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

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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SiteOne Landscape Supply, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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Title of each class of securities to which transaction applies:
   

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Aggregate number of securities to which transaction applies:
   

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   

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Proposed maximum aggregate value of transaction:
   

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Total fee paid:
   

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:
   

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Form, Schedule or Registration Statement No.:
   

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Filing Party:
   

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Date Filed:
   

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2020 PROXY STATEMENT
AND
NOTICE OF 2020 ANNUAL
MEETING OF STOCKHOLDERS

Wednesday, May 13, 2020
9:00 a.m., Eastern Time

 

300 Colonial Center Parkway
Suite 600
Roswell, Georgia 30076

April 1, 2020

Dear Fellow Stockholders:

On behalf of the Board of Directors of SiteOne Landscape Supply, Inc., I would like to express our appreciation for your continued interest in our company.

It is my pleasure to invite you to SiteOne’s Annual Meeting of Stockholders, to be held on Wednesday, May 13, 2020, at 9:00 a.m., Eastern Time.

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet at www.virtualshareholdermeeting.com/​SITE2020. If you plan to participate in the virtual meeting, please see “Proxy Statement Q&A”.

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how the Board operates and provides compensation and other information about the management team and Board.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled “How Do I Vote” beginning on page 10 of the Proxy Statement, or, if you received a paper copy of the Proxy Statement, your enclosed proxy card.

In addition, I would like to once again emphasize that the Board places a very high value on our interactions with stockholders. As a result of our robust stockholder outreach program in 2018, we made a number of enhancements to our corporate governance practices last year, including eliminating supermajority voting requirements and adding another female director to our Board. We also made significant strides in our social and environmental responsibility efforts, which are discussed in detail on the “Responsibility” tab of our website.

This past year, we continued to build upon the prior year’s outreach program, meeting with investors who collectively held approximately 53% of our outstanding shares. Please review the summary of our outreach program on page 2 of the Proxy Statement. The feedback we received during these meetings contributed positively to our boardroom conversations and decision-making, and we look forward to continuing to strengthen this program in the future.

Thank you for your ongoing support of SiteOne.

Sincerely,

Doug Black
Chairman of the Board and Chief Executive Officer

300 Colonial Center Parkway
Suite 600
Roswell, Georgia 30076

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

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Date and Time: Wednesday, May 13, 2020, at 9:00 a.m., Eastern Time.

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Access: Our Annual Meeting can be accessed virtually via the Internet at: www.virtualshareholdermeeting.com/SITE2020

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Record Date: March 17, 2020

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Business To Be Conducted:

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Elect the two Class I nominees named in the accompanying Proxy Statement as Class I directors for a term expiring at the 2023 Annual Meeting of Stockholders.

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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 January 3, 2021.

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Hold a non-binding advisory vote to approve executive compensation.

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Approve the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”).

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Transact such other business as may properly come before the 2020 Annual Meeting of Stockholders or any reconvened meeting following any adjournment or postponement thereof.

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In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet at www.virtualshareholdermeeting.com/​SITE2020.

To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or Notice. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Your vote is important. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled “How Do I Vote” beginning on page 10 of the Proxy Statement, or, if you received a paper copy of the Proxy Statement, your enclosed proxy card.

2020 PROXY STATEMENT

We are providing this Proxy Statement in connection with the solicitation by the board of directors (the “Board”) of SiteOne Landscape Supply, Inc. of proxies to be voted at our 2020 Annual Meeting of Stockholders and at any reconvened or rescheduled meeting following any adjournment or postponement. The Annual Meeting will be held on Wednesday, May 13, 2020, at 9:00 a.m., Eastern Time in a virtual meeting format only, via the Internet, at www.virtualshareholdermeeting.com/SITE2020.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 13, 2020: This Proxy Statement is first being sent to stockholders on or about April 1, 2020. This Proxy Statement and our 2019 Annual Report on Form 10-K are available at www.proxyvote.com.

TABLE OF CONTENTS

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We are proud of our efforts to engage 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, in which we have been actively involved since our IPO, we conducted targeted outreach with stockholders representing a substantial portion of our stockholder base to discuss our corporate governance practices in each of the past two years. For our stockholder outreach program in 2019, we invited our top 20 stockholders to provide feedback on our governance practices. Of these top 20 stockholders, 13 (65%) accepted our invitation and provided feedback, representing approximately 53% of our shares outstanding. Our Board of Directors, including the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) and the Board’s newly-renamed Human Resources and Compensation Committee (the “Human Resources and Compensation Committee”), reviewed feedback from our stockholders.

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​		​	​	Eliminating supermajority voting requirements;	​
​		​	​	Appointing an additional female director;	​
​		​	​	Adding performance shares to executive officer compensation;	​
​		​	​	Amending our Executive Officer Ownership Policy to increase the CEO holding requirement and exclude the value of in-the-money options from ownership calculation;	​
​		​	​	Enhancing safety, environmental and social policies and practices and disclosure;	​
​		​	​	Enhancing disclosure in our proxy statement regarding director skills, background and qualifications;	​
​		​	​	Amending our anti-hedging policy to prohibit pledging of Company stock by executive officers;	​
​		​	​	Adopting a new Non-Employee Director Equity Ownership Policy; and	​
​		​	​	Significantly improving our social and environmental policies, including adopting a Human Rights Policy, Supplier Code of Conduct and Environmental Policy.	​

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Board Independence​				​	​	Board Diversity​				​
86%	​	​	6 of 7 directors are independent	​	​	57%	​	​	4 of 7 directors are women or from diverse backgrounds	​

Board Refreshment				​	​	Average Tenure​				​
43%​	​	​	3 of 7 directors have been added since 2017	​	​	3.4Yrs	​	​	Average director tenure	​

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​	Independent Committees	​	​	• All of our committees are composed solely of independent directors ​	​
​	Empowered Lead Director	​	​	• Our independent directors elect our independent Lead Director ​ • Our Lead Director has meaningful responsibility including: ​ — serving as liaison between independent directors and the Chairman; ​ — chairing executive sessions of independent directors; and ​ — consulting with the CEO on matters relating to management effectiveness and Board performance ​	​
​	Board Leadership Evaluation and Succession Planning	​	​	• The Board annually evaluates the CEO’s performance ​ • The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other executive officers ​	​
​	Majority Vote Threshold	​	​	• Our Charter and By-laws may be amended by a majority vote of our stockholders ​	​
​	Board & Committee Evaluations	​	​	• The Board and each of our committees conduct detailed annual self-evaluations ​	​
​	Limits on Outside Board Service	​	​	• Outside directors are limited to service on four other public company boards ​ • Currently, our CEO does not serve on any other public company boards ​	​
​	Anti-Hedging/Pledging Policy	​	​	• Our insider trading policy bars our directors and executive officers from entering into pledging or hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities ​ • None of our directors or executive officers have any pledged SiteOne equity ​	​
​	No “Poison Pill”	​	​	• We do not have a “poison pill” plan in place ​	​
​	Executive Sessions	​	​	• The Board and Board committees meet regularly in executive session ​ • In 2019, the independent directors met in executive session at each of the Board’s four quarterly meetings ​ • 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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​	✓	​	​	Strong emphasis on performance-based compensation, with a significant portion of NEOs’ overall compensation tied to Company performance	​	​	✓	​	​	Human Resources and Compensation Committee, like all of the Board committees, comprised solely of independent directors	​
​	✓	​	​	Aggressive annual Adjusted EBITDA targets	​	​	✓	​	​	Rigorous measures tied to Company Net Promoter Score, Organic Sales Growth and individual strategic performance in the annual incentive plan and relative earnings and ROIC in the PSU awards	​
​	✓	​	​	Mix of short-term and long-term incentives, with performance awards representing a meaningful portion of long-term incentive pay	​	​	✓	​	​	Human Resources and Compensation Committee advised by independent compensation consultant who performs no other services to the Company	​
​	✓	​	​	Annual cash incentives for NEOs limited to 250% and 150% of target, for financial performance and other metrics, respectively	​	​	✓	​	​	Meaningful stock ownership requirements for executives and non-employee directors	​
​	✓	​	​	Double-trigger change-in-control cash severance benefits	​	​	✓	​	​	Robust clawback policy for incentive compensation paid to our executive officers, including the ability to clawback for fraud, misconduct, or illegal activity	​

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​		​	​	Discount or reprice stock options	​	​		​	​	Allow hedging, pledging or short sales	​
​		​	​	Gross up excise taxes that may become due upon a change in control	​	​		​	​	Guarantee incentive awards for executives	​
​		​	​	Provide incentives that encourage excessive risk-taking	​	​		​	​	Provide perquisites for executives	​

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PROXY STATEMENT Q&A

What are the proxy materials and why am i receiving them?

