference between such stock price and the exercise price of unvested options. Pursuant to the terms of the Severance Agreements, stock option awards will continue to vest over 12 months following a termination without cause or for good reason. Accordingly, values for such a termination cannot be determined as of December 31, 2024, and the amounts shown assume a stock price of $101.58 on each future vesting date.

4. Based on a Company stock price of $101.58 as of December 31, 2024. Pursuant to the terms of the Severance Agreements, restricted stock unit awards will continue to vest over 12 months following a termination without cause or for good reason. Accordingly, values for such a termination cannot be determined as of December 31, 2024, and the amounts shown assume a stock price of $101.58 on each future vesting date. Only the values of those portions of the A25 Performance Stock Units that met market price conditions before December 31, 2024 are reflected in this row, under the column headings for “Death or disability” and “Change in control.” No other amounts are reflected in this row for the A25 Performance Stock Units, either because (i) the market price conditions were not met as of December 31, 2024 or (ii) the vesting of A25 Performance Stock Units for which the market price conditions were met would not occur within 12 months following a termination without cause or for good reason on December 31, 2024.

5. Amounts in this row consist of projected premiums for health benefit coverage, reduced by the amount of projected employee premiums, during the coverage continuation period for each NEO.

Compensation Committee Interlocks and Insider Participation

During Fiscal Year 2024, Alan Gershenhorn, Melanie Hart, Racquel Mason, Douglas Young, Robert McLaughlin and, prior to his retirement, Richard Frost served on the Compensation Committee. There are no Compensation Committee interlocks. None of the members of the Compensation Committee is an officer, employee or former officer or employee of the Company or any of our subsidiaries.

COMPENSATION OF DIRECTORS

Our non-employee director compensation program is composed of the following:

Board Membership

Board Leadership Positions

Committee Membership

Member of the Board: The annual retainer consists of:

● $90,000 cash; and

● an annual stock award valued at approximately $140,000 (increased from $130,000) that fully vests on the first anniversary of the grant date but does not settle until the date of the director’s termination of service on the Board, except that directors holding common stock and outstanding vested equity awards with a total fair value that is greater than or equal to five times the annual cash retainer may elect to have future grants settle simultaneously with vesting.

Chair of the Board: Annual cash retainer of $100,000 per year.

Lead Independent Director: Annual cash retainer of $30,000 per year.

Chair of the Audit Committee: Annual cash retainer of $25,000 per year.

Chair of the Compensation Committee: Annual cash retainer of $20,000 per year.

Chair of the N&G Committee: Annual cash retainer of $17,500 per year.

Member of the Audit Committee: Annual cash compensation of $10,000 per year.

Member of the Compensation Committee: Annual cash compensation of $10,000 per year.

Member of the N&G Committee: Annual cash compensation of $7,500 per year.

The retainer amounts set forth above were effective May 15, 2024 and were set by the Compensation Committee after a review with its consultant, FW Cook, of current market practices for similarly situated companies.

We also reimburse members of our Board for any out-of-pocket expenses they incur in connection with services provided as directors. Directors who are employees of the Company do not receive compensation for their services as directors. Employee compensation for Mr. Francis is set forth in the Fiscal Year 2024 Summary Compensation Table above.

The following table summarizes the compensation earned by our non-employee directors who served during Fiscal Year 2024:

FISCAL YEAR 2024 DIRECTOR COMPENSATION
Name	Fees earned or paid in cash¹ ($)	Stock awards² ($)	Total ($)
Barbara G. Fast	107,500	139,958	247,458
Richard W. Frost³	40,165	—	40,165
Alan Gershenhorn	125,000	139,958	264,958
Melanie M. Hart	110,000	139,958	249,958
Philip W. Knisely⁴	5,687	—	5,687
Racquel H. Mason	107,500	139,958	247,458
Robert M. McLaughlin	135,000	139,958	274,958
Earl Newsome, Jr.	107,500	139,958	247,458
Neil S. Novich	107,500	139,958	247,458
Stuart A. Randle	220,000	139,958	359,958
Douglas L. Young	127,500	139,958	267,458

1. These amounts reflect the directors’ annual retainer, additional retainers for service as the Chair, Lead Independent Director, Chairs of committees or service on committees, as applicable and described in more detail above, as well as fees for certain special committee assignments and meetings.

2. These amounts reflect the total estimated grant date fair value of restricted stock units computed in accordance with FASB ASC Topic 718. For additional information regarding assumptions underlying the valuation of stock awards, please refer to Notes 2 and 6 of our audited financial statements included in the Original Form 10-K.

3. Mr. Frost did not stand for reelection at the 2024 annual meeting of stockholders, and accordingly served on the Board until May 15, 2024.

4. Mr. Knisely resigned from the Board effective January 23, 2024.

As of December 31, 2024, stock awards outstanding for each director then serving included the following:


Name		Stock awards outstanding (#)
Barbara G. Fast		16,842
Alan Gershenhorn		19,550
Melanie M. Hart		4,495
Racquel H. Mason		3,808
Robert M. McLaughlin		9,221
Earl Newsome, Jr.		8,204
Neil S. Novich		21,771
Stuart A. Randle		17,889
Douglas L. Young		27,112

Mr. Frost and Mr. Knisely did not hold any outstanding stock awards or stock options as of December 31, 2024. No non-employee director had outstanding stock options at December 31, 2024.

