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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
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| Date and Time: Tuesday, May 7, 2024, at 9:00 a.m., Eastern Time | |
| Place: Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 | |
| Record Date: March 8, 2024 | |
| Business To Be Conducted: | |
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Elect the three Class II nominees named in the accompanying Proxy Statement as Class II directors for a term expiring at the 2027 Annual Meeting of Stockholders.
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Approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law.
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Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024.
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Hold a non-binding advisory vote to approve executive compensation.
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Transact such other business as may properly come before the 2024 Annual Meeting of Stockholders or any reconvened or rescheduled meeting following any adjournment or postponement thereof.
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Recommendation of the Board
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THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.
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| | | | L. Briley Brisendine | |
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Executive Vice President, General Counsel and Secretary
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| | | | March [•], 2024 | |
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| GOVERNANCE | | | | | | | |
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| AUDIT MATTERS | | | | | | | |
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| COMPENSATION | | | | | | | |
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| GENERAL INFORMATION | | | | | | | |
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| | | | | A-1 | | | |
| | | | | B-1 | | |
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①
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Be a great place to work for our associates;
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②
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Deliver superior quality, service and value to our customers;
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③
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Be the distributor of choice for our suppliers;
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④
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Be a good neighbor in our communities; and
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⑤
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Achieve industry-leading financial performance and growth for our stockholders.
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①
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Always Safe — We take personal responsibility for our safety and for the safety of others.
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②
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Customer Obsessed — We are passionate about making our customers successful.
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③
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Continuously Improving — We quickly adopt best practices to drive growth and deliver world-class results.
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④
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Team Players — We respect and support each other and put the team first.
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⑤
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Professional — We do everything with quality and integrity and never cut corners.
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⑥
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Talent Focused — We recruit, develop, mentor and retain the best people.
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⑦
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Accountable — We think and act like owners and leverage our resources to succeed.
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Stockholder feedback received through engagement is an integral part of the Board’s corporate governance review process. The Board and management team are committed to building and maintaining open communication whereby stockholders can express their candid views, as well as gain insight into our perspectives on long-term stockholder value.
Since 2018, we have engaged with our stockholders to deepen the Board’s understanding of our stockholders’ interests and priorities. In addition to ordinary course investor conferences, earnings calls and one-on-one investor conference calls and meetings, we have conducted targeted outreach with stockholders representing a substantial portion of our stockholder base to discuss our corporate governance practices in each of the past six years. For our stockholder outreach program in 2023, we invited our top 25 stockholders to provide feedback on our governance practices. Of these top 25 stockholders, 18 (72%) engaged with us and provided feedback, representing firms and/or their affiliates who collectively held approximately 61% of our outstanding shares. Our Board, including the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) and the Human Resources and Compensation Committee of the Board (the “Human Resources and Compensation Committee”), reviewed this feedback from our stockholders.
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Board Independence*
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Board Diversity*
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Board Gender Diversity*
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88%
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7 of 8 directors are independent
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63%
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5 of 8 directors are female or diverse
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38%
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3 of 8 directors are female
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Board Refreshment*
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Average Tenure (in years)*
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50%
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| | 4 of 8 directors added since 2017 | | |
6.6
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Average director tenure
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Performance Stock Mix
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50%
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Long-term executive compensation in the form of performance stock units for Fiscal Year 2024
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Independent Committees
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• All of our committees are composed solely of independent directors
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Empowered Lead Director
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Our independent directors elect our independent Lead Director
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Our Lead Director has meaningful responsibilities including:
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serving as liaison between independent directors and the Chairman;
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chairing executive sessions of independent directors; and
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consulting with the CEO on matters relating to management effectiveness and Board performance
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Board Leadership Evaluation and Succession Planning
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The Board annually evaluates the CEO’s performance
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The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other executive officers
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Majority Vote Threshold
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Our Charter and By-laws may be amended by a majority vote of our stockholders
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Board & Committee Evaluations
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The Board and each of our committees conduct detailed annual self-evaluations
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Limits on Outside Board Service
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Outside directors are limited to service on four other public company boards
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Currently, our Chairman and CEO does not serve on any other public company boards
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Anti-Hedging/Pledging Policy
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Our insider trading policy prohibits our directors and executive officers from entering into pledging, hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities
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None of our directors or executive officers have any pledged SiteOne stock
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No “Poison Pill”
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We do not have a “poison pill” plan in place
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Executive Sessions
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The Board and Board committees meet regularly in executive session
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In 2023, the independent directors met in executive session at each of the Board’s four quarterly meetings
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At least once a year, the independent directors meet in an executive session with the CEO (without the other executive officers), with the Lead Director presiding at such sessions
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Sustainability Reporting
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We publicly disclose an annual IMPACT Report which demonstrates the impact that our Vision has on SiteOne’s stakeholder groups
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IMPACT Report discloses to the framework recommendations of SASB and TCFD
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What We Do
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Strong emphasis on performance-based compensation, with a significant portion of NEOs’ overall compensation tied to Company performance
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Human Resources and Compensation Committee, like all of the Board committees, comprised solely of independent directors
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✔
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| | Aggressive yet achievable performance goals | | |
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Balanced measures tied to Adjusted EBITDA, Company Net Promoter Score, Organic Daily Sales Growth and individual strategic performance in the annual incentive plan, and relative earnings growth and ROIC in the PSU awards
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Mix of short-term and long-term incentives, with performance awards representing a meaningful portion of long-term incentive pay
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Human Resources and Compensation Committee advised by independent compensation consultant who performs no other services for the Company
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Short-term annual cash incentives for NEOs limited to 250% and 150% of target, for Adjusted EBITDA and other metrics, respectively
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Meaningful stock ownership requirements for executives and non-employee directors
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What We Do
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Double-trigger change-in-control cash severance benefits and long-term incentive equity benefits
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Broad clawback policy with discretionary ability to clawback incentive-based compensation for fraud, misconduct or illegal activity, in addition to mandatory clawback of incentive-based compensation for financial restatements as required under applicable law and the NYSE listing standards
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What We Don’t Do
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Grant discounted stock options or reprice stock options without stockholder approval
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Allow hedging, pledging or short sales
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Gross up excise taxes that may become due upon a change-in-control
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Guarantee incentive awards for executives
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Provide incentives that encourage excessive risk-taking
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Provide perquisites for executives
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Grant “spring-loaded” equity awards to take advantage of information that may enhance their value to recipients
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Name
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Position with SiteOne
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Doug Black | | |
Chairman and Chief Executive Officer
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Judith (Judy) Sansone | | |
Nominee for Director
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Jack L. Wyszomierski | | |
Director
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Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A DIRECTOR.
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Name
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Principal Occupation and Other Information
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Doug Black
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Age: 59
Director Since: April 2016
Committees: N/A
Doug Black has served as SiteOne’s Chief Executive Officer since April 2014, and as the Chairman of the Board since June 2017. Prior to joining SiteOne, Mr. Black was President and Chief Operating Officer of Oldcastle Inc., an integrated building materials manufacturer and distributor and a wholly owned subsidiary of Irish-based CRH plc. During his 18-year career with Oldcastle, Mr. Black led the company’s entry into building products distribution and then held several senior leadership roles, including Chief Operating Officer and Chief Executive Officer of Oldcastle Architectural Products and Chief Operating Officer and Chief Executive Officer of Oldcastle Materials. Prior to Oldcastle, Mr. Black’s business career began at McKinsey & Company in 1992 where he led strategy, sales force effectiveness and plant improvement projects in the telecommunications, airline, lumber, paper and packaging industries. While serving as a U.S. Army Engineer Officer from 1986 to 1990, he completed construction projects in the Southeastern U.S., Central America and South America. Mr. Black earned an M.B.A. from Duke University’s Fuqua School of Business as a Fuqua Scholar and a B.S. in Mathematical Science/Civil Engineering from the U.S. Military Academy, West Point, where he was an AP all-American fullback and NCAA Scholar Athlete. Mr. Black’s intimate knowledge of our day-to-day operations as Chief Executive Officer, his prior role as a management consultant and his extensive experience working in our industry qualify him to serve on the Board.