The accompanying proxy is delivered and solicited on behalf of the Board of SiteOne Landscape Supply, Inc., a Delaware corporation (referred to as “SiteOne,” the “Company,” “we,” “us,” or “our”), in connection with our Annual Meeting to be held on Wednesday, May 13, 2020, at 9:00 a.m., Eastern Time in a virtual meeting format only at www.virtualshareholdermeeting.com/SITE2020. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you under U.S. Securities and Exchange Commission (“SEC”) rules and is designed to provide you with information relevant to the voting of your shares at the Annual Meeting. The proxy materials include this Proxy Statement and our Annual Report for the 2019 Fiscal Year, and have been made available to you by either mail or Notice (as defined below).

All stockholders and beneficial owners may access the proxy materials at www.proxyvote.com. In addition, this Proxy Statement and our Annual Report are available on our investor relations website located at http://investors.siteone.com/sec-filings. If you would like to receive a paper copy of our proxy materials, at no charge, please write to SiteOne Landscape Supply, Inc., c/o Briley Brisendine, Executive Vice President, General Counsel and Secretary, 300 Colonial Center Parkway, Roswell, Georgia 30076.

What is Notice and Access and why do we elect to use it?

As permitted by the SEC, Notice and Access provides companies with the ability to make proxy materials available to stockholders electronically via the Internet. We have elected to provide our stockholders with a Notice of Internet Availability of Proxy Materials (“Notice”) instead of mailing a full set of printed proxy materials in the mail. The Notice is a document that provides instructions regarding how to:

On or about April 1, 2020, we began mailing the Notice to beneficial owners and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders who received the Notice may choose to access our proxy materials on the website referenced in the Notice or may request a printed set of our proxy materials. You may also choose to receive future proxy materials by e-mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

We have chosen to provide electronic access to our proxy materials because we are committed to environmental sustainability and responsibility. Utilizing Notice and Access will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment.

Who is entitled to vote at the Annual Meeting?

The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting is March 17, 2020. At the close of business on that date, we had 41,857,684 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting held by one stockholder of record. We have many more beneficial stockholders who hold shares through a broker, bank or other nominee. Each outstanding share of common stock is entitled to one vote. A list of stockholders entitled to vote at the Annual Meeting will be available in electronic form at the Annual Meeting and will be accessible in electronic form for ten days prior to the Annual Meeting at our headquarters, 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time.

By granting a proxy, you authorize the persons named as proxies to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.

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Registered Stockholders. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered the stockholder of record with respect to those shares and the proxy materials were provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals named as proxies on the proxy card in one of the manners listed on the proxy card or to vote at the Annual Meeting.

Beneficial Stockholders. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials were forwarded to you by your broker, bank or other nominee, who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares using the methods prescribed by your broker, bank or other nominee on the voting instruction card you received with the proxy materials. Like stockholders of record, beneficial owners are invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy from it, as the stockholder of record.

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

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As of the date hereof, the Board is not aware of any other business to be transacted at the Annual Meeting. If other matters requiring a vote of the stockholders arise, Doug Black and Briley Brisendine, the persons designated as proxies for the Annual Meeting, will vote the shares represented at the Annual Meeting in accordance with their judgment on those matters.

How many shares are needed to hold the Annual Meeting?

A quorum is required for our stockholders to conduct business at the Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present.

What votes are required to approve each of the proposals?

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With regard to Proposal 1, stockholders may vote their shares “FOR” any or all of the nominees for director or may “WITHHOLD” their vote with respect to any or all of the nominees. With regard to Proposals 2, 3 and 4 stockholders may vote “FOR” or “AGAINST” each proposal or may “ABSTAIN” from voting with regard to each proposal. Because a plurality vote is required for the election of directors, which means that the nominees receiving the highest number of  “FOR” votes will be elected, withholding authority to vote with respect to one or more nominees for directors will not have an effect on the outcome of the election of directors in Proposal 1.

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A “broker non-vote” occurs when a broker holding shares for a street name holder submits a valid proxy but does not vote on a particular proposal because the broker has not received voting instructions from the stockholder for whom it is holding shares and does not have discretionary authority to vote on the matter. Brokers will only have discretionary authority to vote on Proposal 2, the ratification of the appointment of the independent registered public accounting firm. Broker non-votes will have no effect on Proposal 3 or 4 because broker non-votes will not be counted as shares entitled to vote on either matter. Broker non-votes will have no effect on Proposal 1 because broker non-votes are not considered a vote cast for purposes of determining a plurality.

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As an advisory vote, this proposal is not binding. However, the Board and its Human Resources and Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers.

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How d o i v ote?

To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting information form, as applicable. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting.

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Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to give their voting instructions and confirm that stockholders’ instructions have been recorded properly. We have been advised that the Internet and telephone voting procedures that have been made available to you are consistent with applicable legal requirements. Stockholders voting by Internet or telephone should understand that, while we and Broadridge Financial Solutions, Inc. (“Broadridge”) do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are responsible.

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The deadline for telephone and Internet voting is 11:59 p.m., Eastern Time, on May 12, 2020. The giving of a proxy will not affect your right to vote at the Annual Meeting should you decide to attend.

How can i attend the Annual Meeting?

Stockholders as of the record date may attend and vote virtually at the Annual Meeting by logging in at www.virtualshareholdermeeting.com/SITE2020. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or Notice. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Can i ask questions at the virtual Annual Meeting?

Stockholders as of our record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/SITE2020 will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting at www.proxyvote.com. In both cases, stockholders must have available their control number provided on their proxy card, voting instruction form or Notice.

What happens if the Annual Meeting is postponed or adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned Annual Meeting. You will still be able to change or revoke your proxy at any time until it is voted.

How will my proxy be voted?

Proxies are being solicited on behalf of the Board for use at the Annual Meeting. All valid proxies that are not revoked will be voted as specified by the stockholder authorizing the proxy. In the absence of instructions, the shares of the common stock represented by valid proxies will be voted “FOR” the election

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of the persons named in this Proxy Statement as nominees for director of the Company, “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2020 Fiscal Year, “FOR” the proposal regarding the advisory vote approving executive compensation and “FOR” the management proposal to approve the 2020 Plan.

How do i change or revoke my proxy?

Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted) or voting at the Annual Meeting. Please note, however, that if you are a beneficial owner of shares, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote at the Annual Meeting.

Who will count and certify the votes?

Representatives of Broadridge and our corporate secretary will count the votes and certify the election results.

When and where will i be able to find the voting results?

You can find the official results of the voting at the Annual Meeting in our Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment as soon as they become available.

Who pays for the cost of proxy preparation and solicitation?

The accompanying proxy is solicited by the Board. We have engaged Broadridge to assist us in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting for an estimated cost of  $67,000, plus expenses. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding proxy materials to street name holders. To reduce costs, we primarily solicit proxies via Notice and Access. We are also soliciting proxies by mail. In addition, our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our stockholders will be asked to elect Bill Douglas and Jeri Isbell, both of whom are currently serving on the Board, as Class I directors to each serve for a three-year term expiring at the 2023 Annual Meeting of Stockholders or until their respective successors have been elected and qualified, subject to their earlier death, resignation, retirement, disqualification or removal:

Our Board continually assesses and evaluates its composition, taking into account, among other things, the experience, skills, background and diversity of its members. The relevant experiences, qualifications, attributes and skills of each nominee that led the Board to recommend them as a nominee for director are described in the section entitled “— Nominees for Director and Continuing Directors” beginning on page 13 below. The Nominating and Corporate Governance Committee has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the Annual Meeting.

Both of the nominees have indicated their willingness to serve, if elected. However, if either nominee should be unable or unwilling to serve, the Board may designate a substitute nominee, in which case the persons designated as proxies will cast votes for the election of such substitute nominee. In lieu of designating a substitute nominee, the Board, in its discretion, may reduce the number of directors, or allow the vacancy to remain open until a suitable candidate is located and nominated.

The Company did not receive any stockholder nominations for director. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

Required Vote

Director nominees are elected by a plurality of the votes cast at the Annual Meeting, meaning that the nominees receiving the highest number of  “FOR” votes will be elected.

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NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

Set forth below is information relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and the reasons the Nominating and Corporate Governance Committee and the Board believe that each individual is a valuable member of the Board. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The age of each individual below is as of March 30, 2020.

Class I — Nominees for Terms Expiring in 2023

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Class II — Continuing Directors Whose Term Expires in 2021

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Class III — Continuing Directors Whose Term Expires in 2022

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CORPORATE GOVERNANCE

The Board is committed to strong corporate governance. We believe strong corporate governance promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in our Company. The Board and its committees have adopted policies and processes that foster effective board oversight of critical matters such as strategy, risk management, including cybersecurity, financial and other controls, environmental, social and governance considerations, compliance and management succession planning. The Board reviews our major governance documents, policies and processes regularly in the context of current corporate governance trends, regulatory changes and recognized best practices, taking into consideration the perspectives of our stockholders. Through our website, www.siteone.com, our stockholders have access to key corporate governance documents such as our Corporate Governance Guidelines, Business Code of Conduct and Ethics, Financial Code of Ethics, Board of Directors Communication Policy and charters of each committee of the Board.

