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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.   )

Summit Materials, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Summit Materials, Inc. ("Summit Materials" or the "Company") will be held at 8:00 a.m., Mountain Time, on Tuesday, May 19, 2020. In light of COVID-19 (Coronavirus), the Annual Meeting will be completely virtual. You may attend the Annual Meeting, submit questions and vote your shares electronically during the meeting on the Internet through a virtual web conference at www.virtualshareholdermeeting.com/SUM2020. The Annual Meeting is being held for the following purposes:

Our Board of Directors recommends you vote (i) "FOR" the election of each of the nominees to the Board; (ii) "FOR" the approval, on a nonbinding advisory basis, of the compensation of our NEOs, as disclosed in the Proxy Statement; and (iii) "FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm.

The Board of Directors has fixed March 25, 2020 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of 2020 Annual Meeting of Stockholders, Proxy Statement and form of proxy are being distributed and made available on or about April 3, 2020.

		By Order of the Board of Directors
		Anne Lee Benedict Executive Vice President, Chief Legal Officer and Secretary

Denver, Colorado
April 3, 2020

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Health insurance and wellness programs



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Training and development programs with broad participation throughout all levels of the Company



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An excellent safety track record



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Robust community engagement including support for local STEM education projects

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We operate in 23 states and one Canadian province



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Our end market base is roughly one-third state infrastructure-related and approximately one-third residential and non-residential, respectively (based on net revenues)

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Environmental programs support profitability:



o

Recycled approximately 483,000 tons of concrete and 4,600 tons of metal in 2019



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Recycled asphalt accounted for 17% of total tons produced in 2019, up from 16% in 2018



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40% of our cement plants' energy came from alternative fuel in 2019



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Approximately 3,600 students participated in educational events that we hosted



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Our employees volunteered more than 2,700 hours to their communities through company sponsored engagement



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Our vendor code of conduct, human rights, and environmental policies govern our interactions with our stakeholders



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Our sustainability website (summit-materials.com/sustainability/) further describes our deep commitment to the environment and communities in which we operate

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Higher revenue driven by volume and price growth in all lines of business



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Strong organic growth in our aggregates business, led by our East Segment



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Resilient price and volume performance in our cement business despite challenging flooding conditions



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Net income of $61.1 million and record free cash flow of $180.9 million (a non-GAAP financial measure) as we were disciplined and selective in pursuing acquisitions while improving working capital management



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Reduced net leverage by nearly one full turn to 3.6X Adjusted EBITDA (a non-GAAP financial measure)



*

See "Reconciliation of Non-GAAP Measures to GAAP" on Annex A.

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Separate independent Chairman and CEO



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33% of Board members are female



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Age diversity on Board; short average tenure; no over-boarded directors



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Board includes senior operational and financial executives with materials, technology, supply chain and marketing expertise

Our Board is currently divided into three classes. Each year our stockholders are asked to elect the directors comprising one of the classes for a three-year term. In addition, the Company's Amended and Restated Certificate of Incorporation (the "Charter") requires the affirmative vote of the holders of at least 66²/3% in voting power of all outstanding shares of stock of the Company to amend certain provisions of the Charter (the "Supermajority Voting Requirement"). The Board believes that the classified board structure and Supermajority Voting Requirement served the Company well following its initial public offering ("IPO") in 2015 by promoting continuity and stability. However, the Board now feels, given the Company's continued growth following the IPO, that a classified board structure and Supermajority Voting Requirement are no longer necessary. Accordingly, the Board plans to include proposals at the Company's annual meeting of stockholders in 2021 to declassify the Board and remove the Supermajority Voting Requirement.

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2019 was a year of substantial progress and improved financial performance at Summit Materials.

When I wrote to you last year, we were at the end of a challenging period for our company. At that time, I reiterated the Board's focus on supporting and advancing Summit's strategic objective to become a premier vertically integrated heavy-side materials company, and the Board's commitment to working alongside management to improve performance and drive earnings and revenue growth.

As a result of this focus and execution, Summit achieved much improved financial performance in 2019, including volume and price growth across all lines of business. The Aggregates business delivered outstanding performance, the Products business showed marked improvement, and our Cement business demonstrated resilience despite unprecedented flooding on the Mississippi River in the first half of the year. We are pleased with the positive momentum of each of our businesses, and the continued value we are providing to Summit's customers and employees.

