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

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Securities Exchange Act of 1934 (Amendment No.      )

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2026 PROXY STATEMENT
AND
NOTICE OF 2026 ANNUAL
MEETING OF STOCKHOLDERS

Wednesday, May 13, 2026
9:00 a.m., Eastern Time
Atlanta Airport Marriott Gateway Hotel

 

 

300 Colonial Center Parkway
Suite 600
Roswell, Georgia 30076

April 2, 2026

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 at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on Wednesday, May 13, 2026, at 9:00 a.m., Eastern Time.

As we look back on the past year, I am very proud of our team’s continuing dedication to our vision and values. Despite a persistently unfavorable operating environment, market uncertainty, and commodity price deflation, our team adeptly navigated these conditions by continuing adjusted EBITDA margin expansion, delivering organic daily sales growth, and making significant progress on our strategic initiatives and acquisition integrations. With a winning strategy, strong teams, superior execution, a balanced business mix, and market leading position, we are confident in our ability to provide differentiated value for our customers and suppliers while achieving excellent performance and growth for our shareholders in the years to come. Our focus therefore remains on delivering superior value for our customers, nurturing our entrepreneurial spirit, and driving sustainable growth to ensure long-term value creation for all our stakeholders.

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 or the section entitled “How Do I Vote” on page 63 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

Finally, I would like to once again emphasize that the Board places a high value on feedback from our stockholders, highlighted by our robust stockholder outreach program, now in its eighth year. Please review the summary of our outreach program beginning on page 4 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

Admission: To attend the meeting in person, you will need to present a form of government-issued photo identification, and beneficial stockholders will need to present proof of beneficial stock ownership (see page 64 for acceptable proof of beneficial ownership) as of the record date.

Your vote is important. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How Do I Vote” on page 63 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

 

 

2026 PROXY STATEMENT

We are providing this Proxy Statement (this “Proxy Statement”) in connection with the solicitation by the Board of Directors (the “Board”) of SiteOne Landscape Supply, Inc., a Delaware corporation (referred to as “SiteOne,” the “Company,” “we,” “us” or “our”), of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and at any reconvened or rescheduled meeting following any adjournment or postponement. The Annual Meeting will be held at the Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on Wednesday, May 13, 2026, at 9:00 a.m., Eastern Time.

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, 2026: This Proxy Statement is first being sent to stockholders on or about April 2, 2026. This Proxy Statement and our 2026 Annual Report on Form 10-K are available at www.proxyvote.com.

 

 

TABLE OF CONTENTS

 

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​	• Net Sales ​	​	​	$4.70 billion, up 4% from 2024	​
​	• Net Income ​	​	​	$157.4 million, up 27% from 2024	​
​	• Adjusted EBITDA ​	​	​	$414.2 million, up 10% from 2024	​
​	• Organic Daily Sales ​	​	​	Increased 1% compared to 2024	​
​	• Acquisitions ​	​	​	8 completed, with approximately $55 million in trailing twelve months net sales	​

​	①​	​	​	Be a great place to work for our associates;	​
​	②​	​	​	Deliver superior quality, service and value to our customers;	​
​	③​	​	​	Be the distributor of choice for our suppliers;	​
​	④​	​	​	Achieve industry-leading financial performance and growth for our stockholders; and	​
​	⑤​	​	​	Be a good neighbor in our communities.	​

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​	①​	​	​	Always Safe — We take personal responsibility for our safety and for the safety of others.	​
​	②​	​	​	Customer Obsessed — We are passionate about making our customers successful.	​
​	③​	​	​	Team Players — We respect and support each other and put the team first.	​
​	④​	​	​	Professional — We do everything with quality and integrity and never cut corners.	​
​	⑤​	​	​	Accountable — We think and act like owners and leverage our resources to succeed.	​
​	⑥​	​	​	Continuously Improving — We quickly adopt best practices to drive growth and deliver world-class results.	​
​	⑦​	​	​	Talent Focused — We recruit, develop, mentor and retain the best people.	​

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Board Independence				​
88%​	​	​	7 of 8 directors are independent	​

Board Refreshment				​	​	Average Tenure (in years)				​
50%​	​	​	4 of 8 directors added since 2017	​	​	8.6​	​	​	Average director tenure	​

​	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 responsibilities 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 ​	​
​	Board Declassification	​	​	• Stockholders approved proposal at the 2025 annual meeting to declassify the Board ​ • Board to be fully declassified by the 2028 annual meeting ​	​
​	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 Chairman and CEO does not serve on any other public company boards ​	​

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​	Anti-Hedging/Pledging Policy	​	​	• Our insider trading policy prohibits our directors and executive officers from entering into pledging, hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities ​ • None of our directors or executive officers have any pledged SiteOne stock ​	​
​	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 2025, 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 ​	​
​	Corporate Responsibility Reporting	​	​	• We publicly disclose an annual IMPACT Update which demonstrates the impact that our Vision has on SiteOne’s stakeholder groups ​	​