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Name
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Principal Occupation and Other Information
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Judith (Judy) Sansone
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Age: 63
Director Since: N/A
Committees: N/A
Judy Sansone was nominated by the Board in February 2024 for election at the Annual Meeting. From October 2020 to October 2023, Ms. Sansone served as the Executive Vice President and Chief Commercial Officer of Sysco Corporation, the largest global distributor of food and related products primarily to the foodservice or food-away-from-home industry, where she was responsible for, among other things, commercial strategy and growth, merchandising and digital development. Ms. Sansone currently serves as an Advisor for Sysco. From May 2020 to October 2020, Ms. Sansone was the owner of Consultgenix, LLC, a business consultancy firm. Prior to that, Ms. Sansone spent over forty years at CVS Health Corporation, where she held a number of executive roles, including serving as SVP, Front Store Business & Chief Merchant from September 2011 to May 2020. She holds an associate degree from Holyoke Community College. Ms. Sansone’s extensive business-to-business and business-to-consumer marketing, merchandising and ecommerce experience qualifies her to serve on our Board.
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Jack L. Wyszomierski
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Age: 68
Director Since: April 2016
Committees: Audit; Nominating & Corporate Governance (Chair)
Public Company Directorships: Athersys, Inc., Exelixis, Inc. and Xoma Corp.
Jack L. Wyszomierski has served as one of our directors since April 2016. From June 2004 to June 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski currently serves on the Board of Directors of Athersys, Inc., Exelixis, Inc. and Xoma Corp. He previously served on the Board of Directors of Unigene Laboratories, Inc. He holds an M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. Mr. Wyszomierski’s extensive executive, financial reporting and accounting experience, and his service as a director and audit committee member of other public companies, qualify him to serve on the Board.
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Name
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Principal Occupation and Other Information
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Fred M. Diaz
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Age: 58
Director Since: August 2017
Committees: Audit; Human Resources & Compensation
Public Company Directorships: Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation
Fred M. Diaz has served as one of our directors since August 2017. From April 2018 to March 2020, Mr. Diaz served as President, Chief Executive Officer and Chairman of the Board of Mitsubishi Motors North America, Inc. He previously served in executive management roles at Nissan, most recently as Division Vice President and General Manager, North America, Trucks and Commercial Vehicles, of Nissan North America, Inc. Prior to that, Mr. Diaz served as Senior Vice President, Sales, Marketing and Operations, of Nissan USA. Before joining Nissan in 2013, Mr. Diaz spent 24 years at Chrysler Corporation, where he held a number of executive management roles, including President and Chief Executive Officer of Chrysler’s Ram Truck brand and President and Chief Executive Officer, Chrysler de Mexico and Latin America. He currently serves as a member of the Board of Directors of Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation. He is also a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. Mr. Diaz is a graduate of Texas Lutheran University and holds an M.B.A. from Central Michigan University. Mr. Diaz’s extensive experience in sales, operations, marketing and management qualify him to serve on the Board.
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W. Roy Dunbar
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Age: 62
Director Since: March 2017
Committees: Human Resources & Compensation
Public Company Directorships: McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation
W. Roy Dunbar has served as one of our directors since March 2017. He was Chairman of the Board of Network Solutions, a technology company and web service provider, and was the Chief Executive Officer from January 2008 until October 2009. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. He currently serves on the Board of Directors of McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation and previously served on the boards of Humana Inc., Lexmark International and iGate. Mr. Dunbar was named to NACD Directorship 100 in 2015 and is a NACD Board Leadership Fellow. He is a graduate of Manchester University in the United Kingdom and holds an M.B.A. from Manchester Business School. Mr. Dunbar’s strong leadership skills, service as a director and compensation committee member of other public companies and deep experience across a number of functional disciplines, including the application of information technology across different business sectors, qualify him to serve on the Board.
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Name
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Principal Occupation and Other Information
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Larisa J. Drake
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Age: 52
Director Since: May 2019
Committees: Nominating & Corporate Governance
Larisa J. Drake has served as one of our directors since May 2019. Ms. Drake is currently Executive Vice President and Chief Marketing Officer at Equity LifeStyle Properties, a publicly traded real estate investment trust that owns and operates over 450 communities in North America. Ms. Drake has held positions of increasing responsibility in marketing and sales since joining Equity LifeStyle Properties in 2013. Prior to that, Ms. Drake was an officer at Discover Financial Services where she led marketing initiatives over the course of 14 years for Discover Card, the third largest credit card brand in the United States. Before joining Discover, Ms. Drake was part of the advertising agency, Leo Burnett. She holds a B.S. in Communication Studies from Northwestern University; an M.L.A. from The University of Chicago; and an M.B.A. from the Kellogg School of Management. Ms. Drake’s expertise in delivering business results by leveraging both traditional and technology-driven marketing strategies qualify her to serve on our Board.
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Name
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Principal Occupation and Other Information
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William (Bill) W.
Douglas III |
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Age: 63
Director Since: April 2016
Committees: Audit (Chair)
Public Company Directorships: Coca-Cola Hellenic (listed on the London Stock Exchange and the Athens Stock Exchange)
William (Bill) W. Douglas III serves as our Lead Director and has been one of our directors since April 2016. In June 2016, Mr. Douglas retired as Executive Vice President of Coca-Cola Enterprises, Inc. (“CCE”). During Mr. Douglas’s tenure at CCE, it was one of the largest independent bottlers and distributors for The Coca-Cola Company and operated across the United States and Western Europe. Mr. Douglas served as Executive Vice President, Supply Chain at CCE until April 2015. Prior to that, he was Executive Vice President & Chief Financial Officer of CCE from May 2008 to November 2013, Senior Vice President and Chief Financial Officer of CCE from May 2005 to May 2008, and Vice President, Controller and Principal Accounting Officer from July 2004 until May 2005. Prior to joining CCE, Mr. Douglas served as Chief Financial Officer of Coca-Cola HBC, one of the largest bottlers of non-alcoholic beverages in Europe. He currently serves on the Board of Directors of Coca-Cola Hellenic, which is listed on the London Stock Exchange and the Athens Stock Exchange. Mr. Douglas received a degree in Accounting from the J.M. Tull School of Accounting at the University of Georgia. Mr. Douglas’s extensive executive, financial reporting, mergers and acquisitions, and supply chain experience qualify him to serve on the Board.
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Jeri L. Isbell
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Age: 66
Director Since: October 2016
Committees: Human Resources & Compensation (Chair); Nominating & Corporate Governance
Public Company Directorships: Atkore Inc.
Jeri L. Isbell has served as one of our directors since October 2016. She was Vice President-Human Resources and Corporate Communications at Lexmark International, Inc., a leading developer, manufacturer, and supplier of printing, imaging, device management, managed print services, document workflow and business process, and content management solutions, a position she held from 2003 until her retirement in December 2016. During her 24-year tenure at Lexmark, she also held a number of leadership positions including Vice President of Compensation and Benefits, Vice President of Finance and Division Chief Financial Officer, and U.S. Controller. Ms. Isbell began her career at IBM. She currently serves as a member of the Board of Directors of Atkore Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant. Ms. Isbell was honored with a NACD Directorship 100 designation in 2021, is also a NACD Board Leadership Fellow and is NACD Directorship Certified™. Ms. Isbell’s human resources and communications leadership positions provide the Board with insight into key issues and market practices in these areas for public companies.