Our non-employee directors are subject to stock ownership guidelines that require directors to hold common stock and outstanding vested equity awards (consisting of restricted stock units not subject to forfeiture which settle upon retirement) with a total fair value greater than or equal to five times the annual cash retainer. As of March 17, 2025, our directors held the following multiples of the annual retainer (rounded to the nearest decimal):

	Multiple of Annual Retainer
Name	Current Ownership¹	Guideline
Barbara G. Fast	20.6x	5x
Alan Gershenhorn	30.8x	5x
Melanie M. Hart	4.1x	5x
Racquel H. Mason	3.2x	5x
Robert M. McLaughlin	42.3x	5x
Earl Newsome, Jr.	9.1x	5x
Neil S. Novich	64.0x	5x
Stuart A. Randle	56.6x	5x
Douglas L. Young	53.6x	5x

1. Ms. Hart joined the Board in October 2022 and Ms. Mason joined the Board in March 2023.

Once a director has obtained the required ownership level, such director may elect for his or her restricted stock units to vest and settle simultaneously on the one-year anniversary of the date of grant.

OTHER COMPENSATION INFORMATION

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the ratio of the annual total compensation of Mr. Francis, our Chief Executive Officer, to the median employee’s annual total compensation. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

Identification of Median Employee

For purposes of identifying the median employee, we considered all 7,805 U.S. employees, excluding the Chief Executive Officer, at December 31, 2024. We selected gross earnings (which we define as all earnings before pre-tax payroll deductions) as it represents a broad and comprehensive measure of all compensation delivered to our U.S. employees and is readily available. In addition, we measured compensation for purposes of determining the median employee using the twelve-month period ending December 31, 2024. Relying on the de minimis exemption under the rules, we excluded all non-U.S. employees (all located in Canada) who in the aggregate comprised less than 5% of our total employees. As of December 31, 2024, the total number of U.S. employees was 7,806 (including Mr. Francis) and our total number of non-U.S. employees was 262.

Ratio

Mr. Francis’ annual total compensation, as reported in the Fiscal Year 2024 Summary Compensation Table, was $5,992,981. The median employee’s Fiscal Year 2024 annual total compensation that would be reportable in the Summary Compensation Table was $72,643. Based on this information, the ratio of the annual total compensation of Mr. Francis to the annual total compensation of our median employee is 82 to 1.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

STOCK OWNERSHIP

The following table shows information regarding the beneficial ownership of our common stock for the following:

• Each stockholder known by us to beneficially own more than 5% of our common stock;

• Each of our directors;

• Each executive officer named in the 2024 Fiscal Year Summary Compensation Table in “Executive Compensation”; and

• All directors and executive officers as a group.

	Common stock beneficially owned¹
Name and address of beneficial owners	Shares	Percent
Stockholders owning more than 5% of our common stock:
The Vanguard Group²	6,905,191	11.2 %
100 Vanguard Boulevard
Malvern, PA 19355
BlackRock, Inc.³	5,362,637	8.7 %
50 Hudson Yards
New York, NY 10001
FMR, LLC⁴	4,936,326	8.0 %
245 Summer Street
Boston, MA 02210
Boston Partners⁵	4,338,373	7.0 %
One Beacon Street
30th Floor
Boston, MA 02108
American Century Investment Management, Inc.⁶	3,536,712	5.7 %
4500 Main Street
9th Floor
Kansas City, MO 64111
Directors and named executive officers:
Julian G. Francis⁷	339,606	*
Prithvi S. Gandhi⁸	5,000	*
Jason L. Taylor⁹	43,411	*
Jonathan S. Bennett¹⁰	31,129	*
James J. Gosa¹¹	48,717	*
Carmelo Carrubba¹²	6,233	*
Frank A. Lonegro	—	*
Barbara G. Fast¹³	16,842	*
Alan Gershenhorn¹⁴	24,507	*
Melanie M. Hart¹⁵	4,495	*
Racquel H. Mason¹⁶	3,808	*
Robert M. McLaughlin¹⁷	33,177	*
Earl Newsome, Jr.¹⁸	8,204	*
Neil S. Novich¹⁹	45,012	*
Stuart A. Randle²⁰	33,181	*
Douglas L. Young²¹	41,612	*
All directors and executive officers as a group (21 persons)²²:	888,676	1.4 %

* Less than 1%.

1. Except as noted otherwise, information concerning beneficial ownership of shares is as of March 17, 2025, including the percentage of shares beneficially owned which is based on 61,784,623 shares of common stock outstanding as of March 17, 2025. Amounts include the number of shares beneficially owned as of that date, as well as the number of shares that such person has the right to acquire beneficial ownership of within 60 days thereafter. In addition, except as noted otherwise, all persons named as beneficial owners have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

2. Based on the share information for The Vanguard Group as of January 31, 2024, reported on Schedule 13G/A filed by it on February 12, 2024. The Vanguard Group reported sole voting power with respect to none of the shares, shared voting power with respect to 47,103 shares, sole dispositive power with respect to 6,795,498 shares and shared dispositive power with respect to 109,693 shares.