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​	What We Do										​
​	✔	​	​	Strong emphasis on performance-based compensation, with a significant portion of NEOs’ overall compensation tied to Company performance	​	​	✔	​	​	Human Resources and Compensation Committee comprised solely of independent directors	​
​	✔	​	​	Aggressive yet achievable performance goals	​	​	✔	​	​	Balanced measures tied to Adjusted EBITDA, Customer Performance (comprised of Company Net Promoter Score, Net New Customer Growth, and Net Per-Customer Growth), Organic Daily Sales Growth and individual strategic performance in the annual incentive plan, and relative earnings growth and ROIC in the PSU awards	​
​	✔	​	​	Mix of short-term and long-term incentives, with performance awards representing 50% of long-term incentive pay	​	​	✔	​	​	Human Resources and Compensation Committee advised by independent compensation consultant who performs no other services for the Company	​
​	✔	​	​	Short-term annual cash incentives for NEOs capped at 250% and 150% of target, for Adjusted EBITDA and other metrics, respectively	​	​	✔	​	​	Meaningful stock ownership requirements for executives and non-employee directors	​
​	✔	​	​	Double-trigger change-in-control cash severance benefits and long-term incentive equity benefits	​	​	✔	​	​	Broad clawback policy with discretionary ability to clawback any form of incentive compensation, including time-based equity grants, for fraud, misconduct or illegal activity, in addition to mandatory clawback of incentive-based compensation for financial restatements as required under applicable law and the NYSE listing standards	​
​	✔	​	​	Annual review of the Company’s peer group to ensure NEO compensation remains benchmarked against a robust sample size of industry peers	​	​	​	​	​	​	​

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​	What We Don’t Do										​
​		​	​	Grant discounted stock options 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 excessive perquisites for executives	​
​		​	​	Grant “spring-loaded” equity awards to take advantage of information that may enhance their value to recipients	​	​	​	​	​	​	​

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PROPOSAL 1: ELECTION OF DIRECTORS

Our stockholders will be asked to re-elect William W. Douglas III and Jeri L. Isbell, both of whom are currently serving on the Board, to each serve for a one-year term expiring at the 2027 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 and background 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.” 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.

Each of the nominees have indicated their willingness to serve, if elected. However, should any nominee 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 26, 2026.

Nominees for terms expiring in 2027

 

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Class II — Continuing directors whose terms expire in 2027

 

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Class III — Continuing directors whose terms expire in 2028

 

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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, human capital and sustainability 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, charters of each committee of the Board and our annual IMPACT Update.

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 eight directors. Historically, our Charter provided for a classified board with three classes serving staggered three-year terms. Stockholders approved the declassification of the Board at the 2025 Annual Meeting, and as reflected in our Fourth Amended and Restated By-Laws, we are transitioning from a classified board of directors to annual elections, with full declassification to be completed at the 2028 annual meeting. Beginning with this 2026 Annual Meeting, the successors to the former Class I directors whose terms expire at this meeting will be elected to serve one-year terms. Commencing with the 2028 annual meeting, the Board will be fully declassified and all directors will stand for election annually. Accordingly, at this 2026 Annual Meeting, we are asking our stockholders to elect the directors whose terms expire at this meeting to serve for one-year terms expiring at the 2027 annual meeting. This reflects the first step in our phased declassification to annual elections.

The size of the Board is fixed by resolution as adopted from time to time by the Board, but in no event may it be less than one director. 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. 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, 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 viewpoints contribute to a more effective decision-making process. 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.

 

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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 seek 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: Travis Jackson, 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 2027 Annual Meeting” on page 60.

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, Isbell and Sansone are “independent” as defined under NYSE listing standards. This means that none of those independent directors 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 Chairman and CEO, 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 operations of the 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

 

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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 stockholders upon request. The independent members of the Board selected Mr. Douglas for this role because of, among other attributes, his extensive boardroom 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 2025 Fiscal Year, three of which were held in person. Each of our directors attended all of the meetings of the Board and any committees of which he or she was a member held during the 2025 Fiscal Year. Directors are expected to attend our annual meetings, and all of our directors attended our 2025 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 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 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. 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.

Corporate Responsibility and Stakeholder Impact

At SiteOne, we believe our operational initiatives drive value for all of our stakeholders and will continue to make us stronger and more resilient for many years to come. We continue to enhance our sustainability profile in response to conversations with our stakeholders — particularly feedback from our stockholders received as part of our annual stockholder outreach program. We believe it is important to provide our stockholders with important information about our sustainability-related governance performance. As part of this commitment to transparency, we published our annual IMPACT Update in October 2025, which details our programs and progress across a number of important corporate responsibility topics. Our IMPACT Update includes the disclosure of quantitative safety, human capital and sustainability metrics relevant to our business and industry. In addition, we have incorporated feedback from our stockholder outreach program to enhance our IMPACT Update disclosures. Our IMPACT Update, as well as several other corporate policies, including our Human Rights Policy, Supplier Code of Conduct and Environmental Policy are available on our website at www.siteone.com/impact.

Our Board, specifically its Audit Committee, oversees the annual enterprise risk management (“ERM”) process which includes the oversight of risk mitigation controls and procedures for the material risks identified by the Company. In 2025, the Audit Committee’s ERM process included the assessment of potential climate-related risks, key mitigation efforts and the Company’s current level of risk. We view climate matters as a risk and also an opportunity for our business, and our related discussions and evaluations of each reflect this balance.

Financial Code of Ethics and Business Code of Conduct

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

 

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of each of our business units and the Treasurer. We also have a Business Code of Conduct and Ethics that applies to all of our directors, officers and associates. The Financial Code of Ethics and the Business Code of Conduct and Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Business Code of Conduct and Ethics contains a 24-hour Compliance and Ethics Hotline to anonymously report compliance or ethics concerns. These submissions, if any, are reviewed at least quarterly by the Audit Committee. Copies of the Financial Code of Ethics and the Business Code of Conduct and Ethics are available at our website at investors.siteone.com/corporate-governance. We also disclose certain internal review procedures and metrics related to complaints received via the Hotline in our IMPACT Update, available at our website at www.siteone.com/impact.

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 2025 Fiscal Year. At this time, the Board does not expect any changes to the composition of the committees in 2026.

✓= 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 also 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 investors.siteone.com/​corporate-governance/governance-documents.

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.

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

 

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Audit Committee. At present, Messrs. Douglas, Diaz and Wyszomierski do not sit on more than two other audit committees of public companies.

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 associate benefits plans of our Company and its subsidiaries. The Human Resources and Compensation Committee also periodically reviews management development and succession plans. In May 2019, the Board adopted revisions to the committee’s charter, which memorialized the committee’s responsibility for oversight of the Company’s human capital metrics including pay equity, promotions, turnover and other metrics. The Board adopted further revisions to the committee’s charter in May 2021 which, among other things, more specifically described the committee’s review and approval of compensation-related proxy statement disclosures. The charter of the Human Resources and Compensation Committee is available on our website at investors.siteone.com/corporate-governance/governance-documents.

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

The Human Resources and Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisors. During the 2025 Fiscal Year, the Human Resources and Compensation Committee engaged 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 its non-employee directors. 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 progress on human capital management and sustainability issues. In May 2021 and further in May 2025, the Board adopted revisions to the committee’s charter, which memorialized the committee’s responsibility for oversight of the Company’s corporate responsibility and sustainability matters. The charter of the Nominating and Corporate Governance Committee is available on our website at investors.siteone.com/​corporate-governance/governance-documents.

The current members of the Nominating and Corporate Governance Committee are Mr. Wyszomierski (Chair) and Mses. Drake and Sansone. The Board has determined that Mr. Wyszomierski and Mses. Drake and Sansone 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 Board may write to or email the Company at SiteOne Landscape Supply, Inc., 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, Attention: Travis Jackson, 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

 

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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. The 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, oversight of legal and regulatory compliance and oversight of our information security program, including monitoring and controlling material cybersecurity risks. The Audit Committee meets regularly with our General Counsel. The Human Resources and Compensation Committee evaluates risks arising from our human capital management and 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 2025, 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, 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

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 other executive officers and has adopted a Non-Employee Director Equity Ownership Policy for non-employee directors. These policies limit our CEO, each member of the senior leadership team who reports directly to the CEO (each a “Covered Executive”) 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 Executives, respectively, and 5x the annual cash retainer for non-employee directors. Further, unexercised stock options, unvested RSUs and unsettled PSUs do not count towards meeting these guidelines. 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 42 and under “Director Compensation — Non-Employee Director Stock

 

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Ownership and Retention Guidelines” on page 54. Currently, each non-employee director complies with the Non-Employee Director Stock Ownership and Retention Guidelines, and our CEO and each of our NEOs comply with the Executive Officer Stock Ownership and Retention Guidelines.

Anti-Hedging and Anti-Pledging 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. Our directors and executive officers are also prohibited from holding the Company’s securities in a margin account or otherwise pledging such securities as collateral for a loan.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees, as well as the Company, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us. A copy of our Insider Trading Policy is included as Exhibit 19.1 to our Annual Report on Form 10-K.

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

The Business Code of Conduct and Ethics and our Corporate Governance Guidelines govern our conflicts of interest policy. The Business Code of Conduct and Ethics requires associates 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 Business Code of Conduct and Ethics requires all conflicts of interest between the Company and its associates 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 59 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 the

 

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CEO. The Board oversees management’s succession plan for key positions at the senior officer level, including the recent Chief Financial Officer succession that became effective January 1, 2026. 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 has 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 re-election to the Board after their 72nd birthday, the full Board may nominate candidates over 72 for election or re-election in special circumstances.

Compensation Clawback

Our Corporate Governance Guidelines provide that, in the event the Company is required to issue a restatement of its financial statements due to material noncompliance with applicable financial reporting requirements, the Board may, among other things, clawback an executive’s incentive, equity or performance-based compensation for the three-year period preceding the date of the financial restatement which is in excess to what would have been paid if the financial information had been correctly reported as set forth in such restatement. The Corporate Governance Guidelines further provide that, if an individual’s misconduct was a contributing factor to the Company having to restate any of its financial statements or constituted fraud, bribery or other illegal act which adversely affected the Company’s financial position or reputation, then the Board may, in its discretion, clawback all or a portion of an executive’s incentive compensation to the extent such incentive compensation was granted on or after the effective date of February 5, 2020.

In addition, the Board has adopted a clawback policy (the “Clawback Policy”) in order to comply with applicable laws and NYSE listing standards that require the Company to clawback incentive-based compensation in the event the Company issues a restatement of its financial statements, to the extent such incentive-based compensation received by the individual exceeds the amount the individual would have received based on the restated financial statements. The Clawback Policy does not supersede the Board’s ability to clawback incentive compensation under our Corporate Governance Guidelines but, instead, supplements that ability.

 

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EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of April 2, 2026.

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.

Eric Elema has served as SiteOne’s Executive Vice President, Chief Financial Officer and Assistant Secretary of the Company since January 1, 2026. Mr. Elema most recently served as SiteOne’s Vice President, Finance and Corporate Controller from 2016 to 2025. In this role, Mr. Elema held responsibility for the Company’s accounting, finance, shared services and treasury functions. Prior to joining SiteOne, Mr. Elema served as Vice President and Business Unit Controller and Region Controller with McKesson Technology Solutions and Skanska USA Building, Inc., respectively, and held various other finance and controller positions throughout his 35 years of professional experience. Mr. Elema earned a B.A. in Finance from Michigan State University and is a Certified Public Accountant.

Travis Jackson has served as SiteOne’s General Counsel and Secretary since May 2025, previously serving as Deputy General Counsel. Prior to joining SiteOne, Mr. Jackson was Deputy General Counsel & Assistant Secretary at Mativ Holdings, Inc., a global specialty materials manufacturer headquartered in Alpharetta, GA. During his six years with Mativ, Mr. Jackson had responsibility for all legal issues related to M&A, securities and corporate governance, data privacy, corporate finance, international tax, real estate and general commercial matters. Prior to joining Mativ, Mr. Jackson held various roles of increasing responsibility at KIDS2, Inc., a multinational consumer products company in Atlanta, GA, and previously spent three years in private practice at two Atlanta-based law firms where his practice focused on M&A, corporate finance and general corporate matters. Mr. Jackson holds a J.D. and LL.M. in Taxation from the University of Missouri-Kansas City School of Law and a B.A. from Northwest Missouri State University.

Daniel Laughlin has served as SiteOne’s Senior Vice President, Strategy and Development since March 31, 2026. Mr. Laughlin previously served in progressive leadership roles in Strategy and Development at SiteOne from 2014 to 2021. During this time, Mr. Laughlin played a central role in executing the Company’s acquisition strategy while building strong relationships with leadership teams and acquisition partners. Prior to rejoining SiteOne in January 2026 as Senior Vice President of Strategy and Development, Mr. Laughlin held senior strategy and development roles at ServiceMaster Brands, Marcone Supply, and most recently Alloy Roofing. He has a degree in Finance and Accounting from the University of North Carolina at Charlotte and an MBA from the Wake Forest University School of Business.

 

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Joseph Ketter has served as SiteOne’s Executive Vice President, Human Resources since February 2020. He joined SiteOne in July 2015 and previously served as Senior Vice President, 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.

Shannon Versaggi has served as SiteOne’s Executive Vice President Marketing, Category Management, Digital and Pricing since May 2025. Ms. Versaggi most recently served as SiteOne’s Senior Vice President Marketing, Category Management and Pricing from April 2024 to May 2025 and previously as Chief Marketing Officer from February 2020 to April 2024. Prior to joining SiteOne, Ms. Versaggi was Vice President, Integrated Marketing at Lowe’s Companies. During her 16-year career at Lowe’s, Ms. Versaggi held various marketing leadership positions including Vice President, Media and Planning; Director of Media; Director of Marketing Strategy; and Product Marketing Director. Prior to Lowe’s, she began her career in finance as a Portfolio Specialist at SunTrust Banks. Ms. Versaggi earned an M.B.A. from the Terry College of Business at the University of Georgia and a B.S.B.A. at the Kenan-Flagler Business School at the University of North Carolina — Chapel Hill.

 

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

Deloitte & Touche LLP (“Deloitte”) audited our consolidated financial statements for the 2025 Fiscal Year. 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 to be well qualified and has appointed Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ended January 3, 2027 (the “2026 Fiscal Year”).

This proposal asks you to ratify the Audit Committee’s appointment of Deloitte 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’s performance as part of its consideration of whether to re-appoint Deloitte as our independent registered public accounting firm. As part of this review, the Audit Committee considered, among other things:

•

Deloitte’s independence and objectivity;

​

•

the communication and interaction with our Deloitte 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;

​

•

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

​

•

Deloitte’s historical and recent performance;

​

•

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

​

•

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

​

•

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

​

•

the appropriateness of Deloitte’s fees; and

​

•

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

​

The Audit Committee recognized the ability of Deloitte 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 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 is independent and objective and that it is in the best interests of the Company and its stockholders to appoint Deloitte to serve as the Company’s independent registered accounting firm for the 2026 Fiscal Year. Consequently, the Audit Committee has appointed Deloitte as the Company’s independent registered public accounting firm for the 2026 Fiscal Year, 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 but may, nonetheless, choose to retain Deloitte 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.

A representative of Deloitte 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.

 

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Required Vote

Ratification of the appointment of Deloitte 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.

   

 

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Audit Committee Matters

Fees Paid to Deloitte

The following table presents, for the 2025 Fiscal Year and the 2024 Fiscal Year, fees billed to the Company by Deloitte for the audit of our annual financial statements, audit-related services and all other services. All services provided by Deloitte were approved by the Audit Committee in conformity with the Audit Committee’s pre-approval policy discussed below.

(1)

“Audit fees” are fees paid to Deloitte 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 2025 Fiscal Year and 2024 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.”

​

(3)

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

​

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 during the 2025 Fiscal Year and the 2024 Fiscal Year 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, 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, 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 2025 Fiscal Year:

•

reviewed and discussed with management and Deloitte the Company’s consolidated financial statements for the 2025 Fiscal Year;

​

•

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

​

•

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

​

•

based on the foregoing review and discussions with management and Deloitte, recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the 2025 Fiscal Year.

​

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 opportunity to cast an advisory vote to approve the compensation of our NEOs as required pursuant to Section 14A of the Securities Exchange Act of 1934. 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 strong “say on pay” support, including more than 99% “say on pay” support at last year’s 2025 Annual Meeting of Stockholders.

The Board and Human Resources and Compensation Committee are dedicated to ensuring that our executive officers are 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 can 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 2026 Annual Meeting of Stockholders.”

As you consider this proposal, we urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement 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, this proposal 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.

 

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COMPENSATION

Compensation Discussion and Analysis

In this section we provide information about 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 2025 Fiscal Year. Our NEOs for the 2025 Fiscal Year were:

•

Doug Black, Chief Executive Officer

​

•

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

​

•

Joseph Ketter, Executive Vice President of Human Resources

​

•

Scott Salmon, Executive Vice President, Strategy and Development

​

•

Shannon Versaggi, Executive Vice President, Marketing, Category Management and Pricing

​

On August 27, 2025, the Company announced that John Guthrie, the Company’s Executive Vice President, Chief Financial Officer and Assistant Secretary, would resign from his current role as of December 31, 2025, but will remain an employee of the Company into Fiscal 2026 as a senior advisor to the Chief Executive Officer of the Company and provide transition services. The Company would like to take this opportunity to thank Mr. Guthrie for his many years of service to the Company.

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 2025 Annual Meeting of Stockholders, our executive compensation program received strong stockholder support, with more than 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 carefully considers 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.

Our 2025 Executive Compensation Program

 

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Summary of 2025 NEO Target Total Direct Compensation

2025 Incentive Plan Design Changes

For the 2025 Fiscal Year, the Human Resources and Compensation Committee approved changes to our PSU design, pursuant to which the ROIC modifier to our EBIT performance metric for our PSU awards was eliminated and, instead, PSU awards are based on two performance metrics: (1) relative EBTA, weighted as 70% of the PSU award and (2) absolute ROIC, weighted as 30% of the PSU award. We believe this update enhances accountability for efficient use of assets and disciplined investment, continues to demonstrate our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks.

2025 Business Performance

 

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2025 Compensation Highlights

2025 Base Salaries

For 2025, the Human Resources and Compensation Committee approved salary increases for our NEOs ranging from 2.6% to 7.5% in the aggregate based on external factors, including competitive market data and internal factors such as personal performance, experience, increased responsibilities, criticality to retain and the significance of the role to the Company. Adjustments generally positioned our NEOs near the 50th percentile of market.

2025 Bonus Payments

Our NEOs earned bonuses ranging from 81% to 90% of the target award. Payouts were earned based on our Adjusted EBITDA (weighted 70%), Organic Daily Sales Growth (weighted 5%), Customer Performance (weighted 5%) and Individual Strategic Goals (weighted 20%). We achieved above our threshold performance level but fell short of target performance for each of Adjusted EBITDA, Organic Daily Sales Growth and Customer Performance. Bonus amounts were earned at various levels based on individual NEO performance over the course of the 2025 Fiscal Year.

2023 Performance Stock Unit Award Payouts

In February 2023, PSUs were granted contingent on three-year performance based on our EBTA growth relative to a performance peer group, modified by our absolute ROIC, with a maximum potential payout of 200% of target. The Human Resources and Compensation Committee will review and certify the actual payout in May 2026 after it can assess our performance versus the PSU performance peer group, which includes our then-current compensation peer group plus other best-in-class distributors viewed as a comparable business model.

2022 Performance Stock Unit Award Payouts

In May 2025, our Human Resources and Compensation Committee certified the payouts for the PSUs awarded in February 2022 for the three-year performance period commencing January 3, 2022 and ending December 29, 2024, resulting in payouts for each of our NEOs at 0% of target. The payouts were based on a three-year EBTA cumulative compound annual growth rate of negative 5.7%, which ranked at the 6th percentile relative to the PSU performance peer group, and a three-year average ROIC of 17.5%, although the ROIC modifier was not applicable.

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 2025 Fiscal Year, the Human Resources and Compensation Committee engaged FW Cook as its 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.

Industry Peer Group

To assist in evaluating our compensation program for 2025, in August 2024, 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 for talent and/or

 

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has a similar business model. The 16-company peer group approved and used by the Human Resources and Compensation Committee in evaluating 2025 target pay decisions is outlined below.

*

Denotes companies which have been acquired since the peer group was approved by the Human Resources and Compensation Committee in August 2024

​

Use of Market Data

The Human Resources and Compensation Committee reviews competitive market data from our industry peer group and general industry surveys as part of its process to set the target pay opportunities for our NEOs. Our executive compensation program aims to provide for target total compensation for our executives at approximately the 50th percentile of our peer group, with flexibility to position an individual executive’s target total compensation above or below the 50th percentile based on factors including, but not limited to, contribution, performance and uniqueness of role.

Executive Management

Certain members of the executive management team 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 provides input on financial metrics and goals. Our CEO, Executive Vice President, Human Resources and General Counsel generally attend Human Resources and Compensation Committee meetings, but are excused when their individual 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 provide a fixed level of compensation, our short-term annual cash incentive program rewards achievement of key financial and strategic objectives, and our long-term incentive opportunities tie a large portion of our NEOs’ total compensation to Company performance and long-term stock growth. Our short-term annual cash incentive program includes Adjusted EBITDA, Customer Performance, Organic Daily Sales Growth and other individualized strategic performance targets. The Customer Performance component consisted of three components: Company NPS, Net New Customer Growth and Net Per-Customer Growth. The Adjusted EBITDA component of our short-term annual cash incentives, which represents 70% of the incentive opportunity, is capped at 250% of target, and each additional component, which collectively represent the remaining 30% of the incentive opportunity, is capped at 150% of target. Our long-term equity incentive program provides for extended vesting schedules and includes PSUs with three-year relative and absolute performance criteria and capped payouts at 200% of target. Lastly, we provide other benefits as discussed below.

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 the 2025 Fiscal Year, each NEO’s target total direct compensation, which includes base salary, target short-term annual

 

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cash incentives and long-term equity incentives, approximated the median (i.e., 50th percentile) of competitive market data compiled by FW Cook.

Base Salary

Base salaries are set to attract and retain high-performing executive talent. The determination of each 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, including our NEOs. Based on these factors, in February 2025, the Human Resources and Compensation Committee approved salary increases for each of our NEOs. The February 2025 salary increases for our NEOs took effect on March 3, 2025. On May 28, 2025 and following the departure of two executive leadership team members, the Human Resources and Compensation Committee approved additional salary increases for Messrs. Ketter and Salmon and Ms. Versaggi due to increased responsibilities allocated to these individuals. The May 2025 salary increases for Messrs. Ketter and Salmon and Ms. Versaggi took effect on June 2, 2025. The aggregate 2025 Fiscal Year salary increases for each of our NEOs were in the range of 2.6% to 7.5%, which generally positioned salaries near the 50th percentile of market. The base salaries approved by the Human Resources and Compensation Committee for each NEO during the 2024 Fiscal Year and 2025 Fiscal Year are shown below.

Short-Term Annual Cash Incentives

Our short-term 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 their 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 and goals, we reinforce our focus on creating a strong pay-for-performance culture.

For the 2025 Fiscal Year, all of our NEOs were eligible to receive short-term annual cash incentives based on the achievement of pre-established annual Company financial and performance metrics and goals approved by the Human Resources and Compensation Committee. Each NEO had a target incentive opportunity expressed as

 

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a percentage of his or her base salary paid during the year. The threshold, target and maximum percentages of base salary and actual percentages of target for our NEOs for the 2025 Fiscal Year were as follows:

(1)

Expressed as a percentage of base salary. For the 2025 Fiscal Year, each of the various components of the annual incentive awards were subject to a cap, as set forth below.

​

The Human Resources and Compensation Committee selected Adjusted EBITDA as the primary financial performance metric for our NEOs’ short-term annual cash incentive opportunity, measured against the Adjusted EBITDA goals established by the Human Resources and Compensation Committee in the beginning of the 2025 Fiscal Year and increased mid-year for acquisitions completed prior to June 30, 2025 in accordance with our long-standing practice. The Human Resources and Compensation Committee reviewed the Company’s 2025 Fiscal Year outlook in establishing the initial Adjusted EBITDA target, noting that 2025 results were projected to marginally improve as compared to the 2024 Fiscal Year based on, among other factors, expectations that commodity price deflation would moderate, as well as a recovering residential market and resilient commercial market, the execution of our operational initiatives, SG&A management and contribution from acquisitions. As a result, the Human Resources and Compensation Committee set the original Adjusted EBITDA target goal to $428 million, which represented a 13% increase compared to the 2024 Fiscal Year actual performance of $378 million. Subsequently, 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 2025, in August 2025, the Human Resources and Compensation Committee increased the target and stretch goals to take into account anticipated Adjusted EBITDA contributions from acquisitions completed prior to June 30, 2025. To ensure our Company continues to deliver outstanding customer service, the Human Resources and Compensation Committee also utilized Customer Performance as a component of each NEO’s short-term annual cash incentive. In addition, to drive continued sales growth, the Human Resources and Compensation Committee also utilized Organic Daily Sales Growth as a component of our NEOs’ short-term annual cash incentives. The Human Resources and Compensation Committee subjectively assessed Mr. Black’s achievement for the strategic performance goals, and for the other NEOs, Mr. Black evaluated the performance of each NEO based on his or her individual strategic performance goals and made a recommendation to the Human Resources and Compensation Committee. The following table shows the weighting of the 2025 Fiscal Year performance metrics for each NEO, expressed as a percentage of each NEO’s 2025 Fiscal Year total short-term annual cash incentive opportunity.

(1)

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

​

(2)

Customer Performance, Organic Daily Sales Growth and Strategic Performance components of the short-term annual cash incentive opportunity are each capped at 150% of target.

​

(3)

The Customer Performance metric consists of three components: (1) Company NPS, (2) Net New Customer Growth and (3) Net Per-Customer Growth.

​

(4)

For more detail on individual strategic performance goals, see the table detailing individual criteria on page 38.

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The following table shows the threshold, target, stretch, maximum and actual performance levels, along with the payout multiple of target incentive opportunity, for the Adjusted EBITDA component of the 2025 Fiscal Year short-term annual cash incentive opportunities for our NEOs.

(1)

Adjusted EBITDA was calculated using EBITDA for the Company for the 2025 Fiscal Year, as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets, financing fees, acquisitions 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)

Acquisitions completed after June 30, 2025 were excluded from the calculation of Adjusted EBITDA for purposes of determining short-term annual cash incentive compensation.

​

(3)

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

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The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target incentive opportunity, for the Customer Performance component of the 2025 Fiscal Year short-term annual cash incentive opportunities for our NEOs.

(1)

Customer Performance is based on three components: Company NPS, Net New Customer Growth and Net Per-Customer Growth. 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. Net New Customer Growth is calculated by dividing sales growth from new and reactivated customers by loss from exited and lapsed customers. Net Per-Customer Growth is calculated by dividing sales growth from existing customers with annual growth exceeding both 30% and $3,000 by sales loss from existing customers with annual losses exceeding both 30% and $3,000.

​

(2)

The Company NPS weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals.

​

(3)

The Net New Customer Growth weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals.

​

(4)

The Net Per-Customer Growth weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals.

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(5)

During the 2025 Fiscal Year, the Company achieved a Company NPS level of 85.1, which was in between target and maximum goals, and achieved Net New Customer Growth and Net Per-Customer Growth levels of 1.14 and 1.22, respectively, each of which was below threshold goals. Based on these levels of achievement, the combined Customer Performance payout was 34% of target.

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The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target incentive opportunity, for the Organic Daily Sales Growth component of the 2025 Fiscal Year incentive opportunities for our NEOs.

(1)

“Organic Daily Sales” refers to Organic Sales in the fiscal reporting period divided by the number of business days, excluding Saturdays, Sundays and holidays, that our branches are open during such relevant fiscal reporting period. “Organic Sales” is defined as all sales, including sales from newly opened greenfield branches and decreases in sales from closing existing branches, but excluding any sales 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. Organic Daily Sales is a non-GAAP financial measure. Reconciliation to the corresponding GAAP financial measure can be found in Appendix A to this Proxy Statement.

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(2)

The Organic Daily Sales weighted performance multiplier is determined by linear interpolation of the percentage achievement between threshold and target goals and between target and max goals.

​

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 with respect to each NEO’s level of achievement. The individual criteria related to specific individual categories of performance measures, level of achievement and factors supporting such level of achievement are set forth below.

 

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Achievement of the Adjusted EBITDA, Customer Performance, Organic Daily Sales Growth and the individual performance measures, taken together, resulted in short-term annual cash incentive payouts for the 2025 Fiscal Year shown in the below table:

(1)

Eligible earnings reflect the actual base salaries earned by each NEO during the 2025 Fiscal Year.

​

(2)

Payout percentage rounded to nearest whole percentage for presentation purposes.

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The award paid to each of our NEOs is also shown in the “Summary Compensation Table” on page 45 under the “Non-Equity Incentive Plan Compensation” column.

Long-Term Equity Incentives

The Human Resources and Compensation Committee makes annual equity grants to our executives as part of our compensation program under our 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). 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. No such equity awards were made during 2025. 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 2020 Plan during the 2025 Fiscal Year, see the “Grants of Plan-Based Awards for 2025 Fiscal Year” table on page 46.

Awards Granted During 2025 under the 2020 Plan

To support our “pay-for-performance” culture, compensation is weighted toward at-risk compensation. Our long-term equity incentive program, which consisted of 50% RSUs and 50% PSUs for the 2025 Fiscal Year, is designed to serve stockholders’ best interests through sustained long-term financial and stock price performance. We believe this award mix under our LTIP further demonstrates our commitment to designing an executive

 

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compensation program that encourages high performance, promotes retention and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe this LTIP design further illustrates our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success.

The table below sets forth the number of RSUs and target PSUs awarded to each NEO in the 2025 Fiscal Year:

Performance Stock Units

PSUs are earned based upon the Company’s performance, over a three-year period, measured by two performance metrics: (1) pre-tax income plus amortization (“EBTA”) growth relative to a select peer group, weighted as 70% of the PSU award and (2) absolute ROIC, weighted as 30% of the PSU award, as set forth below. The performance period for the PSUs awarded in February 2025 is a three-year period commencing December 30, 2024 and ending January 2, 2028. 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:

(1)

Payout for performance between levels noted above will be determined using straight-line interpolation. Total payout will be capped at 200% of target.

​

(2)

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

​

Prior to Fiscal 2025, PSUs awarded were earned based upon the Company’s performance, over a three-year period, measured by relative EBTA, subject to adjustment based upon the application of an ROIC modifier. The table below sets forth the 0% of target payouts for the PSUs awarded in February 2022 for the three-year

 

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performance period commencing January 3, 2022 and ending December 29, 2024, as certified by the Human Resources and Compensation Committee on May 13, 2025.

(1)

The Company’s 3-year EBTA decreased at a cumulative compound annual rate of 5.7% for the 2022-2024 PSU cycle, which ranked at the 6th percentile of the PSU performance peer group for that cycle and resulted in a payout of 0% of target as certified by the Human Resources and Compensation Committee on May 13, 2025. Because the Company’s 3-year EBTA performance resulted in a payout of 0% of target, the Company’s 3-year average ROIC performance was not applicable.

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Policies and Practices Related to the Timing of Equity Awards

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, accident, hospitalization and disability insurance, and a tax-qualified 401(k) plan. In addition, NEOs receive company-paid life insurance benefits of 2X base salary.

Tax and Accounting Considerations

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 Human Resources and Compensation Committee and management also consider the accounting implications of our executive officer compensation program. 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 compensation programs in accordance with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 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 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 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:

 

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Only shares held directly by the individual count for purposes of ownership under the stock ownership guidelines.

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

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 54.

 

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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 2025 Fiscal Year.

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 2025 Fiscal Year and, for Messrs. Black, Guthrie, Ketter and Salmon, the two immediately preceding fiscal years. Ms. Versaggi was not an NEO in the fiscal year ended December 31, 2023 (the “2023 Fiscal Year”) and Mr. Ketter was not an NEO in the fiscal year ended December 29, 2024 (the “2024 Fiscal Year”). However, compensation information for Mr. Ketter for the 2024 Fiscal Year is being included based on interpretive guidance from the Division of Corporation Finance.

(1)

Represents the actual sum of regular pay, paid time off, holiday and back pay earned for the 2025, 2024, and 2023 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 2025 Fiscal Year filed with the SEC on February 19, 2026 for a discussion of the relevant assumptions used in calculating these amounts. The maximum award value for the PSUs granted in the 2025 Fiscal Year (determined as described above in “— Elements of Our Executive Compensation Program — Long-Term Equity Incentives” on page 40) is $4,199,864 for Mr. Black, $824,760 for Mr. Guthrie, $699,796 for Mr. Ketter, $724,789 for Mr. Salmon and $699,796 for Ms. Versaggi. The maximum award value for the PSUs granted in the 2024 Fiscal Year is $3,899,858 for Mr. Black, $774,929 for Mr. Guthrie, $649,819 for Mr. Ketter, $674,715 for Mr. Salmon and $649,819 for Ms. Versaggi. The maximum award value for the PSUs granted in the 2023 Fiscal Year is $2,399,916 for Mr. Black, $499,759 for Mr. Guthrie, $399,986 for Mr. Ketter and $433,144 for Mr. Salmon. Ms. Versaggi was not a NEO during the 2023 Fiscal Year.

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(3)

Includes short-term annual cash incentives earned with respect to the 2025, 2024, and 2023 Fiscal Years. For more detail, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 35.

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(4)

For the 2025 Fiscal Year, reflects: (i) Company 401(k) match of $14,000 for each NEO; (ii) spousal travel to attend the Company’s 2025 winter business meeting for Mr. Salmon and Ms. Versaggi; (iii) life and accidental death insurance premiums paid by the Company on behalf of each NEO; (iv) long term disability premiums paid by the Company on behalf of each NEO; and (v) executive group life insurance premiums paid by the Company on behalf of each NEO.

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Grants of Plan-Based Awards for 2025 Fiscal Year

The following table provides information concerning plan-based awards granted to the NEOs in the 2025 Fiscal Year.