The following sections provide an overview of our corporate governance structure, policies and processes, including key aspects of the Board operations.

Board Structure

The Board currently consists of seven directors. Our Charter provides for a classified board of directors, with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors of the directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting held in the third year following the year of their election. We currently have two directors in each of Classes I and II, and three directors in Class III. The terms of the directors in Classes I, II and III expire at the annual meetings in 2020, 2021 and 2022, respectively. We believe that our classified board structure provides protection against opportunistic attempts to control or influence the Company, including those that could deprive our stockholders of value or advance short-term agendas. During our stockholder outreach programs conducted in the fall of 2018 and 2019, our investors generally expressed a positive or constructive view of our classified board structure at this point in time. None of the stockholders we engaged with this year opposed our classified board structure.

The size of the Board is fixed by resolution adopted from time to time by the Board, but in no event may be less than one. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. A director elected to fill a vacancy or a newly created directorship shall hold office until the annual meeting at which his or her term expires and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal from office.

Director Qualifications and Selection of Nominees

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and recommend director nominees to the Board, including candidates to fill any vacancies that may occur on the Board. When evaluating director candidates, the Nominating and Corporate Governance Committee considers, in view of the needs of the Board at the time, factors such as business and professional experience, reputation for integrity, judgment, diversity, age, skills, background and demonstrated commitment to full participation on the Board and its committees. When current Board members are considered for nomination for re-election, the Nominating and Corporate Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. Each director candidate (including candidates for re-election) is carefully evaluated to ensure that other existing and planned future commitments will not materially interfere with his or her responsibilities as a director of our Company. Our director biographies above, as well as the skills matrix below, highlight the experiences and qualifications that were among the most important to the Nominating and Corporate Governance Committee and the Board in concluding that the nominee should serve as a director of the Company.

The Board seeks members from diverse backgrounds who combine a broad spectrum of experience and expertise relevant to our business with a reputation for integrity. The Board believes that a variety of

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viewpoints contribute to a more effective decision-making process. While the Nominating and Corporate Governance Committee does not have a formal policy with regard to diversity, the Nominating and Corporate Governance Committee considers diversity in identifying director nominees, including personal characteristics such as race, gender, age and cultural background. The Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity through its periodic evaluation of the Board’s composition. Set forth below is the Director Skills Matrix that the Nominating and Corporate Governance Committee reviews at its quarterly meetings in connection with discussions regarding potential new directors.

The Nominating and Corporate Governance Committee may use a variety of sources to identify candidates, including recommendations from stockholders, current directors, current executives, external consultants, and others. Evaluations of prospective candidates typically include a review of the candidate’s background and qualifications by the Nominating and Corporate Governance Committee, interviews with the members of management, the committee and other Board members, and discussions of the committee and the full Board.

The Nominating and Corporate Governance Committee considers stockholder-proposed director candidates on the same basis as recommendations from other sources. Stockholders who want to recommend a director candidate to the Nominating and Corporate Governance Committee may do so by submitting the name of the prospective candidate in writing to the following address: 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, Attention: Briley Brisendine, Secretary. Submissions should describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable director nominee. Our By-laws set forth the requirements for direct nomination by a stockholder of persons for election to the Board. These requirements are described under “General Information — Stockholder Proposals and Nominations for Director at the 2021 Annual Meeting” on page 64.

Director Skills Matrix

Director Independence

The Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Diaz, Douglas, Dunbar and Wyszomierski and Mses. Drake and Isbell are “independent” as defined under NYSE listing standards. This means that none of those independent directors and nominees has any direct or indirect material relationship with the Company and its management, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.

Board Leadership Structure

The Board is led by our CEO and Chairman, Mr. Black. As stated in our Corporate Governance Guidelines, the Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated and whether an executive or independent director should be Chairman. This approach is designed to allow the Board to choose the most appropriate leadership structure for the Company to serve the interests of the Company and our stockholders at the relevant time. At this point in time, the Board believes that the Company and its stockholders are best served by having Mr. Black serve as both Chairman and CEO. As the officer ultimately responsible for the day-to-day operation of the

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Company and for execution of its strategy, the Board believes Mr. Black is the director best qualified to act as Chairman and to lead Board discussions regarding the performance of the Company. The structure also reinforces accountability for the Company’s performance at the highest levels.

Our Corporate Governance Guidelines also provide that, when the position of Chairman is not held by an independent director, a lead director (“Lead Director”) will be appointed by the independent members of the Board. William W. Douglas, III serves as our Lead Director. As Lead Director, Mr. Douglas, among other things, serves as a liaison between independent directors and the Chairman, consults with the Chairman of the Board on, and approves, the schedules, agendas and information provided to the Board for each meeting and on other pertinent matters, has the ability to call meetings of independent directors, chairs executive sessions of independent directors, and consults with the CEO on matters relating to management effectiveness and Board performance. Mr. Douglas is available for consultation and direct communication with major stockholders upon request. The independent members of the Board selected Mr. Douglas for this role because of, among other attributes, his extensive board room experience, leadership qualities and ability to facilitate meaningful discussion by encouraging participation, soliciting feedback, ensuring all viewpoints are heard and considered and building consensus among the group.

The Board believes that Mr. Black, as Chairman and CEO, together with an empowered and independent Lead Director, provide the appropriate leadership and Board oversight of our Company and facilitate effective functioning of both the Board and the management team.

Meetings of the Board and Attendance at the Annual Meeting

The Board held four meetings during the 2019 Fiscal Year. Each of our current directors attended all of the meetings of the Board and any committees of which he or she was a member held during the 2019 Fiscal Year. Directors are encouraged to attend our annual meetings, and all of our directors attended our 2019 Annual Meeting of Stockholders.

Executive Sessions

Executive sessions, which are meetings of the independent members of the Board, are held at each of the Board’s quarterly meetings. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors, and the independent directors meet with the CEO without the other executive officers being present, with the Lead Director presiding at such sessions. The committees of the Board, as described more fully below, also meet regularly in executive session.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available on our website at http://investors.siteone.com/​corporate-governance. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, Board composition, conflicts of interest, director compensation and management and succession planning. In addition, we recently updated our clawback policy for incentive compensation, equity compensation and performance-based compensation, paid to our executive officers, reflected in the guidelines to include the ability to clawback for fraud, misconduct or illegal activity. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to the Board any changes to the guidelines.

Code of Conduct and Financial Code of Ethics

We have a Financial Code of Ethics that applies to the CEO, Chief Financial Officer and Controller, or persons performing similar functions, and other designated officers and associates, including the primary financial officer of each of our business units and the Treasurer. We also have a Business Code of Conduct and Ethics (“BCCE”) that applies to all of our directors, officers and associates. The Financial Code of Ethics and the BCCE each address matters such as conflicts of interest, confidentiality, fair dealing and

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compliance with laws and regulations. The BCCE contains a 24-hour Compliance and Ethics Hotline to anonymously report compliance or ethics concerns. Copies of the Financial Code of Ethics and the BCCE are available at our website at http://investors.siteone.com/corporate-governance.

Environmental and Social Responsibility

We are committed to environmental and social responsibility, and work collaboratively with suppliers and other stakeholders to promote environmentally sustainable and socially responsible business practices. Our Board oversees our environmental stewardship and corporate responsibility, and is committed to supporting our efforts to operate as a good corporate citizen. As part of these efforts, this past year, we adopted several new corporate policies, including a Human Rights Policy, a Supplier Code of Conduct and an Environmental Policy. We maintain an informational page on our website dedicated to our various environmental and social efforts and initiatives, which is available at http://siteone.com/responsibility.

Board Committees

The Board maintains an Audit Committee, a Human Resources and Compensation Committee and a Nominating and Corporate Governance Committee. All members of the Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee are independent.

The following table shows the current members of each committee, as well as the number of meetings held during the 2019 Fiscal Year. At this time, the Board does not expect any changes to the composition of the committees for the 2020 Fiscal Year.

✓= Current Committee Member; * = Chair

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for assisting the Board in overseeing the quality and integrity of our financial statements, our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available on our website at http://investors.siteone.com/corporate-governance.

The members of our Audit Committee are Messrs. Douglas (Chair), Diaz and Wyszomierski.

The Board has determined that Messrs. Douglas, Diaz and Wyszomierski are “independent” as defined under NYSE and Securities Exchange Act of 1934, as amended (“Exchange Act”), rules and regulations. The Board has designated each member of the Audit Committee as an “audit committee financial expert,” and each of them has been determined to be “financially literate” under the NYSE rules.