However, we are also mindful that the economy has been significantly challenged early in 2020 by the COVID-19 global pandemic and acknowledge the heightened uncertainty related to the potential impacts of the virus on our future financial results. During this critical time, we are committed first and foremost to the health and well-being of our employees, our customers and the local communities where we operate. We will communicate additional market updates as more specific information becomes available.

We remain focused on delivering sustainable, long-term value to all Summit stockholders. The Board of Directors remains actively engaged in the business, including by meeting monthly with management to discuss operations, capital structure and expenditures, and in its strategic focus, including acquisitions, talent planning and incentive programs.

The Board of Directors is also committed to practicing good Corporate Governance. To that end we will ask shareholders in 2021 to approve i) the de-classification of the Summit Board of Directors, and ii) the elimination of the super-majority voting requirements in our Charter, Summit has maintained a classified board structure and supermajority voting requirements since its IPO in 2015 in order to promote continuity and stability. Given Summit's continued growth, the Board of Directors now believes these provisions are no longer necessary.

Finally, integral to our focus on ensuring the long-term value of Summit is a focus on being stewards of the environment and good corporate citizens in the communities in which we live and work. We continued to make progress in 2019 on this commitment to environmental and social responsibility. We recycled hundreds of thousands of tons of concrete, asphalt and metal. These efforts represented marked improvements from the prior year. We continued our partnership with the Wildlife Habitat Council to support biodiversity and educational programs on our properties, including over 1,700 acres that are now certified under the Council's standards at the end of 2019. Our employees logged more than 2,700 volunteer hours this year, a more than 60% increase above 2018, and 3,600 students participated in educational events we hosted.

On behalf of the Board of Directors, we thank you for your continued support as we work to continue advancing Summit's strategic efforts to drive sustainable, long-term shareholder value.

		Sincerely,
		Howard Lance Chairman of the Board of Directors Summit Materials, Inc.

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We, the members of your Board of Directors, take seriously our jobs of overseeing Summit Materials on your behalf and on behalf of our employees, customers, suppliers and other stakeholders, all of whom uniquely matter to us.

The Board has nominated two directors to be elected at the Annual Meeting to each serve for three-year terms ending with the 2023 Annual Meeting of Stockholders and until a successor is duly elected and qualified, or until the earlier of the director's death, resignation or removal. Each nominee is currently a director of the Company and has agreed to serve if elected. The age shown below for each director is as of May 19, 2020, which is the date of the Annual Meeting.

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After discussions with Mr. Gardner and in order to effectuate his wishes, the Board determined not to nominate Mr. Gardner for reelection at this Annual Meeting. We thank Mr. Gardner for his invaluable service.

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Good corporate governance at Summit Materials starts at the top—with how we, as a Board, are governed. We believe our board governance incorporates best-practice standards as appropriate for our Company:

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We have an independent board chairman



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All members of our committees are independent



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All of our non-employee directors are independent



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All directors may request that items be added to the Board's agenda or the agenda of any committee on which they serve

Our Board is currently divided into three classes. Each year our stockholders are asked to elect the directors comprising one of the classes for a three-year term. The Board believes that the classified board structure served the Company well following its IPO by promoting continuity and stability. However, the Board now feels, given the Company's continued growth following the IPO, that a classified board structure and Supermajority Voting Requirement are no longer necessary. Accordingly, the Board plans to include a proposal at the Company's annual meeting of stockholders in 2021 to declassify the Board.

Under our Corporate Governance Guidelines and the NYSE corporate governance rules for listed companies, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line test for independence set forth by the NYSE rules. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE rules. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board has affirmatively determined that each of Messrs. Cantie, Gardner, Lance, Murphy, and Wunning and each of Mss. Cooney, Ellerbusch and Wade is independent, under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE rules, including with respect to applicable committee membership. Our Board also has determined that each of the members of the Audit Committee, Messrs. Cantie and Murphy and Mss. Ellerbusch and Wade, is "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through annual directors' questionnaires.

The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company. The Board's responsibility is one of oversight, and in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders.

In accordance with the Company's belief that its long-term success includes being good stewards of the environment, the Board oversees and supports the Company's initiatives in these areas. In addition, the Board takes pride in supporting the Company's efforts to offer a safe work environment to its employees and being a good corporate citizen in its local communities.