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Doug Black
(Chairman) |
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Bill Douglas
(Lead Director) |
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Fred
Diaz |
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Larisa
Drake |
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Roy
Dunbar |
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Jeri
Isbell |
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Judy
Sansone |
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Jack
Wyszomierski |
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Retail
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✓
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✓
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Finance/Former CFO
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✓
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✓
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✓
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Marketing & Branding
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✓
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✓
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✓
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✓
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Manufacturing
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✓
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✓
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✓
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✓
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✓
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Wholesale Distribution
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✓
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✓
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✓
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✓
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✓
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✓
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CEO/Former CEO
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✓
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✓
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✓
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eCommerce/Technology
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✓
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✓
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✓
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Construction/Building Products
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✓
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✓
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Human Resources
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✓
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Doug Black
(Chairman) |
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Bill Douglas
(Lead Director) |
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Fred
Diaz |
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Larisa
Drake |
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Roy
Dunbar |
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Jeri
Isbell |
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Judy
Sansone |
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Jack
Wyszomierski |
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Racial/Ethnic Diversity
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Black/African American
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✓
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Hispanic
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✓
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White
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✓
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✓
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✓
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✓
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✓
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✓
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Gender
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Female
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✓
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✓
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✓
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Male
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✓
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✓
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✓
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✓
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✓
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Director
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Audit
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Human Resources
and Compensation |
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Nominating and
Corporate Governance |
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William (Bill) W. Douglas III | | |
✓*
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Fred M. Diaz | | |
✓
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✓
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Larisa J. Drake | | | | | | | | |
✓
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W. Roy Dunbar | | | | | |
✓
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Jeri L. Isbell | | | | | |
✓*
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✓
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Jack L. Wyszomierski | | |
✓
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✓*
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Number of Meetings | | |
8
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5
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4
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Name
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Age
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Present Positions
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First Became an
Executive Officer |
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Doug Black | | |
59
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| | Chief Executive Officer, Chairman | | |
2014
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John Guthrie | | |
58
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Executive Vice President, Chief Financial Officer and Assistant Secretary
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2001
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Briley Brisendine
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53
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| | Executive Vice President, General Counsel and Secretary | | |
2015
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Scott Salmon | | |
56
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| | Executive Vice President, Strategy and Development | | |
2019
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Joseph Ketter | | |
55
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| | Executive Vice President, Human Resources | | |
2015
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Shannon Versaggi
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45
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| | Senior Vice President, Marketing, Category Management and Pricing | | |
2023
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Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDED CHARTER.
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Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR.
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2023
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2022
|
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Audit fees(1) | | | | $ | 1,680,000 | | | | | $ | 1,555,000 | | |
Audit-related fees(2) | | | | | 92,000 | | | | | | 94,000 | | |
All other fees(3) | | | | | 28,790 | | | | | | 3,790 | | |
Total Fees | | | | $ | 1,800,790 | | | | | $ | 1,652,790 | | |
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Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.
|
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| | | | | |
Pay Element
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| | | | | |
Base Salary
|
| | |
Short-Term
Incentive |
| | |
Performance Stock
Units |
| | |
Restricted Stock
Units |
| | |
Stock Options
|
| |
| |
Who Receives
|
| | |
All Executive Officers
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When Granted
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| | |
Annually
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Form of Delivery
|
| | |
Cash
|
| | |
Equity
|
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Performance Period
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| | |
None
|
| | |
1 Year
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| | |
3 Year
|
| | |
Vest Over 4 Years
|
| | |
Vest Over 4 Years, 10-year maximum term
|
| |
| |
2023 Performance Metrics
|
| | |
None
|
| | |
Adjusted EBITDA, NPS, Organic Daily Sales Growth, individual strategic performance
|
| | |
Relative earnings growth, ROIC, stock price
|
| | |
Stock price
|
| | |
Stock price
|
| |
| | | | | | | | |
Target STI
|
| | | | | | | |
Target Total
Direct Compensation |
| ||||||||||||
NEO
|
| |
Base Salary
|
| |
% Salary
|
| |
$ Amount
|
| |
Target LTI
|
| ||||||||||||||||||