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The charter of our Audit Committee states that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. At present, Messrs. Douglas and Diaz do not sit on more than two other audit committees of public companies. Mr. Wyszomierski currently serves on three other audit committees of public companies. However, both the Board and the Nominating and Corporate Governance Committee reviewed Mr. Wyszomierski’s service on other boards and determined that such simultaneous service will not impair his ability to serve on the Company’s Audit Committee and that the Audit Committee will benefit from Mr. Wyzomierski’s service on other audit committees and experience as a chief financial officer.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the CEO), establishing the general compensation policies of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our Company and its subsidiaries. The Human Resources and Compensation Committee also periodically reviews management development, diversity and succession plans. In May 2019, the committee was renamed, and the Board adopted revisions to the committee’s charter, memorializing the committee’s responsibility for oversight of the Company’s human capital metrics including diversity, pay equity, promotions, turnover and other metrics. The charter of the Human Resources and Compensation Committee is available on our website at http://investors.siteone.com/corporate-governance.

The members of the Human Resources and Compensation Committee are Ms. Isbell (Chair) and Messrs. Dunbar and Diaz. The Board has determined that Messrs. Dunbar and Diaz and Ms. Isbell are independent directors.

The Human Resources and Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During the 2019 Fiscal Year, the Human Resources and Compensation Committee engaged Frederic W. Cook & Co. (“FW Cook”) to advise it on executive compensation program design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the NEOs and non-employee directors. FW Cook is a global professional services company. The Human Resources and Compensation Committee performed an assessment of FW Cook’s independence to determine whether the consultant is independent, taking into account FW Cook’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Human Resources and Compensation Committee determined that FW Cook’s work has not raised any conflict of interest and FW Cook is independent.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the Board for election to the Board, reviewing the composition of the Board and its committees, developing and recommending to the Board corporate governance guidelines and policies that are applicable to us, and overseeing Board evaluations. The Nominating and Corporate Governance Committee also oversees and monitors significant issues affecting our culture, including our handling of environmental, social and governance issues. The charter of the Nominating and Corporate Governance Committee is available on our website at http://investors.siteone.com/corporate-governance.

The members of the Nominating and Corporate Governance Committee are Messrs. Wyszomierski (Chair) and Douglas, and Ms. Isbell. The Board has determined that Messrs. Douglas and Wyszomierski and Ms. Isbell are independent directors.

Communications with the Board

Any stockholder or interested party who wishes to communicate with the Board as a whole, any of its committees, the independent directors, or any individual member of the Board or any committee of the

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Board may write to or email the Company at SiteOne Landscape Supply, Inc., 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, Attention: Briley Brisendine, Secretary, or boardofdirectors@siteone.com.

The Board has designated the Company’s Secretary as its agent to receive and review written communications addressed to the Board, any of its committees, or any Board member or group of members. The Secretary may communicate with the sender for any clarification. In addition, the Secretary will promptly forward to the chair of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Secretary to be potentially material to the Company. As an initial matter, the Secretary will determine whether the communication is a proper communication for the Board. The Secretary will not forward to the Board, any committee or any director communications of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Secretary to be immaterial to the Company.

Whistleblower Procedure

In addition to our Business Code of Conduct and Ethics described above, the Audit Committee has established a separate whistleblower procedure 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 associates of the Company of concerns regarding questionable accounting or auditing matters. These submissions, if any, are reviewed at least quarterly by the Audit Committee.

Risk Oversight

The Board as a whole has responsibility for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. The full Board has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, as well as oversight of compliance related to legal and regulatory exposure and cybersecurity. The Audit Committee meets regularly with our General Counsel. The Human Resources and Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and the Human Resources and Compensation Committee provide reports to the full Board regarding these and other matters.

Compensation Risk Assessment

In March 2020, the Human Resources and Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Human Resources and Compensation Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking. Additionally, the incentive compensation program uses multiple performance metrics tied to growth, profitability, asset efficiency and strategic priorities, as well as absolute stock price appreciation, to encourage a balanced focus. Finally, meaningful risk mitigators are in place, including stock ownership guidelines and retention ratio, clawback provisions (including the ability to recoup compensation for fraud, misconduct, or illegal activity), anti-hedging and pledging policies and independent Human Resources and Compensation Committee oversight.

Stock Ownership and Retention Guidelines

In order to further align the long-term interests of Company leaders with the interests of our stockholders, the Company has established stock ownership and retention guidelines for our CEO and

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other executive officers, and recently adopted a Non-Employee Director Equity Ownership Policy for non-employee directors. These policies limit our CEO, covered executives and non-employee directors from selling shares of common stock unless they own shares equal to at least 6x and 2x of annual base salaries for our CEO and covered employees, respectively, and 5x the annual cash retainer for non-employee directors. For more information about our stock ownership and retention guidelines, see the discussion in the Compensation Discussion and Analysis under the heading “Executive Officer Stock Ownership and Retention Guidelines” on page 40 and under “Director Compensation — Non-Employee Director Stock Ownership and Retention Guidelines” on page 52.

Anti-Hedging Policy

Our directors, executive officers and all other associates are prohibited from entering into hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities. These include prepaid variable forward contracts, equity swaps, collars, exchange funds and other similar transactions, as well as speculative transactions in derivatives of the Company’s securities, such as puts, calls, options (other than those granted under our compensation plans) or other derivatives. In addition, we amended the policy during 2019 to also prohibit pledging of Company stock by executive officers and directors.

Board and Committee Evaluations

The Board conducts a thorough annual self-evaluation process. The charters of each of the Audit Committee, Human Resources and Compensation Committee, and Nominating and Corporate Governance Committee require an annual performance evaluation. Each committee compares its performance with the requirements of its charter and sets forth the goals and objectives of the committee for the upcoming year. As a result of these evaluations, we also update and revise our processes and practices, providing feedback to the Board’s committees and members as needed to ensure the Board operates in the most efficient and effective manner possible.

Conflicts of Interest

Our BCCE and our Corporate Governance Guidelines govern our conflicts of interest policy. The BCCE requires employees to avoid conflicts of interest, defined as situations where the person’s private interests or professional interests interfere in any way — or even appear to interfere — with the interests of the Company. The BCCE requires all conflicts of interest between the Company and its employees to be disclosed to an immediate supervisor or the General Counsel. The Corporate Governance Guidelines require directors to promptly inform the Chairman of the Board or the Chair of the Audit Committee if an actual or potential conflict of interest arises. Directors shall recuse themselves from any discussion or decision involving another firm or company with which the director is affiliated or other matters with respect to which the director has a personal conflict.

Related Party Transactions

See “General Information — Certain Relationships and Related Party Transactions” on page 63 for a discussion of our policies and procedures for related person transactions.

Director Change in Circumstances

In the event of a significant change in circumstances involving a director’s employment status, professional position, or substantial commitments to a business or governmental organization, the director must offer to tender his or her resignation from the Board for consideration by the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee will evaluate the change in circumstances and will recommend to the Board whether the director should continue to serve as a member of the Board or whether the Board should accept the resignation.

Succession Planning and Management Development

Succession planning and talent development are important at all levels within our organization, and accordingly, succession planning and management development are discussed regularly by the Board and

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the CEO. The Board oversees management’s succession plan for key positions at the senior officer level. Our Corporate Governance Guidelines require that each year the CEO reports to the Board on succession planning, including the principles and process for chief executive officer selection and performance review, as well as plans regarding succession in the case of an emergency or the retirement of the CEO. The Human Resources and Compensation Committee, with the full Board in attendance, also reviews succession planning and talent development of our leadership team at each of its meetings. The Nominating and Corporate Governance Committee recently adopted a written CEO succession plan that includes actions to be taken in the event of a planned or unexpected absence (both short-term and longer-term) of the CEO. We believe continuity of leadership is critical to our ongoing success, and that our process is effective in preparing us for sustained, long-term effective leadership.

Overboarding

Our Corporate Governance Guidelines state that no director may serve on more than four other public company boards. No director may serve as a member of the Audit Committee if such director serves on more than two other public company audit committees, unless the Board determines that such simultaneous service would not impair the director’s ability to serve effectively on the Company’s Audit Committee.

Mandatory Retirement Age

Our Corporate Governance Guidelines also require directors to retire from the Board when they reach the age of 72, although a director elected to the Board prior to his or her 72nd birthday may continue to serve until the next annual meeting. While directors generally will not be nominated for election or reelection to the Board after their 72nd birthday, the full Board may nominate candidates over 72 for election or reelection in special circumstances.

EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of March 30, 2020.

Doug Black has served as SiteOne’s CEO since April 2014. 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 CEO of Oldcastle Architectural Products and Chief Operating Officer and CEO 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.

John Guthrie serves as SiteOne’s Executive Vice President, Chief Financial Officer and Assistant Secretary. Mr. Guthrie joined SiteOne as head of finance shortly after it was formed in 2001 and has been instrumental in helping SiteOne build its market leading position. In addition to his financial leadership

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role, Mr. Guthrie has also been responsible for Human Resources, Procurement, IT and Region Management. Mr. Guthrie joined SiteOne from Deere & Company where he held various positions in finance. Mr. Guthrie has also held positions in engineering and manufacturing at Commonwealth Edison and Turtle Wax. Mr. Guthrie earned a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from the University of Chicago.