In accordance with our Corporate Governance Guidelines, the Board selects the Company's Chairman and the Company's CEO in any way it considers in the best interests of the Company and, accordingly, does not have a policy on whether the roles of Chairman and CEO should be separate or combined and, if separate, whether the Chairman should be selected from the independent directors. We believe that the separation of the Chairman of the Board and CEO positions is appropriate corporate governance for us as this time. Accordingly, Mr. Lance serves as the Chairman of the Board while Mr. Hill serves as our CEO. Our Board believes that this structure best encourages the free and open dialogue of differing views and provides for strong checks and balances.

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Our investor relations website at investors.summit-materials.com/govdocs, "Governance Documents," has additional information on our board governance and corporate governance, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics; and the charters approved by the Board for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent when circumstances require. During 2019, there were eight (8) meetings of the Board. Each director attended at least 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees on which he or she served (during the periods that he or she served) during 2019. In addition, directors are expected to make every effort to attend any meetings of stockholders. All of our directors attended the 2019 Annual Meeting of Stockholders.

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (collectively, the "Committees"). The Committees keep the Board informed of their actions and assist the Board in fulfilling its oversight responsibility to stockholders. The table below provides current membership information as well as meeting information for the last fiscal year.

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Our Audit Committee consists of Messrs. Murphy and Cantie and Mss. Ellerbusch and Wade, with Mr. Murphy serving as chair.

Our Audit Committee is responsible for, among other things:

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selecting and hiring our independent registered public accounting firm, and approving the audit and non-audit services to be performed by our independent registered public accounting firm;



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assisting the Board in evaluating the qualifications, performance and independence of our independent registered public accounting firm;



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assisting the Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;



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assisting the Board in monitoring our compliance with legal and regulatory requirements;



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reviewing the adequacy and effectiveness of our internal control over financial reporting;

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assisting the Board in monitoring the performance of our internal audit function;



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reviewing with management and our independent registered public accounting firm our annual and quarterly financial statements;



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establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;



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preparing the Audit Committee Report that the rules and regulations of the SEC require to be included in our annual proxy statement;



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review and discuss with management and our independent registered public accounting our guidelines and policies with respect to risk assessment and risk management, including the major financial risk exposures and the steps management has taken to monitor and control such exposures; and



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review our information technology security controls with our Head of Information Technology and evaluate the adequacy of our information technology security program, compliance and controls with the Head of Information Technology.

Our Compensation Committee consists of Messrs. Wunning, Gardner and Lance and Ms. Cooney, with Mr. Wunning serving as chair.

Our Compensation Committee is responsible for, among other things:

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reviewing and approving or making recommendations to the Board with respect to corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating his/her performance in light of those goals and objectives and determining and approving his/her compensation level based on such evaluation;



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reviewing and approving, or making recommendations to the Board with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits;



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reviewing and recommending the compensation of our directors;



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reviewing and discussing annually with management our "Compensation Discussion and Analysis" disclosure required by SEC rules;



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preparing the Compensation Committee Report required by the SEC to be included in our annual proxy statement; and



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reviewing and making recommendations with respect to our equity compensation plans.

Our Nominating and Corporate Governance Committee consists of Messrs. Gardner, Lance, Murphy, and Wunning and Ms. Cooney, with Mr. Gardner serving as chair. The Company expects Ms. Cooney to replace Mr. Gardner as chair of the Nominating and Corporate Governance Committee following the Annual Meeting.

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assisting our Board in identifying prospective director nominees and recommending nominees to the Board;



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overseeing the evaluation of the Board and management;



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reviewing and advising the Board on developments in corporate governance practices;



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developing and recommending a set of corporate governance guidelines; and



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recommending members for each committee of our Board.

The Nominating and Corporate Governance Committee identifies individuals believed to be qualified as candidates to serve on the Board and selects, or recommends that the Board select, the nominees for all directorships to be filled by the Board or by our stockholders at an annual or special meeting.

In identifying candidates for membership on the Board, the Committee takes into account all factors it considers appropriate, which may include:

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individual qualifications, including strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially; and



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all other factors the Committee considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board.

Although the Nominating and Corporate Governance Committee considers diversity in all its forms, including diversity of viewpoints, background and experiences, the Company does not have a formal diversity policy. The Committee also may consider the extent to which the candidate would fill a present need on the Board. When evaluating whether to re-nominate existing directors, the Committee considers matters relating to the retirement of current directors, as well as the performance of such directors.