3. Based on the share information for BlackRock, Inc. as of December 31, 2024, reported on Schedule 13G/A filed by it on February 5, 2025. BlackRock, Inc. reported sole voting power with respect to 5,285,525 shares, sole dispositive power with respect to 5,362,637 shares and shared voting and dispositive power with respect to none of the shares.

4. Based on the share information for FMR LLC as of December 31, 2024, reported on Schedule 13G/A filed by it on February 12, 2025. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Both of the foregoing are named as reporting persons in the Schedule 13G/A. FMR LLC reported sole voting power with respect to 4,925,743 shares and Ms. Johnson reported sole voting power with respect to none of the shares. FMR LLC and Ms. Johnson reported sole dispositive power with respect to 4,936,325.81 shares and shared voting and dispositive power with respect to none of the shares.

5. Based on the share information for Boston Partners as of December 31, 2024, reported on Schedule 13G/A filed by it on February 14, 2025. Boston Partners reported sole voting power with respect to 3,188,278 shares, sole dispositive power with respect to all of the shares and shared voting and dispositive power with respect to none of the shares.

6. Based on the share information for American Century Investment Management, Inc. as of September 30, 2024, reported on Schedule 13G filed by it on November 8, 2024. American Century Investment Management, Inc. (“ACIM”) is a wholly-owned subsidiary of American Century Companies, Inc. (“ACC”), which is controlled by the Stowers Institute for Medical Research (“Stowers”). Each of ACIM, ACC and Stowers is named as a reporting person in the Schedule 13G. Each of ACIM, ACC and Stowers reported sole voting power with respect to 3,417,970 of the shares, sole dispositive power with respect to all of the shares and shared voting and dispositive power with respect to none of the shares.

7. Includes 226,054 shares issuable upon the exercise of vested stock options. Does not include 27,239 stock options, 44,394 restricted stock units with time-based vesting, or 71,013 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

8. Does not include 2,722 stock options, 6,668 restricted stock units with time-based vesting, or 6,772 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

9. Includes 31,124 shares issuable upon the exercise of vested stock options. Does not include 4,744 stock options, 13,534 restricted stock units with time-based vesting, or 12,561 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

10. Includes 11,220 shares issuable upon the exercise of vested stock options. Does not include 4,875 stock options, 12,800 restricted stock units with time-based vesting, or 12,945 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

11. Includes 33,797 shares issuable upon the exercise of vested stock options. Does not include 4,744 stock options, 13,534 restricted stock units with time-based vesting, or 12,561 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

12. Includes 2,969 shares issuable upon the exercise of vested stock options and 1,206 restricted stock units that vest within 60 days of the record date. Does not include 1,364 stock options, 4,995 restricted stock units with time-based vesting, or 2,781 restricted stock units with performance-based vesting, all of which were unvested and outstanding as of the record date.

13. Consists of 16,842 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

14. Includes 19,550 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

15. Consists of 4,495 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

16. Consists of 3,808 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

17. Includes 9,221 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

18. Consists of 8,204 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

19. Includes 17,367 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date. Does not include 4,404 restricted stock units with time-based vesting that will not settle until six months after termination of service on the Board.

20. Includes 7,211 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date. Does not include 10,678 restricted stock units with time-based vesting that will not settle until six months after termination of service on the Board.

21. Includes 27,112 restricted stock units with time-based vesting, 1,400 of which vest within 60 days of the record date.

22. Includes 382,493 shares that are issuable upon the exercise of vested stock options and 13,806 restricted stock units that vest within 60 days of the record date.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2024, with respect to each equity plan or arrangement pursuant to which warrants or options to purchase our common shares have been granted.

Plan category¹

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

(a)²

Weighted-average

exercise price of

outstanding

options, warrants

and rights

(b)

Number of securities

remaining available for

issuance under equity

compensation plans

(excluding securities

reflected in column (a))

(c)³

Equity compensation plans approved by security holders

2,127,042

$ 47.54

7,145,577

Equity compensation plans not approved by security holders

—

1. See Notes 2 and 6 to the Consolidated Financial Statements in the Original Form 10-K for additional information regarding our stock-based compensation plans.

2. In addition to options, the amounts shown in column (a) reflect time-based and performance-based restricted stock units. This column does not include any shares issuable pursuant to the Company’s Employee Stock Purchase Plan. The weighted-average price shown in column (b) does not take restricted stock units into account.

3. Includes 6,327,413 shares of common stock available for future issuance under the Company’s 2024 Stock Plan and 818,164 shares of common stock available for future issuance under the Company's Employee Stock Purchase Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Best Leases

C. Munroe Best III’s parents and a trust for the benefit of his parents’ grandchildren (including Mr. Best’s children) own all of the equity of M. Best & Sons, L.L.C. Mr. Best is also a trustee for the trust. The Company currently leases four buildings from M. Best & Sons for approximately $910.9 thousand for the twelve months ending December 31, 2024.