Briley Brisendine has served as SiteOne’s Executive Vice President, General Counsel and Secretary since September 2015. Prior to joining SiteOne, Mr. Brisendine spent 12 years at The Home Depot, Inc., where he held a number of senior leadership positions in the legal department. For a portion of his time at The Home Depot, he helped grow the HD Supply division through a number of acquisitions and served as the division’s primary counsel. Most recently, he served as Vice President and Deputy General Counsel of The Home Depot, with responsibility for all legal issues related to securities and corporate governance, corporate finance, store operations, privacy, tax, real estate, international, M&A and general corporate matters. Mr. Brisendine also managed The Home Depot’s Risk Management department. Prior to joining The Home Depot, he spent seven years as an attorney at a national law firm where he focused on securities, corporate governance and M&A matters. Mr. Brisendine holds a B.A. in Finance from Wofford College and a Juris Doctorate from the Walter F. George School of Law at Mercer University.

Scott Salmon joined SiteOne as Executive Vice President of Strategy and Development in March 2019. Prior to joining SiteOne, Mr. Salmon was the President of the Lawn & Garden division of Oldcastle Inc., an integrated building materials manufacturer and distributor and a wholly owned subsidiary of Irish-based CRH plc. During his 17-year career at Oldcastle, Mr. Salmon held several senior leadership positions and was responsible for all aspects of strategic planning and development. Prior to Oldcastle, Mr. Salmon served as an F-16 Pilot and Flight Commander in the United States Air Force where he flew over 30 combat missions. Mr. Salmon holds a B.S. in Economics and Operations Research from the United States Air Force Academy and earned a Master’s in Public Policy from Harvard University’s John F. Kennedy School of Government.

Greg Weller has served as Executive Vice President of Operations since February 2020. In this capacity, he oversees Category Management, Pricing, Supply Chain and Operational Excellence. Mr. Weller joined SiteOne in 2015 and previously served as Senior Vice President of Operations and as Senior Vice President of Supply Chain. Prior to SiteOne, he spent five years at McKinsey & Company leading strategy, operations and cross-functional transformation projects in manufacturing, consumer products, building materials and wholesale distribution industries. Mr. Weller also spent three years at Accenture where he led various business process improvement and acquisition integration projects. Mr. Weller holds an M.B.A. from The University of Chicago’s Booth School of Business with concentrations in Managerial & Organizational Behavior and Entrepreneurship and a B.B.A. in Management from The University of Georgia.

Joseph Ketter has served as SiteOne’s Executive Vice President of Human Resources since February 2020. He joined SiteOne in July 2015 and previously served as Senior Vice President of Human Resources. Prior to joining SiteOne, Mr. Ketter served as the Executive Vice President of Human Resources for Graham Packaging, where he led global human resources. Previously, Mr. Ketter held a number of senior human resources leadership positions over the course of 19 years at Newell Rubbermaid, a leading manufacturer and marketer of consumer and commercial products. In his last role with Newell Rubbermaid (Senior Vice President of Human Resources — Development) he reported to the Chief Development Officer and provided strategic human resources support to multiple divisions. Mr. Ketter holds a B.A. in Human Resource Management and Management from Ohio University and graduated from Cooper Industries’ Employee Relations Training Program.

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP audited our consolidated financial statements for the fiscal year ended December 29, 2019. As discussed below, our Audit Committee, which has sole and direct responsibility for the appointment, compensation, oversight, evaluation, retention and termination of any independent registered public accounting firm engaged by the Company, considers Deloitte & Touche to be well qualified and has appointed Deloitte & Touche as our independent registered public accounting firm to audit our consolidated financial statements for the year ending January 3, 2021.

This proposal asks you to ratify the Audit Committee’s appointment of Deloitte & Touche as our independent registered public accounting firm. Although we are not required to obtain such ratification from our stockholders, the Board believes it is a sound corporate governance practice to do so.

As in prior years, the Audit Committee, along with senior management and the Company’s internal auditor, reviewed Deloitte & Touche’s 2019 performance as part of its consideration of whether to re-appoint Deloitte & Touche as our independent registered public accounting firm. As part of this review, the Audit Committee considered, among other things:

•

Deloitte & Touche’s independence and objectivity;

​

•

the communication and interaction with our Deloitte & Touche team over the course of the prior year, the breadth and complexity of our business and its national footprint and the resulting demands placed on the auditing firm;

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•

external data and management’s perception relating to the depth and breadth of Deloitte & Touche’s auditing qualification and experience;

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•

Deloitte & Touche’s historical and recent performance;

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Recent Public Company Accounting Oversight Board (United States) (“PCAOB”) inspection reports on the firm;

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the length of time that Deloitte & Touche has served as our independent registered accounting firm;

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the quantity and quality of Deloitte & Touche’s staff and national reach;

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the appropriateness of Deloitte’s fees; and

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the potential impact of changing our independent registered public accounting firm.

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The Audit Committee recognized the ability of Deloitte & Touche to provide both the necessary expertise to audit our business and the matching national footprint to audit the Company nationwide, as well as other factors, including the policies that Deloitte & Touche follows with respect to the rotation of its key audit personnel so that there is a new partner-in-charge at least every five years. The Audit Committee is involved in the selection of the new partner-in-charge of the audit engagement when there is a rotation.

Based on the results of its review, the Audit Committee concluded that Deloitte & Touche is independent and objective and that it is in the best interests of the Company and its stockholders to appoint Deloitte & Touche to serve as the Company’s independent registered accounting firm for 2020. Consequently, the Audit Committee has appointed Deloitte & Touche as the Company’s independent registered public accounting firm for 2020, and the Board is recommending that the Company’s stockholders ratify this appointment.

If the Company’s stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche but may, nonetheless, retain Deloitte & Touche as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that such change would be in the best interests of the Company and its stockholders.

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A representative of Deloitte & Touche is expected to be present at the Annual Meeting, will have the opportunity to make a statement and is expected to be available to respond to appropriate questions by stockholders.

The sections below provide information relevant to the Audit Committee’s selection of Deloitte & Touche.

Required Vote

Ratification of the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares present, either in person* or by proxy, at the Annual Meeting.

*

Virtual attendance at the Annual Meeting constitutes presence in person for purposes of the required vote.

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Audit Committee Matters

Fees Paid to Deloitte & Touche

The following table presents, for the 2019 Fiscal Year and 2018 Fiscal Year, fees billed to the Company by Deloitte & Touche for the audit of our annual financial statements, audit-related services and all other services. All services provided by Deloitte & Touche were approved by the Audit Committee in conformity with the Audit Committee’s pre-approval policy discussed below.

(1)

Audit fees are fees we paid Deloitte & Touche for the audit of our consolidated financial statements included in our Annual Report on Form 10-K, review of the financial statements included in our Quarterly Reports on Form 10-Q and services in connection with statutory and regulatory filings.

​

(2)

Audit-related fees for the 2019 Fiscal Year and 2018 Fiscal Year consisted of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and were not reported under “Audit Fees.” These services include other assurance services.

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(3)

All other fees are fees for any products and services provided by Deloitte & Touche not included in the first two categories.

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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee charter provides that the Audit Committee has the sole authority and responsibility to pre-approve all audit and non-audit services to be performed for the Company by its independent registered public accounting firm and the related fees. Audit Committee pre-approval is required in order to help assure that the services provided by the independent registered public accounting firm do not impair the registered public accounting firm’s independence from the Company.

In compliance with rules of the SEC and the PCAOB, the Audit Committee has established a pre-approval policy that requires the pre-approval of all services to be performed by the independent registered public accounting firm. Services provided by the independent registered public accounting firm must be approved by the Audit Committee on a case by case basis unless such services fall within a detailed list of pre-approved audit, audit-related and tax services and related fee limitations set forth in the pre-approval policy. The Audit Committee may also grant pre-approval to those permissible non-audit services classified as all other services that it believes are routine or recurring services and would not impair the independence of the independent registered public accounting firm. The independent registered public accounting firm may be considered for other services not specifically approved as audit, audit-related and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent registered public accounting firm.

All of the services performed by Deloitte & Touche during 2019 and 2018 were approved in advance by the Audit Committee pursuant to the pre-approval policy.

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Report of the Audit Committee

Management of the Company is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements, maintaining a system of internal control and having appropriate accounting and financial reporting principles and policies. The Company’s independent registered public accounting firm, Deloitte & Touche, is responsible for planning and carrying out an audit of the Company’s consolidated financial statements and an audit of the Company’s internal control over financial reporting in accordance with the rules of the PCAOB and for expressing an opinion as to the consolidated financial statements’ conformity with U.S. generally accepted accounting principles (“GAAP”) and as to the Company’s internal control over financial reporting. The Audit Committee monitors and oversees these processes.