The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders on the same basis as it considers other nominees. Any recommendation submitted to the Chief Legal Officer and Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and the written consent of the candidate to serve as one of our directors, if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Chief Legal Officer and Secretary, Summit Materials, Inc., 1550 Wynkoop Street, 3rd Floor, Denver, Colorado 80202. All recommendations for nomination received by the Chief Legal Officer and Secretary that satisfy the requirements of our Amended and Restated Bylaws (the "Bylaws") relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Please see the section entitled "Future Shareholder Proposals and Nominations" for information regarding the advance notice provisions applicable to stockholder director nominations set forth in our Bylaws.

During 2019, the members of the Compensation Committee were Messrs. Wunning, Gardner and Lance and Ms. Cooney, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom has ever served as an officer of the Company. During 2019, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or the Board.

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As a Board, we believe that the practices we follow and the guidelines we adopt governing how we operate set an important tone at the top. Among other things we:

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meet regularly as a Board



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meet periodically in executive session of our independent directors



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have the authority to retain independent advisors



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enable directors to have access to management



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limit the number of public company boards on which directors may serve



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expect our directors as well as our executives to meet our stock ownership guidelines



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prohibit our directors and senior executives from taking specified hedging and pledging actions with Summit Materials stock

The Board's independent directors meet at regularly scheduled executive sessions without management present. Mr. Lance presides at executive sessions of independent directors.

Stockholders and other interested parties may communicate with the Board by writing to the Chief Legal Officer and Secretary, Summit Materials, Inc., 1550 Wynkoop Street, 3rd Floor, Denver, Colorado 80202. Written communications may be addressed to the Chairman of the Board, the chairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the non-management or independent directors as a group. The Chief Legal Officer will forward such communications to the appropriate party.

The Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews guidelines and policies governing the process by which senior management assesses and manages the Company's exposure to risk, including the Company's major financial and operational risk exposures and the steps management takes to monitor and control such exposures. The Compensation Committee oversees risks relating to the Company's compensation policies and practices. Each committee charged with risk oversight reports to the Board on those matters.

With respect to cybersecurity risk oversight, our Board and our Audit Committee receive updates from our information technology team to assess the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to such updates, our Board and our Audit Committee receive updates from management as to changes to the Company's cybersecurity risk profile or significant newly identified risks.

In light of the importance of environmental matters to our shareholders, communities, customers, and employees, the full Board oversees environmental risk factors and receives regular updates from management and our sustainability team on the Company's environmental risk profile and key risk mitigating initiatives.

Our Code of Business Conduct and Ethics applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions and is posted on our website. Our Code of Business Conduct and Ethics is a "code of ethics," as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Proxy Statement by reference or otherwise.

Our Securities Trading Policy prohibits directors, officers, and employees ("Summit Materials Personnel"), family members of Summit Materials Personnel and trusts, corporations and other entities controlled by any such persons (collectively, "Insiders") from trading in options, warrants, puts and calls or similar instruments on the Company's securities or selling such securities "short" (i.e., selling stock that is not owned and borrowing the shares to make delivery). In addition, Summit Materials Personnel are prohibited under the Securities Trading Policy from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company's equity securities.

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In 2019, all of the Company's non-employee directors received annual cash compensation of $100,000. The independent chairperson of the Board received an additional $150,000 in cash compensation. The respective chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (unless such chairperson is also the chairperson of the Board) received an additional $15,000, $10,000 and $10,000, respectively. Directors who were not employed by us may also receive compensation, from time to time, for service on any special committees of the Board. We reimburse our directors for any reasonable expenses incurred by them in connection with services provided in such capacity.

In addition, during 2019, all of the Company's non-employee directors received an annual award of restricted stock units ("RSUs") valued at $125,000, which amount differs from the grant date fair value of the RSUs. A grant of 8,143 RSUs was made to each of Messrs. Lance, Cantie, Gardner, Murphy, and Wunning and Mss. Cooney, Ellerbusch, and Wade on February 28, 2019. The RSUs were granted under the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), and the terms thereof are outlined in the table below. Further, the RSU awards are subject to the Company's incentive clawback policies, as in effect from time to time.

The Company's independent compensation consultant performs a comprehensive competitive total compensation review for the Company's non-employee directors every other year. The Company's total compensation structure and value for its directors are compared to its peer companies. The Company is currently competitively positioned. In the years the Company's independent compensation consultant does not perform a comprehensive review, they review broader U.S. market trends with the Compensation Committee.

The table below summarizes the compensation paid to non-employee directors for the year ended December 28, 2019.