Doug Black | | | | $ | 925,000 | | | | | | 125% | | | | | $ | 1,156,250 | | | | | $ | 3,600,000 | | | | | $ | 5,681,250 | | |
John Guthrie | | | | $ | 525,000 | | | | | | 60% | | | | | $ | 315,000 | | | | | $ | 750,000 | | | | | $ | 1,590,000 | | |
Briley Brisendine | | | | $ | 490,000 | | | | | | 60% | | | | | $ | 294,000 | | | | | $ | 750,000 | | | | | $ | 1,534,000 | | |
Scott Salmon | | | | $ | 440,000 | | | | | | 60% | | | | | $ | 264,000 | | | | | $ | 650,000 | | | | | $ | 1,354,000 | | |
Joseph Ketter | | | | $ | 385,000 | | | | | | 60% | | | | | $ | 231,000 | | | | | $ | 600,000 | | | | | $ | 1,216,000 | | |
|
Chief Executive Officer
Pay Mix 2023 |
| |
Other NEOs
Pay Mix 2023 |
|
|
![]() |
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![]() |
|
| Net Sales | | | $4.30 billion, up 7% from 2022 | |
| Customer Net Promoter Score | | | 84.9, up from 78.9 in 2022 | |
| Safety – Lost Time Incident Rate | | | 0.21, down 49% from 2022 | |
| Safety – Recordable Incident Rate | | | 1.48, down 17% from 2022 | |
|
2023 Associate Engagement Survey Promotor Score
|
| | 88, up from 87 in 2021 | |
| Acquisitions | | |
11 completed, with approximately $320 million in trailing twelve months net sales
|
|
| Advanced Drainage Systems, Inc. (NYSE: WMS) | | | MRC Global Inc. (NYSE: MRC) | |
| Applied Industrial Technologies, Inc. (NYSE: AIT) | | | MSC Industrial Direct Co., Inc. (NYSE: MSM) | |
| Beacon Roofing Supply, Inc. (NASDAQ: BECN) | | | Pool Corporation (NYSE: POOL) | |
|
Central Garden & Pet Company (NASDAQ: CENTA)
|
| | Summit Materials, Inc. (NYSE: SUM) | |
| Eagle Materials Inc. (NYSE: EXP) | | | The Scotts Miracle-Gro Company (NYSE: SMG) | |
| Fastenal Company (NASDAQ: FAST) | | | TopBuild Corp. (NYSE: BLD) | |
| GMS Inc. (NYSE: GMS) | | | Watsco, Inc. (NYSE: WSO) | |
| Installed Building Products, Inc. (NYSE: IBP) | | | | |
Pay Component
|
| |
Objective of Pay Component
|
|
Base Salary | | |
•
To attract and retain a high-performing leadership team
|
|
Short-Term Annual Cash Incentives | | |
•
To reward achievement of short-term business objectives and results, and individual performance goals viewed as drivers of stockholder value
|
|
Long-Term Equity Incentives | | |
•
To align executive and stockholder interests, create “ownership culture,” promote retention and “pay-for-performance”
|
|
Other Benefits | | |
•
To provide a safety net of protection in the case of illness, disability, death or retirement, through health, disability and life insurance, 401(k) retirement plan and other employee benefits
|
|
| | |
2022 Base Salary
|
| |
2023 Base Salary
|
| |
Base Salary Increase
|
| |||||||||
Doug Black | | | | $ | 875,000 | | | | | $ | 925,000 | | | | | | 5.7% | | |
John Guthrie | | | | $ | 500,000 | | | | | $ | 525,000 | | | | | | 5.0% | | |
Briley Brisendine | | | | $ | 470,000 | | | | | $ | 490,000 | | | | | | 4.3% | | |
Scott Salmon | | | | $ | 420,000 | | | | | $ | 440,000 | | | | | | 4.8% | | |
Joseph Ketter | | | | $ | 370,000 | | | | | $ | 385,000 | | | | | | 4.1% | | |
| | |
Threshold(1)
|
| |
Target(1)
|
| |
Maximum(1)
|
| |||||||||
Doug Black | | | | | 62.5% | | | | | | 125% | | | | | | 275% | | |
John Guthrie | | | | | 30% | | | | | | 60% | | | | | | 132% | | |
Briley Brisendine | | | | | 30% | | | | | | 60% | | | | | | 132% | | |
Scott Salmon | | | | | 30% | | | | | | 60% | | | | | | 132% | | |
Joseph Ketter | | | | | 30% | | | | | | 60% | | | | | | 132% | | |
| | |
% of Total Short-Term Annual Cash Incentive Opportunity
|
| |||||||||||||||||||||
| | |
Adjusted EBITDA(1)
|
| |
Company NPS(2)
|
| |
Organic Daily Sales
Growth(2) |
| |
Strategic
Performance(2)(3) |
| ||||||||||||
Doug Black | | | | | 70% | | | | | | 5% | | | | | | 5% | | | | | | 20% | | |
John Guthrie | | | | | 70% | | | | | | 5% | | | | | | 5% | | | | | | 20% | | |
Briley Brisendine | | | | | 70% | | | | | | 5% | | | | | | 5% | | | | | | 20% | | |
Scott Salmon | | | | | 70% | | | | | | 5% | | | | | | 5% | | | | | | 20% | | |
Joe Ketter | | | | | 70% | | | | | | 5% | | | | | | 5% | | | | | | 20% | | |
| | |
Level of
Achievement(2)(3) |
| | | | | | | |||||||||
Adjusted EBITDA(1)
|
| |
Beginning of Fiscal
Year 2023 |
| |
After Adjusting for
Acquisitions Closed Before August 8, 2023 |
| |
Payout as % of
Target Opportunity |
| |||||||||
Threshold | | | | $ | 395 million | | | | | $ | 406 million | | | | | | 50% | | |
Target | | | | $ | 450 – 464 million | | | | | $ | 462 – 464 million | | | | | | 100% | | |
Stretch | | | | $ | 508 million | | | | | $ | 522 million | | | | | | 150% | | |
Maximum | | | | $ | 620 million | | | | | $ | 638 million | | | | | | 250% | | |
Actual | | | | | | | | | | $ | 415.2 million | | | | | | 58% | | |
Company NPS(1)
|
| |
Level of
Achievement(2) |
| |
Payout as % of Target
Opportunity |
| ||||||
Threshold | | | | | 72 | | | | | | 50% | | |
Target | | | | | 80 | | | | | | 100% | | |
Maximum | | | | | 85 | | | | | | 150% | | |
Actual | | | | | 84.9 | | | | | | 149% | | |
Organic Daily Sales Growth(1)
|
| |
Level of
Achievement(2) |
| |
Payout as % of Target
Opportunity |
| ||||||
Threshold | | | | | 0% | | | | | | 50% | | |
Target | | | | | 5% | | | | | | 100% | | |
Maximum | | | | | 7% | | | | | | 150% | | |
Actual | | | | | 0.2% | | | | | | 52% | | |
Name
|
| |
Individual Performance Categories
|
| |
Level of
Achievement |
| |
Factors Supporting
Level of Achievement |
|
Doug Black
|
| |
SiteOne Safety
|
| |
150%
|
| |
•
Decrease in recordable incident rate, exceeding target decrease
•
Decrease in lost time incident rate, exceeding target decrease
•
Zero work-related fatalities
•
Enhanced field safety culture
|
|
| Diversity and Inclusion | | |
100%
|
| |
•
Increased leader and overall diversity
•
Increased bilingual branches from 56% to 58%, short of 63% goal
•
Active ARGs, Diversity Council and other D&I programs
|
| ||
| Key Business Focus Areas | | |
100%
|
| |
•
Strong progress with commercial and operational initiatives and building team
|
| ||
John Guthrie | | | Accounting and Internal Audit | | |
100%
|
| |
•
Further improvements to AP process and supplier portal rollout
•
Enhanced Internal Audit process and reporting
•
Enhanced acquisition integrations
|
|
| | |
FP&A and Performance Management
|
| |
100%
|
| |
•
Improved forecasting and field support
|
|
| | | Diversity and Inclusion | | |
100%
|
| |
•
Increased team leadership diversity
•
Support for ARGs, Diversity Council and other D&I programs
|
|
Briley Brisendine | | | SiteOne Safety | | |
150%
|
| |
•
Decrease in recordable incident rate, exceeding target decrease
•
Decrease in lost time incident rate, exceeding target decrease
•
Zero work-related fatalities
•
Enhanced field safety culture
|
|
| | | Governance, Field Support and Risk Management | | |
150%
|
| |
•
Excellent governance management
•
Publication of enhanced IMPACT Report
•
Responsiveness and support to field operations
|
|
| | | Real Estate and Construction | | |
100%
|
| |
•
Solid progress with real estate and construction process and collaboration with field
|
|
Scott Salmon | | | Strategy and Investor Relations | | |
125%
|
| |
•
Excellent investor relations support
|
|
| | | Acquisition Growth | | |
100%
|
| |
•
Record acquired TTM revenue
|
|
| | | Acquisition Integration and Performance | | |
75%
|
| |
•
Record number of integrations
•
Acquisition performance below target
|
|
Name
|
| |
Individual Performance Categories
|
| |
Level of
Achievement |
| |
Factors Supporting
Level of Achievement |
|
Joe Ketter | | | SiteOne Safety | | |
150%
|
| |
•
Decrease in recordable incident rate, exceeding target decrease
•
Decrease in lost time incident rate, exceeding target decrease
•
Strong support for field execution of safety enhancements
|
|
| | | Diversity and Inclusion | | |
100%
|
| |
•
Increased leader and overall diversity
•
Increased bilingual branches from 56% to 58%, short of 63% goal
•
Active ARGs, Diversity Council and other D&I programs
|
|
| | | Team Development | | |
100%
|
| |
•
Good progress on leadership development
•
Support for Branch Manager Academy development
•
Strong Associate Engagement Survey results
•
No reduction in overall Company turnover
|
|
| | |
Eligible Earnings(1)
|
| |
Target % of Salary
|
| |
Target Bonus $
|
| |
Payout as % Target
|
| |
Actual Bonus
|
| |||||||||||||||
Doug Black | | | | $ | 918,269 | | | | | | 125% | | | | | $ | 1,147,836 | | | | | | 76% | | | | | $ | 870,060 | | |
John Guthrie | | | | $ | 521,634 | | | | | | 60% | | | | | $ | 312,981 | | | | | | 71% | | | | | $ | 221,590 | | |
Briley Brisendine | | | | $ | 487,308 | | | | | | 60% | | | | | $ | 292,385 | | | | | | 78% | | | | | $ | 228,937 | | |
Scott Salmon | | | | $ | 437,308 | | | | | | 60% | | | | | $ | 262,385 | | | | | | 70% | | | | | $ | 184,128 | | |
Joseph Ketter | | | | $ | 382,981 | | | | | | 60% | | | | | $ | 229,789 | | | | | | 73% | | | | | $ | 168,435 | | |
|
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In connection with its annual review of our executive compensation program, including input from FW Cook and feedback received from our stockholders during the 2023 Fiscal Year, in February 2024, our Human Resources and Compensation Committee approved an award mix for our NEOs under the LTIP consisting of 50% RSUs and 50% PSUs for the 2024 Fiscal Year. We believe this update to the award mix under our LTIP further demonstrates our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe this updated LTIP design evidences our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success.
|
|
Name
|
| |
Number of Options
Awarded |
| |
Number of RSUs
Awarded |
| |
Number of PSUs
Awarded |
| |
Targeted Fair Value for All
2023 Awards |
| ||||||||||||
Doug Black | | | | | 16,871 | | | | | | 8,034 | | | | | | 8,034 | | | | | $ | 3,600,000 | | |
John Guthrie | | | | | 3,514 | | | | | | 1,673 | | | | | | 1,673 | | | | | $ | 750,000 | | |
Briley Brisendine | | | | | 3,514 | | | | | | 1,673 | | | | | | 1,673 | | | | | $ | 750,000 | | |
Scott Salmon | | | | | 3,046 | | | | | | 1,450 | | | | | | 1,450 | | | | | $ | 650,000 | | |
Joseph Ketter | | | | | 2,811 | | | | | | 1,339 | | | | | | 1,339 | | | | | $ | 600,000 | | |
Performance Level
|
| |
Relative EBTA Growth
|
| |
% Target Award
|
| |
Performance Level
|
| |
Avg. ROIC
|
| |
Modifier to PSUs
Earned Based on Relative EBTA Growth(1) |
|
<Threshold
|
| |
<25th percentile
|
| |
0%
|
| | | | | | | | | |
Threshold
|
| |
25th percentile
|
| |
50%
|
| |
Below Target
|
| |
<12%
|
| |
-20%
|
|
Target
|
| |
50th percentile
|
| |
100%
|
| |
Target
|
| |
12%-20%
|
| |
0%
|
|
Maximum
|
| |
>=75th percentile
|
| |
200%
|
| |
Above Target
|
| |
>20%
|
| |
+20%
|
|
Name
|
| |
PSUs Awarded
in February 2020 |
| |
Number of PSUs
Settled in May 2023(1)(2) |
| |
Value of
Earned PSUs in May 2023(3) |
| |||||||||
Doug Black | | | | | 6,641 | | | | | | 13,282 | | | | | $ | 1,966,931 | | |
John Guthrie | | | | | 1,229 | | | | | | 2,458 | | | | | $ | 364,005 | | |
Briley Brisendine | | | | | 1,475 | | | | | | 2,950 | | | | | $ | 436,866 | | |
Scott Salmon | | | | | 1,229 | | | | | | 2,458 | | | | | $ | 364,005 | | |
Joseph Ketter | | | | | 1,106 | | | | | | 2,212 | | | | | $ | 327,575 | | |
Position
|
| |
Multiple
|
|
Chief Executive Officer | | |
6x Annual Base Salary
|
|
Covered Executives | | |
2x Annual Base Salary
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Option
Awards ($)(2) |
| |
Stock
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||||||||
Doug Black
Chairman and Chief Executive Officer |
| | | | 2023 | | | | | | 918,269 | | | | | | 1,218,761 | | | | | | 2,399,916 | | | | | | 870,060 | | | | | | 23,342 | | | | | | 5,430,348 | | |
| | | 2022 | | | | | | 871,634 | | | | | | 1,158,135 | | | | | | 2,266,540 | | | | | | 1,160,363 | | | | | | 17,509 | | | | | | 5,474,181 | | | ||
| | | 2021 | | | | | | 850,000 | | | | | | 997,710 | | | | | | 1,999,781 | | | | | | 2,188,749 | | | | | | 12,553 | | | | | | 6,048,793 | | | ||
John Guthrie
Executive Vice President, Chief Financial Officer |
| | | | 2023 | | | | | | 521,634 | | | | | | 253,851 | | | | | | 499,759 | | | | | | 221,590 | | | | | | 14,053 | | | | | | 1,510,887 | | |
| | | 2022 | | | | | | 493,269 | | | | | | 238,443 | | | | | | 466,440 | | | | | | 335,176 | | | | | | 13,038 | | | | | | 1,546,366 | | | ||
| | | 2021 | | | | | | 442,308 | | | | | | 191,191 | | | | | | 383,142 | | | | | | 554,530 | | | | | | 12,452 | | | | | | 1,583,623 | | | ||
Briley Brisendine
Executive Vice President, General Counsel and Secretary |
| | | | 2023 | | | | | | 487,308 | | | | | | 253,851 | | | | | | 499,759 | | | | | | 228,937 | | | | | | 14,029 | | | | | | 1,483,884 | | |
| | | 2022 | | | | | | 466,635 | | | | | | 238,443 | | | | | | 466,440 | | | | | | 317,078 | | | | | | 12,994 | | | | | | 1,501,590 | | | ||
| | | 2021 | | | | | | 442,692 | | | | | | 207,816 | | | | | | 416,372 | | | | | | 560,814 | | | | | | 12,454 | | | | | | 1,640,148 | | | ||
Scott Salmon
Executive Vice President, Strategy and Development |
| | | | 2023 | | | | | | 437,308 | | | | | | 220,043 | | | | | | 433,144 | | | | | | 184,128 | | | | | | 23,560 | | | | | | 1,298,183 | | |
| | | 2022 | | | | | | 417,308 | | | | | | 204,363 | | | | | | 399,704 | | | | | | 274,171 | | | | | | 13,824 | | | | | | 1,309,370 | | | ||
| | | 2021 | | | | | | 377,019 | | | | | | 182,878 | | | | | | 366,527 | | | | | | 470,801 | | | | | | 12,334 | | | | | | 1,409,559 | | | ||
Joseph Ketter
Executive Vice President, Human Resources |
| | | | 2023 | | | | | | 382,981 | | | | | | 203,067 | | | | | | 399,986 | | | | | | 168,435 | | | | | | 13,851 | | | | | | 1,168,320 | | |
| | | 2022 | | | | | | 367,307 | | | | | | 187,295 | | | | | | 366,334 | | | | | | 244,076 | | | | | | 12,825 | | | | | | 1,177,837 | | | ||
| | | 2021 | | | | | | 348,462 | | | | | | 157,940 | | | | | | 316,350 | | | | | | 436,166 | | | | | | 12,293 | | | | | | 1,271,211 | | |
Name
|
| |
Grant
Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| |
All
Other Option Awards: Number of Securities Underlying Options (#)(4) |
| |
All Other
Stock Awards: Number of Securities Underlying Awards (#)(5) |
| |
Exercise
or Base Price of Awards ($) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(6) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($)(2) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Doug Black
|
| | | | — | | | | | | 573,918 | | | | | | 1,147,836 | | | | | | 2,525,240 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,017 | | | | | | 8,034 | | | | | | 16,068 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,199,958 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,871 | | | | | | — | | | | | | 149.36 | | | | | | 1,218,761 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,034 | | | | | | — | | | | | | 1,199,958 | | | ||
John Guthrie
|
| | | | — | | | | | | 156,490 | | | | | | 312,981 | | | | | | 688,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 837 | | | | | | 1,673 | | | | | | 3,346 | | | | | | — | | | | | | — | | | | | | — | | | | | | 249,879 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,514 | | | | | | — | | | | | | 149.36 | | | | | | 253,851 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,673 | | | | | | — | | | | | | 249,879 | | | ||
Briley Brisendine
|
| | | | — | | | | | | 146,192 | | | | | | 292,385 | | | | | | 643,246 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 837 | | | | | | 1,673 | | | | | | 3,346 | | | | | | — | | | | | | — | | | | | | — | | | | | | 249,879 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,514 | | | | | | — | | | | | | 149.36 | | | | | | 253,851 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,673 | | | | | | — | | | | | | 249,879 | | | ||
Scott Salmon
|
| | | | — | | | | | | 131,192 | | | | | | 262,385 | | | | | | 577,246 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 725 | | | | | | 1,450 | | | | | | 2,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | 216,572 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,046 | | | | | | — | | | | | | 149.36 | | | | | | 220,043 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,450 | | | | | | — | | | | | | 216,572 | | | ||
Joseph Ketter
|
| | | | — | | | | | | 114,894 | | | | | | 229,789 | | | | | | 505,535 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 670 | | | | | | 1,339 | | | | | | 2,678 | | | | | | — | | | | | | — | | | | | | — | | | | | | 199,993 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,811 | | | | | | — | | | | | | 149.36 | | | | | | 203,067 | | | ||
| | | 2/9/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,339 | | | | | | — | | | | | | 199,993 | | |
| | | | | | | | |
Option Awards(2)(3)
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date(1)
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option Exercise
Price ($)(4) |
| |
Option
Expiration Date |
| |
Number of
RSUs that have not Vested (#)(5) |
| |
Market
Value of RSUs that have not Vested ($)(6) |
| |
Equity
Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that have not Vested (#)(7) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(6) |
| |||||||||||||||||||||||||||
Doug Black | | | | | 2/9/2023 | | | | | | — | | | | | | 16,871 | | | | | | 149.36 | | | | | | 2/9/2033 | | | | | | 8,034 | | | | | | 1,305,525 | | | | | | 8,034 | | | | | | 1,305,525 | | |
| | | | | 2/10/2022 | | | | | | 5,038 | | | | | | 15,114 | | | | | | 179.40 | | | | | | 2/10/2032 | | | | | | 4,738 | | | | | | 769,925 | | | | | | 6,317 | | | | | | 1,026,513 | | |
| | | | | 2/11/2021 | | | | | | 10,382 | | | | | | 10,382 | | | | | | 166.15 | | | | | | 2/11/2031 | | | | | | 3,009 | | | | | | 488,963 | | | | | | — | | | | | | — | | |
| | | | | 2/5/2020 | | | | | | 29,888 | | | | | | 9,962 | | | | | | 101.63 | | | | | | 2/5/2030 | | | | | | 1,660 | | | | | | 269,750 | | | | | | — | | | | | | — | | |
| | | | | 2/6/2019 | | | | | | 66,873 | | | | | | — | | | | | | 51.59 | | | | | | 2/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/14/2018 | | | | | | 67,187 | | | | | | — | | | | | | 77.04 | | | | | | 2/14/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/17/2017 | | | | | | 41,629 | | | | | | — | | | | | | 38.73 | | | | | | 2/17/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John Guthrie | | | | | 2/9/2023 | | | | | | — | | | | | | 3,514 | | | | | | 149.36 | | | | | | 2/9/2033 | | | | | | 1,673 | | | | | | 271,863 | | | | | | 1,673 | | | | | | 271,863 | | |
| | | | | 2/10/2022 | | | | | | 1,037 | | | | | | 3,112 | | | | | | 179.40 | | | | | | 2/10/2032 | | | | | | 975 | | | | | | 158,438 | | | | | | 1,300 | | | | | | 211,250 | | |
| | | | | 2/11/2021 | | | | | | 1,990 | | | | | | 1,989 | | | | | | 166.15 | | | | | | 2/11/2031 | | | | | | 576 | | | | | | 93,600 | | | | | | — | | | | | | — | | |
| | | | | 2/5/2020 | | | | | | 3,689 | | | | | | 1,845 | | | | | | 101.63 | | | | | | 2/5/2030 | | | | | | 307 | | | | | | 49,888 | | | | | | — | | | | | | — | | |
| | | | | 2/6/2019 | | | | | | 3,541 | | | | | | — | | | | | | 51.59 | | | | | | 2/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/14/2018 | | | | | | 3,359 | | | | | | — | | | | | | 77.04 | | | | | | 2/14/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Briley Brisendine | | | | | 2/9/2023 | | | | | | — | | | | | | 3,514 | | | | | | 149.36 | | | | | | 2/9/2033 | | | | | | 1,673 | | | | | | 271,863 | | | | | | 1,673 | | | | | | 271,863 | | |
| | | | | 2/10/2022 | | | | | | 1,037 | | | | | | 3,112 | | | | | | 179.40 | | | | | | 2/10/2032 | | | | | | 975 | | | | | | 158,438 | | | | | | 1,300 | | | | | | 211,250 | | |
| | | | | 2/11/2021 | | | | | | 2,163 | | | | | | 2,162 | | | | | | 166.15 | | | | | | 2/11/2031 | | | | | | 626 | | | | | | 101,725 | | | | | | — | | | | | | — | | |
| | | | | 2/5/2020 | | | | | | 6,641 | | | | | | 2,214 | | | | | | 101.63 | | | | | | 2/5/2030 | | | | | | 369 | | | | | | 59,963 | | | | | | — | | | | | | — | | |
| | | | | 2/6/2019 | | | | | | 13,083 | | | | | | — | | | | | | 51.59 | | | | | | 2/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/14/2018 | | | | | | 13,437 | | | | | | — | | | | | | 77.04 | | | | | | 2/14/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/17/2017 | | | | | | 18,590 | | | | | | — | | | | | | 38.73 | | | | | | 2/17/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/12/2016 | | | | | | 35,000 | | | | | | — | | | | | | 26.67 | | | | | | 5/12/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 9/8/2015 | | | | | | 1,035 | | | | | | — | | | | | | 12.84 | | | | | | 9/8/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Salmon | | | | | 2/9/2023 | | | | | | — | | | | | | 3,046 | | | | | | 149.36 | | | | | | 2/9/2033 | | | | | | 1,450 | | | | | | 235,625 | | | | | | 1,450 | | | | | | 235,625 | | |
| | | | | 2/10/2022 | | | | | | 889 | | | | | | 2,667 | | | | | | 179.40 | | | | | | 2/10/2032 | | | | | | 835 | | | | | | 135,688 | | | | | | 1,114 | | | | | | 181,025 | | |
| | | | | 2/11/2021 | | | | | | 1,903 | | | | | | 1,903 | | | | | | 166.15 | | | | | | 2/11/2031 | | | | | | 551 | | | | | | 89,538 | | | | | | — | | | | | | — | | |
| | | | | 2/5/2020 | | | | | | 5,534 | | | | | | 1,845 | | | | | | 101.63 | | | | | | 2/5/2030 | | | | | | 307 | | | | | | 49,888 | | | | | | — | | | | | | — | | |
| | | | | 3/11/2019 | | | | | | 26,406 | | | | | | — | | | | | | 52.26 | | | | | | 3/11/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joe Ketter | | | | | 2/9/2023 | | | | | | — | | | | | | 2,811 | | | | | | 149.36 | | | | | | 2/9/2033 | | | | | | 1,339 | | | | | | 217,588 | | | | | | 1,339 | | | | | | 217,588 | | |
| | | | | 2/10/2022 | | | | | | 815 | | | | | | 2,444 | | | | | | 179.40 | | | | | | 2/10/2032 | | | | | | 766 | | | | | | 124,475 | | | | | | 1,021 | | | | | | 165,913 | | |
| | | | | 2/11/2021 | | | | | | 1,644 | | | | | | 1,643 | | | | | | 166.15 | | | | | | 2/11/2031 | | | | | | 476 | | | | | | 77,350 | | | | | | — | | | | | | — | | |
| | | | | 2/5/2020 | | | | | | 4,981 | | | | | | 1,660 | | | | | | 101.63 | | | | | | 2/5/2030 | | | | | | 276 | | | | | | 44,850 | | | | | | — | | | | | | — | | |
| | | | | 2/6/2019 | | | | | | 8,722 | | | | | | — | | | | | | 51.59 | | | | | | 2/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/14/2018 | | | | | | 8,750 | | | | | | — | | | | | | 77.04 | | | | | | 2/14/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/17/2017 | | | | | | 10,108 | | | | | | — | | | | | | 38.73 | | | | | | 2/17/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 7/27/2015 | | | | | | 46,690 | | | | | | — | | | | | | 12.84 | | | | | | 7/27/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value realized
on exercise ($)(1) |
| |
Number of
shares acquired on vesting (#)(2) |
| |
Value realized
on vesting ($)(2)(3) |
| ||||||||||||
Doug Black | | | | | 121,960 | | | | | | 16,561,959 | | | | | | 13,547 | | | | | | 2,129,372 | | |
John Guthrie | | | | | 3,000 | | | | | | 355,230 | | | | | | 2,619 | | | | | | 411,376 | | |
Briley Brisendine | | | | | — | | | | | | — | | | | | | 2,805 | | | | | | 441,049 | | |
Scott Salmon | | | | | — | | | | | | — | | | | | | 3,065 | | | | | | 458,987 | | |
Joseph Ketter | | | | | — | | | | | | — | | | | | | 2,085 | | | | | | 327,842 | | |
| | |
Estimated PSU Stock Awards
|
| |||||||||
| | |
Number of
shares vested (#) |
| |
Value realized
on vesting ($) |
| ||||||
Doug Black | | | | | 6,018 | | | | | | 977,925 | | |
John Guthrie | | | | | 1,153 | | | | | | 187,363 | | |
Briley Brisendine | | | | | 1,253 | | | | | | 203,613 | | |
Scott Salmon | | | | | 1,103 | | | | | | 179,238 | | |
Joseph Ketter | | | | | 952 | | | | | | 154,700 | | |
| | |
Without Cause/
For Good Reason (No CIC) ($) |
| |
Without Cause/
For Good Reason (In connection with CIC) ($) |
| |
Death/Disability
($) |
| |
Retirement
($)(5) |
| |
CIC (No
Termination) ($)(6) |
|
Doug Black | | | | | | | | | | | | | | | | |