As part of the oversight process, the Audit Committee met throughout the year with Deloitte & Touche, senior management of the Company and the Company’s internal auditor, both together and separately in closed sessions. In the course of fulfilling its oversight responsibilities, the Audit Committee did, among other things, the following in the 2019 Fiscal Year:

•

reviewed and discussed with management and Deloitte & Touche the Company’s consolidated financial statements for the 2019 Fiscal Year;

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discussed with Deloitte & Touche the matters required by applicable requirements of the PCAOB and the SEC;

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received the written disclosures and letter from Deloitte & Touche required by the applicable requirements of the PCAOB regarding Deloitte & Touche’s communication with the Audit Committee concerning independence and discussed with Deloitte & Touche its independence; and

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•

based on the foregoing review and discussions with management and Deloitte & Touche, recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2019.

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This report has been submitted by the current members of the Audit Committee:

Audit Committee

William (Bill) W. Douglas, III (Chair)
Fred M. Diaz
Jack L. Wyszomierski

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PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We provide our stockholders with the annual opportunity to cast an advisory vote to approve the compensation of our NEOs. This non-binding advisory vote, commonly known as a “say on pay” vote, gives our stockholders the opportunity to express their views on our NEOs’ compensation on an annual basis. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Since our IPO, we have received more than 96% say on pay support each year, including over 99% at last year’s annual meeting of stockholders.

The Board and Human Resources and Compensation Committee are dedicated to ensuring that our executive officers be compensated competitively with the market and consistently with our business strategy, sound corporate governance principles, and stockholder interests and concerns. To do so, the Human Resources and Compensation Committee uses a combination of short- and long-term incentive compensation, including performance-based awards, to motivate and reward executives who have the ability to significantly influence our long-term financial success and who are responsible for effectively managing our operations in a way that maximizes stockholder value.

We believe that our compensation program is effective in achieving our goals, has contributed to the Company’s success and is strongly aligned with the long-term interests of our stockholders and that the total compensation packages provided to our NEOs are reasonable. For these reasons, the Board is asking stockholders to vote “FOR” the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders.”

As you consider this Proposal 3, we urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 31 for additional details on our executive compensation, including the more detailed information regarding our compensation philosophy and objectives.

As an advisory vote, Proposal 3 is not binding on the Board or the Human Resources and Compensation Committee, will not overrule any decisions made by the Board or the Human Resources and Compensation Committee, or require the Board or the Human Resources and Compensation Committee to take any specific action. Although the vote is non-binding, the Board and the Human Resources and Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.

Required Vote

Approval of the compensation of our NEOs as presented in this Proxy Statement requires the affirmative vote of a majority of the shares present, either in person* or by proxy, at the Annual Meeting.

*

Virtual attendance at the Annual Meeting constitutes presence in person for purposes of the required vote.

​

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section we provide information regarding our philosophies, plans and practices with respect to executive compensation. This section also provides information regarding the material elements of compensation that were paid to or earned by our NEOs for the 2019 Fiscal Year. Our NEOs for the 2020 Fiscal Year were:

•

Doug Black, Chief Executive Officer

​

•

John Guthrie, Executive Vice President, Chief Financial Officer and Assistant Secretary

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•

Briley Brisendine, Executive Vice President, General Counsel and Secretary

​

•

Scott Salmon, Executive Vice President, Strategy and Development

​

•

Greg Weller, Executive Vice President, Operations

​

•

Ross Anker, former Executive Vice President, Category Management, Marketing and IT

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Compensation Philosophy and Objectives

Our executive compensation program is designed to encourage high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. In particular, our executive compensation program has the following key objectives:

•

To pay for performance.

​

•

To reward our executives with equity in the Company in order to align their interests with the interests of our stockholders and allow our executives to share in our stockholders’ success.

​

•

To create a performance culture and maintain morale, which we believe drives exceptional customer service and safety performance.

​

•

To enable us to attract, motivate and retain top executive talent.

​

At last year’s annual meeting of stockholders our executive compensation program received strong stockholder support, with approximately 99% of votes cast in favor of the compensation of our NEOs. We value the opinions of our stockholders, and the Human Resources and Compensation Committee takes seriously the feedback it receives. Accordingly, the Human Resources and Compensation Committee will continue to consider the outcome of our say-on-pay votes and our stockholders’ views when making future compensation decisions.

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Compensation Best Practices

What We Do

What We Don’t Do

Determination of Executive Compensation

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible for reviewing and approving the compensation and benefits of our executives (including our NEOs), directors and certain consultants, approving equity incentive compensation and other incentive arrangements, and approving employment and related agreements. In performing these duties, the Human Resources and Compensation Committee is supported by its independent consultant and certain members of executive management, as described below.

Independent Consultant

For the 2019 Fiscal Year, the Human Resources and Compensation Committee engaged FW Cook as an independent consultant. FW Cook reports to and is directed by the Human Resources and Compensation Committee, and provides no other services to the Company. The Human Resources and Compensation Committee considered the independence of FW Cook in light of applicable SEC rules and NYSE listing standards and concluded that FW Cook was appropriately independent and free from potential conflicts of interest.

To assist in evaluating our compensation program for 2019, in November 2018, the Human Resources and Compensation Committee reviewed our Company’s industry peer group, considering among other factors, total market capitalization and revenue, and whether the peer is a company with which we compete

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for talent and/or has a similar business model. Based on this selection criteria, the peer group was expanded to include Kaman Corporation, Eagle Materials and H&E Equipment Services. Our executive compensation program aims to provide for total compensation for our executives at approximately the 50th percentile of our peer group.

Industry Peer Group

In relation to the peer group, our revenues and net income were between the 25th percentile and median and our market capitalization was between the median and 75th percentile of the peer companies, respectively.

Executive Management

Certain members of executive management are involved in the executive compensation determination process. For example, our Executive Vice President, Human Resources provides requested information and perspectives on the compensation program, and our General Counsel provides legal and regulatory advice and perspectives. In addition, our CEO makes specific recommendations for compensation levels and program designs for executives (other than himself) and our Chief Financial Officer may provide input on financial goals. Our CEO, Executive Vice President, Human Resources, and General Counsel generally attend Human Resources and Compensation Committee meetings, but are excused when their compensation is being discussed.

Elements of Our Executive Compensation Program

To create a “pay for performance” environment, compensation is weighted toward at-risk compensation, consisting of salary, short-term annual cash incentive compensation, long-term equity incentive compensation and certain other benefits. Our base salaries, which are, in the aggregate, between the 25th and 50th percentile of our peer group, provide a fixed level of compensation, while our long-term incentive opportunities tie a large portion of our NEOs’ total compensation to Company performance and long-term stock growth. In addition, our short-term cash incentive program, which approximates the median of our peer group, includes aggressive Adjusted EBITDA, Company Net Promoter Score (“NPS”), Organic Sales Growth and other individualized strategic performance targets. The Adjusted EBITDA component of our annual incentive awards, which represents 70% of the bonus opportunity, is capped at 250% of target, and each additional component, which collectively represent the remaining 30% of the bonus opportunity, is capped at 150% of target. Our long-term equity inventive program provides for extended vesting schedules and prohibits repricing of underwater options, and beginning in the 2019 Fiscal Year, includes PSUs with three-year relative and absolute performance criteria and capped payouts at 200% of target. Lastly, while we provide customary benefits as discussed below, we provide virtually no perquisites to our executives.

Set forth below is a chart outlining each element of our compensation program for our executive officers and the objectives of each component, and the key measures used in determining each component. For 2019, our NEOs’ target total direct compensation, which includes base salary, target short-term cash incentive and long-term equity awards, approximated the median of peer group practice.

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Base Salary

Base salaries are set to attract and retain high-performing executive talent. The determination of any particular executive’s base salary is based on personal performance, experience in the role, competitive rates of pay for comparable roles, significance of the role to the Company, the availability of potential replacement executives and anticipated economic conditions. Each year, the Human Resources and Compensation Committee considers merit and market-based salary increases, using data from our peer group, for our executives generally, including our NEOs. Based on these factors, in February 2019, the Human Resources and Compensation Committee approved salary increases for each of our NEOs in the range of 6.7% to 8.8% to move salaries toward the 50th percentile of our peer group. The base salaries paid to each of our NEOs for our 2019 Fiscal Year are shown in the “Summary Compensation Table” on page 42.

Short-Term Annual Cash Incentives

Our annual cash incentives are designed to focus our NEOs on achieving superior performance against business objectives and results for the Company as a whole and, in addition, reward them for the achievement of specific individual performance and/or other goals which the Human Resources and Compensation Committee and CEO (in the case of NEOs other than himself) subjectively determine based on its assessment of the executive’s performance during the year. By conditioning a significant portion of our NEOs’ potential total cash compensation on the Company’s achievement of clearly defined metrics, we reinforce our focus on creating a strong pay-for-performance culture.

All of our NEOs were eligible in the 2019 Fiscal Year to receive cash incentive bonuses based on the achievement of pre-established annual Company financial and performance metrics approved by the Human Resources and Compensation Committee. For the 2019 Fiscal Year, each NEO had a target incentive opportunity expressed as a percentage of his salary for the year. The threshold, target and maximum percentages of base salary and actual percentages of target for our NEOs for the 2019 Fiscal Year were as follows:

(1)

Expressed as a percentage of base salary. For the 2019 Fiscal Year, each of the various components of the annual incentive awards were subject to a cap, as set forth below.

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(2)

Expressed as a percentage of the target bonus opportunity.

​

(3)

Per Mr. Anker’s amended separation benefits agreement, Mr. Anker is entitled an amount equal to his bonus for the 2019 Fiscal Year based on actual results, prorated for the period of January 1, 2019 to June 30, 2019. See “— Anker Separation Agreement” on page 39.

​

The Human Resources and Compensation Committee selected Adjusted EBITDA as the financial performance metric for our NEOs’ annual incentive opportunity, measured against the Adjusted EBITDA goals established by the Human Resources and Compensation Committee in the beginning of the year. The Adjusted EBITDA target goal of  $210 million represented an increase of more than 21% compared to 2018 actual performance of  $173.5 million, after giving effect to the inclusion of acquisitions completed during the first half of the 2019 Fiscal Year. In order to ensure our team continues to deliver outstanding customer service, the Human Resources and Compensation Committee also utilized Company-wide NPS as a component of each NEO’s annual incentive award, with a target score set at 71 and a maximum payout (150% of target) for a score of 80 or higher. This NPS target score represents a meaningful increase of 9.2% over our 2018 company-wide NPS target score of 65. In addition, in order to drive continued sales growth, the Human Resources and Compensation Committee also utilized Organic Sales Growth as a component of each NEO’s (other than Mr. Black) annual incentive award, which represents sales growth excluding branches that have been acquired within the last four full fiscal quarters. For Mr. Black, the Human Resources and Compensation Committee utilized Company safety as a component of his annual incentive award. The Human Resources and Compensation Committee subjectively assessed Mr. Black’s achievement with respect to the strategic performance goals and, with respect to the other NEOs, Mr. Black evaluated the performance of each NEO based on his individual strategic performance goals and made a recommendation to the Human Resources and Compensation Committee. The following table shows the weighting of the 2019 Fiscal Year performance metrics for each NEO, expressed as a percentage of his 2019 Fiscal Year total bonus opportunity.

(1)

The Adjusted EBITDA component of the annual incentive opportunity is capped at 250% of target.

​

(2)

The Company NPS, Organic Sales Growth, Strategic Performance and Safety components of the annual incentive opportunity are each capped at 150% of target. Safety was included in the Strategic Performance component for NEOs with operational responsibilities other than Mr. Black.

​

The following table shows the threshold, target, and actual performance levels, along with the multiple of target bonus opportunity, for the Adjusted EBITDA component of the 2019 Fiscal Year bonus opportunities for our NEOs.

(1)

Adjusted EBITDA was calculated using EBITDA for the Company for the fiscal year, as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets, acquisitions

​

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and other adjustments. See Appendix A to this Proxy Statement for a reconciliation of Adjusted EBITDA to Net income (loss), the corresponding GAAP financial measure.

(2)

In order to mitigate the impact of acquisitions not reflected in the levels of achievement for the Adjusted EBITDA performance metric originally approved by the Human Resources and Compensation Committee in February 2019, in August 2019, the Human Resources and Compensation Committee increased threshold and target goals by $4.0 million each to take into account anticipated Adjusted EBITDA contributions from acquisitions completed during the first half of the 2019 Fiscal Year. Acquisitions completed during the second half of the 2019 Fiscal Year were excluded from the calculation of Adjusted EBITDA for purposes of determining annual bonuses.

​

(3)

The Adjusted EBITDA weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals.

​

The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target bonus opportunity, for the Company NPS component of the 2019 Fiscal Year bonus opportunities for our NEOs.

(1)

Company NPS is based on responses from a customer survey regarding customer experience. Respondents to the survey are categorized as detractors (0-6 score for likelihood to recommend), passives (7-8), and promoters (9-10). Company NPS is then calculated by subtracting the percentage of detractors from the percentage of promoters.

​

The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target bonus opportunity, for the Organic Sales Growth component of the 2019 Fiscal Year bonus opportunities for our NEOs.

(1)

When we refer to Organic Sales Growth, we include increases in growth from newly-opened greenfield branches and decreases in growth from closing existing branches but exclude increases in growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period.

​

To determine the level of achievement of the NEOs’ individual strategic performance criteria, the Human Resources and Compensation Committee subjectively assessed Mr. Black’s achievement and, with respect to the other NEOs, Mr. Black evaluated the performance of each NEO based on their individual strategic performance measures and made a recommendation to the Human Resources and Compensation Committee. These individual criteria were related to specific individual categories of performance measures, as described below.

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Achievement of the Adjusted EBITDA, Company NPS, Organic Sales Growth, Safety (in the case of Mr. Black) and the individual performance measures, taken together, resulted in bonus payments for the 2019 Fiscal Year of  $1,039,631 to Mr. Black, $176,567 to Mr. Guthrie, $198,963 to Mr. Brisendine, $137,705 to Mr. Salmon, $151,722 to Mr. Weller and $95,170 to Mr. Anker. The 2019 annual bonus plan award paid to each of our NEOs is shown in the “Summary Compensation Table” on page 42 under the “Non-Equity Incentive Plan Compensation” column.

Long-Term Equity Incentives

In connection with our IPO in 2016, we adopted the 2016 Omnibus Equity Incentive Plan (the “2016 Plan”), which serves as the primary vehicle for providing equity incentives to our associates and directors. In 2017, the Human Resources and Compensation Committee began making annual equity grants to our executives as part of our compensation program. In addition, the Human Resources and Compensation Committee may, from time to time, provide an equity award to one or more of our NEOs to retain and reward key talent or to reflect increased responsibilities. The Human Resources and Compensation Committee may also review and approve equity awards for promotions. For more information regarding the equity awards granted to our NEOs under the 2016 Plan during the 2019 Fiscal Year, see the “Grants of Plan-Based Awards for 2019 Fiscal Year” table on page 43.

Prior to our IPO and the adoption of the 2016 Plan, our NEOs participated in the Amended and Restated SiteOne Landscape Supply, Inc. Stock Incentive Plan (f/k/a CD&R Landscapes Parent, Inc. Stock Incentive Plan) (the “Stock Incentive Plan”). Each of our NEOs other than Mr. Salmon received options under the Stock Incentive Plan in connection with the commencement of their employment. For more information regarding these options, see the “Outstanding Equity Awards at 2019 Fiscal Year End” on page 45 and the discussion under “Options Granted During 2015 under the Stock Incentive Plan” on page 45 below.

Awards Granted During 2019 under the 2016 Plan

To create a “pay-for-performance” environment, compensation is weighted toward at-risk compensation. Our long-term equity incentive program, which consisted of approximately 50% stock options, 25% RSUs and 25% PSUs for the 2019 Fiscal Year, is designed to serve stockholders’ best interests through sustained long-term performance.

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As noted above, in February 2019, we began awarding PSUs in order to further ensure that our executive compensation aligns with pay for performance and facilitates long-term stockholder value creation. The PSUs will be earned based upon the Company’s performance, over a three-year period, measured by pre-tax income plus amortization (“EBTA”) growth relative to a select peer group, subject to adjustment based upon the application of a return on invested capital (“ROIC”) modifier, as set forth below. The “Performance Period” for the PSUs is a three-year period commencing December 31, 2018 and ending January 2, 2022. Vesting of PSUs is contingent upon each NEO’s continued employment, subject to certain exceptions as set forth in the PSU agreement.

The table below sets forth the performance criteria for the PSUs:

•

Payout on EBTA growth performance capped at 100% of target if Company’s absolute EBTA growth is negative.

​

•

Payout for performance between levels noted above will be determined using straight-line interpolation.

​

•

Total payout will be capped at 200% of target.

​

The table below sets forth the number of target PSUs, stock options and restricted stock units awarded to each NEO for the 2019 Fiscal Year:

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(1)

Mr. Salmon’s 2019 award included amounts intended to compensate him for awards forfeited from his prior employer.

​

(2)

Includes 2,908 options and 970 RSUs granted on May 15, 2019 in connection with Mr. Weller’s expansion of responsibilities.

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(3)

In connection with his separation, Mr. Anker’s 2019 equity grants were modified as follows:

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Anker Separation Agreement

In connection with Mr. Anker’s termination of employment, the Company and Mr. Anker entered into an amendment to his existing separation benefits agreement providing that Mr. Anker will remain an employee of the Company until June 30, 2020 (inclusive of the Garden Leave Period described below), subject to and in accordance with the terms and conditions of the amended separation benefit agreement. Pursuant to the amended agreement, the Company and Mr. Anker agreed that Mr. Anker will commence a period of garden leave from July 1, 2019 to and including June 30, 2020 (the “Garden Leave Period”). Subject to Mr. Anker’s timely execution and non-revocation of, and in accordance with, the terms of the amended agreement, Mr. Anker will be entitled to receive (a) 18 months of severance payments beginning as of July 1, 2019, (b) an amount equal to his bonus for 2019 based on actual results, prorated for the period of January 1, 2019 to June 30, 2019, and (c) continued medical, dental and vision insurance coverage for 18 months at active employee rates (on an after-tax basis) beginning July 1, 2019. During the Garden Leave Period, Mr. Anker will not receive a salary, but he will remain eligible for the continued vesting of his equity awards, in accordance with the terms of the applicable equity compensation plans and grant agreements. The amended agreement provides that Mr. Anker will be subject to non-compete and non-solicitation obligations during the Garden Leave Period and for a period of one year thereafter. The Human Resources and Compensation Committee approved Mr. Anker’s separation agreement in light of his significant contributions in helping to build a strong foundation for the Company’s IT, Marketing and Category Management initiatives.

Employment Arrangements and Severance Agreements

Under certain circumstances, we recognize that special arrangements with respect to an executive’s employment may be necessary or desirable. In connection with their commencement of employment, we entered into an employment agreement with Mr. Black setting forth the terms of his employment as our CEO and letter agreements with the other NEOs setting forth the terms of their employment with the Company. The agreements for each NEO provide for employment on an “at will” basis. Mr. Black’s employment agreement includes severance benefits, salary, bonus, benefits and the specific terms described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Material Terms of Employment Arrangements” on page 44 and under “Potential Payments Upon Termination or Change in Control” on page 46. The letter agreements with the other NEOs include salary, bonus, benefits and the specific terms described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Material Terms of Employment Arrangements” on page 44. In addition, we have entered into severance agreements with Messrs. Guthrie, Brisendine, Salmon and Weller, which set forth certain severance benefits to be received by the executive upon a qualifying termination of employment. The severance arrangements with our NEOs operate with a “double trigger” in the event of a change of control, meaning severance payments do not occur unless the executive’s employment is involuntarily terminated (other than for cause or with good reason) within 12 months following a change-in-control. For a further discussion of these benefits, see below under “Potential Payments Upon Termination or Change in Control — Separation Benefits Agreements with Messrs. Guthrie, Brisendine, Salmon, Weller and Anker” on page 47.

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Other Benefits

The benefits provided to our NEOs are generally the same as those provided to our other salaried associates and include, but are not limited to, medical, dental, health, life, accident, hospitalization and disability insurance, and a tax-qualified 401(k) plan. Several of our NEOs and their spouses attend an annual customer event.

Tax and Accounting Considerations

While the accounting and tax treatment of compensation generally has not been a consideration in determining the amounts of compensation for our executive officers, the Human Resources and Compensation Committee and management have taken into account the accounting and tax impact, including Section 162(m) (“Section 162(m)”) of the Internal Revenue Code, of various program designs to balance the potential cost to us with the value to the executive. Section 162(m), as most recently amended in December 2017 in connection with tax reform legislation, limits the deductibility of compensation paid to “covered employees” in excess of  $1,000,000 in any taxable year. While the Human Resources and Compensation Committee may consider the impacts of Section 162(m) when determining executive compensation, it may authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

The expenses associated with executive compensation issued to our executive officers and other key associates are reflected in our financial statements. We account for stock-based programs in accordance with the requirements of ASC 718, Compensation-Stock Compensation, which requires companies to recognize in the income statement the grant date value of equity-based compensation issued to associates over the vesting period of such awards.

Executive Officer Stock Ownership and Retention Guidelines

The Company has established stock ownership and retention guidelines in order to further align the long-term interests of our executive officers with those of our stockholders. Our stock ownership guidelines limit the ability of our CEO and each executive officer who reports directly to the CEO (each, a “Covered Executive”) from selling shares of the Company’s common stock unless they own shares having an aggregate value equal to a multiple of annual base salary, as follows:

Only shares held directly by the individual count for purposes of ownership under the stock ownership guidelines. During the 2019 Fiscal Year, the Human Resources and Compensation Committee amended the Executive Officer Ownership Policy to increase the CEO holding requirement (from 5x base salary to 6x base salary) and exclude the value of in-the-money options from the ownership calculation.

The CEO and each Covered Executive are required to hold 50% of shares acquired as a result of settlement of compensatory awards (net of any shares withheld for taxes and the exercise price of stock options) until ownership guidelines have been met.

We have also established stock ownership requirements for our non-employee directors. See “Director Compensation — Non-Employee Director Stock Ownership and Retention Guidelines” on page 52.

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Letter from the Human Resources and Compensation Committee

Dear Fellow Stockholders,

In May of 2019, the Committee amended its charter document to reflect its existing oversight of matters beyond compensation and changed the Committee’s name to the Human Resources and Compensation Committee. At each of its quarterly meetings, the Committee reviews a number of human capital metrics, including metrics related to diversity, pay equity, associate development and employee turnover. The Committee has also enhanced its review of issues related to the Company’s people, focusing this past year on issues such as the Company’s bench strength, reviewing the Company’s Leadership Academy for high potential employees, and analyzing the results of our 2019 associate engagement survey.

The Committee continues to closely evaluate the Company’s linkage between pay and performance, carefully considering feedback from our stockholders. We remain committed to considering stockholder views as we continue this important work.

Human Resources and Compensation Committee Report

The Human Resources and Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis, and based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the 2019 Fiscal Year. This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

By the Company’s Human Resources and Compensation Committee:
Jeri L. Isbell (Chair)
Fred M. Diaz
W. Roy Dunbar

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Additional Executive Compensation Information

Summary Compensation Table

The following table sets forth the compensation of our NEOs for the 2019 Fiscal Year and the two immediately preceding fiscal years.

*

Totals may not equal summation of columns due to rounding.

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(1)

Represents the actual sum of regular pay, paid-time off, holiday and back pay for the 2019, 2018 and 2017 fiscal years, as applicable.

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(2)

The amount reported reflects the aggregate grant date fair value of the option awards and stock awards granted in the respective year, computed in accordance with FASB ASC Topic 718, modified to exclude any forfeiture assumptions related to service-based vesting conditions. See Note 7, “Employee Benefit and Stock Incentive Plans,” to the financial statements included in our Annual Report on Form 10-K for the 2019 Fiscal Year filed with the SEC on February 26, 2020 for a discussion of the relevant assumptions used in calculating these amounts. The maximum award value for the PSUs (determined as described above in “— Elements of Our Executive Compensation Program — Long-Term Equity Incentives” on page 37 is $1,149,941 for Mr. Black, $224,932 for each of Mr. Guthrie and Mr. Brisendine, $149,921 for Mr. Weller, $459,993 for Mr. Salmon and $146,777 for Mr. Anker.

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(3)

Includes annual incentive payments earned with respect to the 2019, 2018 and 2017 fiscal years. For more detail, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 34.

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(4)

For the 2019 Fiscal Year, reflects: (i) a Company 401(k) match of  $11,200 for each of Messrs. Black, Guthrie, Brisendine, Anker and Weller and $10,769 for Mr. Salmon; (ii) in the case of Mr. Black and Mr. Weller, $4,196 and 4,281, respectively, for spouses’ attendance at an annual customer event attended by customers and their spouses or significant others; and (iii) life and accidental death insurance premiums paid by the Company on behalf of each NEO. The incremental cost to the Company spousal attendance at the customer event was calculated based on the actual cost incurred for each spouse.

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(5)

Mr. Salmon joined the Company on March 11, 2019.

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(6)

Mr. Weller was not a NEO in 2017 or 2018.

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(7)

Effective as of the commencement of the Garden Leave Period, Mr. Anker was no longer an executive officer of the Company. Pursuant to Mr. Anker’s amended separation agreement, Mr. Anker’s outstanding equity awards will continue to vest during the Garden Leave Period, which constitutes an accounting “modification” under FASB ASC Topic 718. Under SEC rules, the incremental fair value of these awards as of the modification date is required to be disclosed as compensation in the year the modification occurred. Accordingly, for the 2019 Fiscal Year, the Option Awards and Stock Awards include $2,433,839 ($2,407,865 of which relates to Mr. Anker’s option award originally granted on 1/9/2015) and $88,319, respectively ($2,522,158 in the aggregate). The amounts that Mr. Anker may actually receive upon settlement of these awards is different than the amounts above, and depends on, among other things, our stock price at the time of settlement. Mr. Anker’s total compensation without giving effect to the option award and stock awards modifications for the 2019 Fiscal Year was $953,918.

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Grants of Plan-Based Awards for 2019 Fiscal Year

The following table provides information concerning plan-based awards granted to the NEOs in the 2019 Fiscal Year.