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Our "Say-on-Pay" Resolution Received 96% Support in 2019.

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2019 was a turnaround year for the Company, following a challenging 2018. During 2019, we reported volume and price growth in all lines of business, led by our aggregates business, which delivered strong results due in part to strong performance from our East Segment. In addition, we were disciplined and selective in pursuing acquisitions while generating increased cash flow from operations, which enabled us to lower our leverage ratio. For the fiscal year 2019, Summit reported a higher total shareholder return than the S&P 500 and the S&P Construction Materials Index.

In 2019, our executive compensation structure consisted of four primary components: base salary; annual cash incentives; long-term equity incentives and traditional health/welfare plans. We previously eliminated substantially all perquisites in 2017.

The following Compensation Discussion and Analysis ("CD&A") describes our 2019 executive compensation structure, earned by or paid to the following named executive officers ("NEOs"), followed by a discussion of the executive pay determination process. Our NEOs for 2019 were the following individuals:

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The Compensation Committee believes that a significant majority of both the CEO's and other NEOs' pay should be at risk and not guaranteed. Compensation is tied to challenging performance objectives and this is illustrated in our pay mix. A large percentage of total target compensation is at risk through long-term equity awards and annual cash incentive awards. These awards are linked to performance measures that correlate with long-term stockholder value creation. The amounts actually realized by our NEOs with respect to these awards depend on a variety of factors, including the level of attainment of the relevant performance goals and the extent of vesting of performance units and RSUs and the value of our stock when performance units and RSUs vest. The target values of long-term equity incentive awards used in the charts below differ from the compensation reported in the Summary Compensation Table due to the use of the grant date fair value in the Summary Compensation Table which is calculated in accordance with ASC 718, utilizing the assumptions discussed in our audited consolidated financial statements included in the 2019 Annual Report. The mix of total direct compensation at target for 2019 for our CEO and the average of our other NEOs is shown in the charts below.

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The Compensation Committee approved the following compensation targets for 2019:

The Compensation Committee determines base salaries for the NEOs and other executives based on a number of factors, including but not limited to, the Compensation Committee's understanding of executive pay practices, individual performance, Company performance and management recommendations (except with respect to the CEO).

Our financial performance in 2018 and 2019 affected how we paid our NEOs in 2019, including Mr. Hill not receiving a base salary increase for 2019 and the other NEOS only receiving 3% increases, which were our standard merit increase for corporate employees in 2019. In addition, these base salaries reflect a thorough review of competitive market data, internal alignment of total compensation opportunity, and are consistent with competitive market data provided by the Rewards Solutions Practice at Aon plc ("Aon").

At the start of each fiscal year, the Board approves annual incentive compensation targets, as a percentage of base salary, based on competitive market data provided by Aon for our direct competitors and overall peer group, management's

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recommendations and other relevant factors. The 2019 annual incentive targets, as a percentage of base salary, for our NEOs were unchanged from 2018, as follows:

The metrics underlying our annual incentive were selected as the strongest indicators of our success. EBITDA and operating cash flow are among our most important financial measures, while safety goals ensure that we focus on sustainable performance. Personal objectives measure progress against key milestones that are important to long-term value creation. The Board has discretion to adjust the financial metrics to reflect merger, acquisition, divestiture and other non-routine activity during the fiscal year.

For corporate NEOs (Messrs. Hill, Harris, Brady, and Watson and Ms. Benedict), the performance metrics approved for fiscal 2019 were:

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For Mr. Evans, the approved performance metrics included (i) corporate EBITDA, (ii) West segment EBITDA, (iii) West segment operating cash flow, (iv) West segment safety and (v) personal objectives.

For 2019, performance metrics and weightings were as follows for our NEOs:

The achievement factor for each of the performance metrics was determined by multiplying the weight attributed to each performance metric by the applicable payout percentage for each metric. For corporate EBITDA, corporate cash flow, West Segment EBITDA, and West Segment operating cash flow, payout percentages were determined by calculating actual achievement against the target amount based on a pre-established scale.

For corporate EBITDA, payout percentages for actual performance between the specified threshold level and 138% of target and between 138% of target and the maximum level, were adjusted on a linear basis. For corporate operating cash flow, payout percentages for actual performance between the specified threshold level and 100% of target and between 100% of target and the maximum level, were adjusted on a linear basis. The following table shows the payout percentages associated with various levels of achievement of corporate EBITDA and operating cash flow: