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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Performance Unit Awards
Effective February 7, 2024, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of SiteOne Landscape Supply, Inc. (the “Company”) granted performance stock units (“PSUs”) under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) to certain of the Company’s officers, including certain named executive officers. The PSUs will be earned based upon the Company’s performance, over a three-year period, measured by the Company’s pre-tax income plus amortization (“EBTA”) growth relative to a select peer group (excluding non-recurring items), subject to adjustment based upon the application of a return on invested capital (“ROIC”) modifier, as set forth below. The “Performance Cycle” for the awards is a three-year period commencing January 1, 2024 and ending January 3, 2027. Vesting of PSUs is contingent upon each named executive’s continued employment, subject to certain exceptions as set forth in the PSU award agreement.
The table below sets forth the performance criteria for the PSUs:
| Performance Level |
Relative EBTA Growth |
% Target Award |
Performance Level |
Avg. ROIC |
Modifier to PSUs Earned based on Relative EBTA Growth* |
| Maximum | >=75th percentile | 200% | Above Target | >20% | +20% |
| Target | 50th percentile | 100% | Target | 12%-20% | 0% |
| Threshold | 25th percentile | 50% | Below Target | <12% | -20% |
| <Threshold | <25th percentile | 0% |
| · | Payout on EBTA growth performance capped at 100% of target if Company’s absolute EBTA growth is negative. |
| · | Payout for performance between levels noted above will be determined using straight-line interpolation. |
| · | Total payout is capped at 200% of target. |
The table below sets forth the number of PSUs awarded to the Company’s named executive officers by the Committee:
| Executive / Title | Number of PSUs Awarded |
| Doug Black, Chief Executive Officer | 12,375 |
| Briley Brisendine, Executive Vice President, General Counsel and Secretary | 2,459 |
| John Guthrie, Executive Vice President, Chief Financial Officer and Assistant Secretary | 2,459 |
| Joseph Ketter, Executive Vice President, Human Resources | 2,062 |
| Scott Salmon, Executive Vice President, Strategy and Development | 2,141 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Performance Stock Unit Award Agreement under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SITEONE LANDSCAPE SUPPLY, INC. | ||
| By: | /s/ Briley Brisendine | |
| Briley Brisendine | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: February 13, 2024
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated February 13, 2024
| 10.1 | Form of Performance Stock Unit Award Agreement under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan. |