Severance Pay (base salary and bonus components)(1)
|
| |
1,377,404
|
| |
4,132,211
|
| |
—
|
| |
—
|
| |
—
|
|
Employer-Paid COBRA(2)
|
| |
38,129
|
| |
38,129
|
| |
38,129
|
| |
—
|
| |
—
|
|
Value of Equity Award Acceleration(3)
|
| |
3,671,597
|
| |
6,972,197
|
| |
5,759,676
|
| |
1,962,385
|
| |
6,972,197
|
|
Total
|
| |
5,087,130
|
| |
11,142,537
|
| |
5,797,805
|
| |
1,962,385
|
| |
6,972,197
|
|
John Guthrie | | | | | | | | | | | | | | | | |
Severance Pay (base salary and bonus components)(1)
|
| |
782,452
|
| |
1,669,230
|
| |
—
|
| |
—
|
| |
—
|
|
Employer-Paid COBRA(2)
|
| |
33,052
|
| |
33,052
|
| |
33,052
|
| |
—
|
| |
—
|
|
Value of Equity Award Acceleration(3)
|
| |
724,032
|
| |
1,402,742
|
| |
1,151,083
|
| |
408,657
|
| |
1,402,742
|
|
Total
|
| |
1,539,536
|
| |
3,105,024
|
| |
1,184,135
|
| |
408,657
|
| |
1,402,742
|
|
Briley Brisendine | | | | | | | | | | | | | | | | |
Severance Pay (base salary and bonus components)(1)
|
| |
730,962
|
| |
1,559,385
|
| |
—
|
| |
—
|
| |
—
|
|
Employer-Paid COBRA(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Value of Equity Award Acceleration(3)
|
| |
773,227
|
| |
1,459,653
|
| |
1,207,994
|
| |
—
|
| |
1,459,653
|
|
Total
|
| |
1,504,189
|
| |
3,019,038
|
| |
1,207,994
|
| |
—
|
| |
1,459,653
|
|
Scott Salmon | | | | | | | | | | | | | | | | |
Severance Pay (base salary and bonus components)(1)
|
| |
655,962
|
| |
1,399,385
|
| |
—
|
| |
—
|
| |
—
|
|
Employer-Paid COBRA(2)
|
| |
48,448
|
| |
48,448
|
| |
48,448
|
| |
—
|
| |
—
|
|
Value of Equity Award Acceleration(3)
|
| |
665,723
|
| |
1,258,955
|
| |
1,041,530
|
| |
—
|
| |
1,258,955
|
|
Total
|
| |
1,370,133
|
| |
2,706,788
|
| |
1,089,978
|
| |
—
|
| |
1,258,955
|
|
Joseph Ketter | | | | | | | | | | | | | | | | |
Severance Pay (base salary and bonus components)(1)
|
| |
574,471
|
| |
1,225,539
|
| |
—
|
| |
—
|
| |
—
|
|
Employer-Paid COBRA(2)
|
| |
48,448
|
| |
48,448
|
| |
48,448
|
| |
—
|
| |
—
|
|
Value of Equity Award Acceleration(3)
|
| |
597,187
|
| |
1,140,443
|
| |
940,081
|
| |
—
|
| |
1,140,443
|
|
Total
|
| |
1,220,106
|
| |
2,414,430
|
| |
988,529
|
| |
—
|
| |
1,140,443
|
|
| | |
Annual Retainer
|
| |||
Board: | | | | | | | |
All non-employee members | | | | $ | 80,000 | | |
Lead Director | | | | $ | 35,000 | | |
Audit Committee: | | | | | | | |
Chair | | | | $ | 32,500 | | |
Non-Chair members | | | | $ | 12,500 | | |
Human Resources and Compensation Committee: | | | | | | | |
Chair | | | | $ | 27,500 | | |
Non-Chair members | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chair | | | | $ | 22,500 | | |
Non-Chair members | | | | $ | 7,500 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards ($)(1)
|
| |
Total ($)
|
| |||||||||
Fred M. Diaz | | | | | 100,700 | | | | | | 130,000 | | | | | | 230,700 | | |
William W. Douglas III | | | | | 145,700 | | | | | | 130,000 | | | | | | 275,700 | | |
Larisa J. Drake | | | | | 85,700 | | | | | | 130,000 | | | | | | 215,700 | | |
W. Roy Dunbar | | | | | 88,200 | | | | | | 130,000 | | | | | | 218,200 | | |
Jeri L. Isbell | | | | | 112,300 | | | | | | 130,000 | | | | | | 242,300 | | |
Jack L. Wyszomierski | | | | | 111,400 | | | | | | 130,000 | | | | | | 241,400 | | |
Position
|
| |
Multiple
|
|
Non-Employee Director | | |
5x Annual Cash Retainer
|
|
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) |
| |
Weighted
Average Exercise Price of Outstanding Options ($) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) |
| |||||||||
Equity compensation plans approved by stockholders | | | | | 1,193,740 | | | | | $ | 80.40 | | | | | | 2,006,912 | | |
Equity compensation plans not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
Year | | | Summary Compensation Table for CEO ($)(1) | | | Compensation Actually Paid to CEO ($)(2) | | | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-CEO NEOs ($)(2) | | | Value of Fixed $100 Investment Based On: | | | Net Income (in millions) ($)(6) | | | EBITDA (in millions) ($)(7) | | |||||||||||||||||||||||||||
| Total Shareholder Return ($) (4) | | | Peer Group Total Shareholder Return ($)(5) | | ||||||||||||||||||||||||||||||||||||||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CEO Adjustments(a)(b) | | | 2023 ($) | | | 2022 ($) | | | 2021 ($) | | | 2020 ($) | | ||||||||||||
Summary Compensation Table Total | | | | | | | | | | | | | | | | | | | | | | ||||
Deduct Equity Awards included in Summary Compensation Table | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | | | | | | | | | | | | | | | | | | | | | | ||||
Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End | | | | | | | | | | ( | | | | | | | | | | | | | |||
Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year | | | | | | | | | | ( | | | | | | | | | | | | | |||
Total CAP | | | | | | | | | | ( | | | | | | | | | | | | |
Non-CEO Adjustments(a)(b) | | | 2023 ($) | | | 2022 ($) | | | 2021 ($) | | | 2020 ($) | | ||||||||||||
Summary Compensation Table Total | | | | | | | | | | | | | | | | | | | | | | ||||
Deduct Equity Awards included in Summary Compensation Table | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | | | | | | | | | | | | | | | | | | | | | | ||||
Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End | | | | | | | | | | ( | | | | | | | | | | | | | |||
Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year | | | | | | | | | | ( | | | | | | | | | | | | | |||
Total CAP | | | | | | | | | | ( | | | | | | | | | | | | |
Financial Performance Measures | |
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| |
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Name of Beneficial Owner
|
| |
Shares
Beneficially Owned |
| |
Percent
|
| ||||||
T. Rowe Price Associates, Inc.(1) | | | | | 5,204,013 | | | | | | 11.5% | | |
The Vanguard Group(2) | | | | | 4,134,723 | | | | | | 9.2% | | |
Blackrock, Inc.(3) | | | | | 4,035,047 | | | | | | 8.9% | | |
Kayne Anderson Rudnick Investment Management LLC(4) | | | | | 3,383,990 | | | | | | 7.5% | | |
W. Roy Dunbar(5) | | | | | 8,495 | | | | | | * | | |
Fred M. Diaz(5) | | | | | 12,145 | | | | | | * | | |
William W. Douglas III(5) | | | | | 15,944 | | | | | | * | | |
Jeri L. Isbell(5) | | | | | 9,452 | | | | | | * | | |
Jack L. Wyszomierski(5) | | | | | 15,944 | | | | | | * | | |
Larisa J. Drake(5) | | | | | 5,323 | | | | | | * | | |
Judy Sansone(5) | | | | | — | | | | | | * | | |
Doug Black(6) | | | | | 800,063 | | | | | | 1.8% | | |
John Guthrie(6) | | | | | 30,839 | | | | | | * | | |
Briley Brisendine(6) | | | | | 105,482 | | | | | | * | | |
Scott Salmon(6) | | | | | 49,939 | | | | | | * | | |
Joseph Ketter(6) | | | | | 97,526 | | | | | | * | | |
All current directors, nominees and executive officers as a group (13 persons)(6)
|
| | | | 1,173,249 | | | | | | 2.6% | | |
|
①
|
| | View our proxy materials on the Internet | |
|
②
|
| | View your shares | |
|
③
|
| | Request printed copies of these materials, including the proxy card or voting instruction card | |
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Proposal 1:
|
| |
Elect the three Class II nominees named in the accompanying Proxy Statement as Class II directors for a term expiring at the 2027 Annual Meeting of Stockholders.
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Proposal 2:
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Approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted pursuant the Delaware General Corporation Law.
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Proposal 3:
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Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024.
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Proposal 4:
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| | Hold a non-binding advisory vote to approve executive compensation. | |
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Other Proposals:
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Transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.
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Proposal 1:
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“FOR” each of the Class II nominees named in this Proxy Statement as Class II directors for a term expiring at the 2027 Annual Meeting of Stockholders.
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Proposal 2:
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“FOR” the proposal to amend our Charter to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law.
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Proposal 3:
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“FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024.
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Proposal 4:
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| | “FOR” the non-binding advisory vote to approve executive compensation. | |
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Other Proposals:
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At the discretion of Doug Black and Briley Brisendine, the persons designated as proxies for the Annual Meeting, either “FOR”, “AGAINST” or “ABSTAIN” with regard to any other business that may properly come before the Annual Meeting.
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Proposal(1)
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| |
Stockholder
Vote Required for Approval |
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Effect
of Abstentions |
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Effect of
Broker Non-Votes(2) |
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①
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| | Election of Class II Directors | | |
Plurality
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No effect
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No effect
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②
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| | Approve an amendment to our Charter to limit the liability of certain officers | | |
Majority of the voting power of all of the outstanding shares of common stock entitled to vote at the Annual Meeting
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Counts as vote against proposal
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Counts as vote against proposal
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③
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| | Ratification of the selection of Deloitte & Touche LLP as our independent public accounting firm | | |
Majority of shares present and entitled to vote at the Annual Meeting
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Counts as vote against proposal
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There will be no broker non-votes
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④
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| | Advisory vote to approve executive compensation(3) | | |
Majority of shares present and entitled to vote at the Annual Meeting
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Counts as vote against proposal
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No effect
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| | | |
If you are a Stockholder of Record
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| |
If you are a Beneficial Owner of
Shares Held in Street Name |
|
|
By Internet
(24 hours a day)(1) |
| |
www.proxyvote.com
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| |
www.proxyvote.com
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By Telephone
(24 hours a day)(1) |
| |
1-800-690-6903
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1-800-454-8683
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By Mail
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| |
Return a properly executed and dated proxy card in the pre-paid envelope we have provided
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Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your bank, brokerage firm, broker-dealer or similar organization makes available
|
|
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At the Annual Meeting(1)
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For instructions on voting, please refer to the section below entitled “Can I Vote In Person At The Annual Meeting?”
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| |
For instructions on voting, please refer to the section below entitled “Can I Vote In Person At The Annual Meeting?”
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| | | |
2023 Fiscal Year
|
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2022 Fiscal Year
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Year
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Qtr 4
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Qtr 3
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Qtr 2
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Qtr 1
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Year
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Qtr 4
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Qtr 3
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Qtr 2
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Qtr 1
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Reported Net income
(loss) |
| | | | $ | 173.4 | | | | | | $ | (3.4) | | | | | $ | 57.3 | | | | | $ | 124.0 | | | | | $ | (4.5) | | | | | | $ | 245.4 | | | | | | $ | (0.9) | | | | | $ | 73.3 | | | | | $ | 140.7 | | | | | $ | 32.3 | | |
Income tax expense (benefit)
|
| | | | | 49.8 | | | | | | | (5.0) | | | | | | 17.5 | | | | | | 40.0 | | | | | | (2.7) | | | | | | | 67.7 | | | | | | | (4.6) | | | | | | 22.9 | | | | | | 44.8 | | | | | | 4.6 | | |
Interest expense, net
|
| | | | | 27.1 | | | | | | | 6.5 | | | | | | 6.4 | | | | | | 7.3 | | | | | | 6.9 | | | | | | | 20.0 | | | | | | | 5.5 | | | | | | 5.6 | | | | | | 4.6 | | | | | | 4.3 | | |
Depreciation & amortization
|
| | | | | 127.7 | | | | | | | 34.6 | | | | | | 31.3 | | | | | | 31.0 | | | | | | 30.8 | | | | | | | 103.8 | | | | | | | 31.6 | | | | | | 27.4 | | | | | | 23.1 | | | | | | 21.7 | | |
EBITDA
|
| | | | | 378.0 | | | | | | | 32.7 | | | | | | 112.5 | | | | | | 202.3 | | | | | | 30.5 | | | | | | | 436.9 | | | | | | | 31.6 | | | | | | 129.2 | | | | | | 213.2 | | | | | | 62.9 | | |
Stock-based compensation(a)
|
| | | | | 25.7 | | | | | | | 5.0 | | | | | | 5.0 | | | | | | 7.1 | | | | | | 8.6 | | | | | | | 18.3 | | | | | | | 4.3 | | | | | | 4.5 | | | | | | 5.8 | | | | | | 3.7 | | |
(Gain) loss on sale of assets(b)
|
| | | | | (0.5) | | | | | | | (0.1) | | | | | | (0.2) | | | | | | 0.2 | | | | | | (0.4) | | | | | | | (0.8) | | | | | | | 0.2 | | | | | | (0.7) | | | | | | (0.2) | | | | | | (0.1) | | |
Financing fees(c)
|
| | | | | 0.5 | | | | | | | — | | | | | | 0.4 | | | | | | 0.1 | | | | | | — | | | | | | | 0.3 | | | | | | | — | | | | | | 0.1 | | | | | | 0.2 | | | | | | — | | |
Acquisitions and other adjustments(d)
|
| | | | | 7.0 | | | | | | | 2.3 | | | | | | 2.1 | | | | | | 1.5 | | | | | | 1.1 | | | | | | | 9.6 | | | | | | | 2.8 | | | | | | 2.5 | | | | | | 3.0 | | | | | | 1.3 | | |
Adjusted EBITDA(e)
|
| | | | $ | 410.7 | | | | | | $ | 39.9 | | | | | $ | 119.8 | | | | | $ | 211.2 | | | | | $ | 39.8 | | | | | | $ | 464.3 | | | | | | $ | 38.9 | | | | | $ | 135.6 | | | | | $ | 222.0 | | | | | $ | 67.8 | | |
| | | |
2023 Fiscal Year
|
| | |
2022 Fiscal Year
|
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| | | |
Year
|
| | |
Qtr 4
|
| |
Qtr 3
|
| |
Qtr 2
|
| |
Qtr 1
|
| | |
Year
|
| | |
Qtr 4
|
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Qtr 3
|
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Qtr 2
|
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Qtr 1
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Reported Net sales
|
| | | | $ | 4,301.2 | | | | | | $ | 965.0 | | | | | $ | 1,145.1 | | | | | $ | 1,353.7 | | | | | $ | 837.4 | | | | | | $ | 4,014.5 | | | | | | $ | 890.0 | | | | | $ | 1,102.6 | | | | | $ | 1,216.6 | | | | | $ | 805.3 | | |
Organic sales(a)
|
| | | | | 3,937.3 | | | | | | | 860.6 | | | | | | 1,046.7 | | | | | | 1,252.4 | | | | | | 777.6 | | | | | | | 3,929.3 | | | | | | | 857.0 | | | | | | 1,068.9 | | | | | | 1,201.4 | | | | | | 802.0 | | |
Acquisition contribution(b)
|
| | | | | 363.9 | | | | | | | 104.4 | | | | | | 98.4 | | | | | | 101.3 | | | | | | 59.8 | | | | | | | 85.2 | | | | | | | 33.0 | | | | | | 33.7 | | | | | | 15.2 | | | | | | 3.3 | | |
Selling Days
|
| | | | | 252 | | | | | | | 61 | | | | | | 63 | | | | | | 64 | | | | | | 64 | | | | | | | 252 | | | | | | | 60 | | | | | | 63 | | | | | | 64 | | | | | | 65 | | |
Organic Daily Sales
|
| | | | $ | 15.6 | | | | | | $ | 14.1 | | | | | $ | 16.6 | | | | | $ | 19.6 | | | | | $ | 12.2 | | | | | | $ | 15.6 | | | | | | $ | 14.3 | | | | | $ | 17.0 | | | | | $ | 18.8 | | | | | $ | 12.3 | | |