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

SCHEDULE 14A

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

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for use of the Commission only (as permitted by Rule 14A-6(E)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

SiteOne Landscape Supply, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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~~2023~~2024 PROXY STATEMENT
AND
NOTICE OF ~~2023~~2024 ANNUAL
MEETING OF STOCKHOLDERS

~~Thursday,~~Tuesday, May ~~11, 2023~~7, 2024
9:00 a.m., Eastern Time
Atlanta Airport Marriott Gateway Hotel

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300 Colonial Center Parkway
Suite 600
Roswell, Georgia 30076

March ~~28, 2023~~26, 2024

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 ~~4711 Best Road,~~Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on ~~Thursday,~~Tuesday, May ~~11, 2023,~~7, 2024, at 9:00 a.m., Eastern Time.

~~SiteOne once again achieved strong financial results in 2022 with double-digit growth in Net sales and Adjusted EBITDA.~~As we look back on the past year, I am very proud of our ~~terrific team who adapted well~~team’s continuing dedication to our strategic vision and growth. Despite the challenges ~~of continued high~~posed by softer markets, operating cost inflation, ~~a tight labor~~gross margin normalization, and commodity price deflation, our team adeptly navigated these conditions, delivering Net sales growth, expanding our capabilities, and increasing our market share. Our well-balanced business, strong balance sheet, extensive product portfolio and ~~reduced product volume last year~~geographic diversity also contributed to ~~deliver another record year. We were also pleased~~this resilience and continue to ~~add a record 16 high-performing companies~~position us to ~~SiteOne through acquisition last year. We increased~~capitalize on the ~~diversity of~~significant opportunities within our ~~leadership~~industry. Our focus therefore remains on delivering superior value for our customers, nurturing our entrepreneurial spirit, and ~~the overall diversity of SiteOne in 2022~~ — driving sustainable growth to ensure that we have the strongest team in the Green Industry to drive continued success in the years to come. All of this while continuing to invest in our commercial and operational initiatives to further our commitment to becoming a Company of Excellence and to createlong-term value creation for all our stakeholders.

WeAdditionally, we once again published our annual ~~ESG~~IMPACT Report in ~~2022~~2023 which includes our reporting under the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks. Our ~~ESG~~IMPACT Report highlights our recent ~~ESG~~ initiatives that ~~advanced~~advance our objectives and help bring our Vision to life. We encourage you to review this report and learn more about our efforts by visiting the ~~“Environmental, Social and Governance”~~“Stakeholder Impact” tab of our website at www.siteone.com/~~ESG~~impact.

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”~~Vote?” on page 6265 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 very high value on feedback from our stockholders. In ~~2022,~~2023, we continued our robust stockholder outreach program, now in its ~~fifth~~sixth year, by engaging with firms and/or their affiliates who collectively held approximately ~~66%~~61% of our outstanding shares. Please review the summary of our outreach program beginning on page 3 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

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300 Colonial Center Parkway
Suite 600
Roswell, Georgia 30076

	NOTICE OF ~~2023~~2024 ANNUAL MEETING OF STOCKHOLDERS
	Date and Time: ~~Thursday,~~Tuesday, May ~~11, 2023,~~7, 2024, at 9:00 a.m., Eastern Time
	Place: Atlanta Airport Marriott ~~4711 Best Road,~~Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337
	Record Date: March ~~14, 2023~~8, 2024
	Business To Be Conducted:
	• Elect the ~~two~~three Class III nominees named in the accompanying Proxy Statement as Class III directors for a term expiring at the ~~2026~~2027 Annual Meeting of Stockholders.
	• Approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law.
	• Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December ~~31, 2023.~~29, 2024.
	• Hold a non-binding advisory vote to approve executive compensation.
	• ~~Hold a non-binding advisory vote on the frequency of future advisory votes to approve executive compensation.~~
	• Transact such other business as may properly come before the ~~2023~~2024 Annual Meeting of Stockholders or any reconvened or rescheduled meeting following any adjournment or postponement thereof.

					Recommendation of the Board
					THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT ~~“EVERY YEAR” FOR FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION~~ AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.

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 6366 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”~~Vote?” on page 6265 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.


				L. Briley Brisendine
				Executive Vice President, General Counsel and Secretary
				March ~~28, 2023~~26, 2024

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~~2023~~2024 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 ~~2023~~2024 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 ~~4711 Best Road,~~Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337 on ~~Thursday,~~Tuesday, May ~~11, 2023,~~7, 2024, 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 ~~11, 2023:~~7, 2024: This Proxy Statement is first being sent to stockholders on or about March ~~28, 2023.~~26, 2024. This Proxy Statement and our ~~2022~~2023 Annual Report on Form 10-K are available at www.proxyvote.com.

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	~~2022~~2023 HIGHLIGHTS					2
	GOVERNANCE
	PROPOSAL 1: ELECTION OF DIRECTORS					911
	NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS					912
	CORPORATE GOVERNANCE					1417
	EXECUTIVE OFFICERS					2326
	PROPOSAL 2: CHARTER AMENDMENT TO LIMIT THE LIABILITY OF CERTAIN OFFICERS					28
	AUDIT MATTERS
	PROPOSAL 2:3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					2529
	AUDIT COMMITTEE MATTERS					2731
	REPORT OF THE AUDIT COMMITTEE					2832
	COMPENSATION
	PROPOSAL 3:4: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION					29
	~~PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~					3033
	COMPENSATION DISCUSSION AND ANALYSIS					3134
	HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT					4246
	ADDITIONAL EXECUTIVE COMPENSATION INFORMATION					4347
	DIRECTOR COMPENSATION					5255
	CEO PAY RATIO					5457
	PAY VERSUS PERFORMANCE					5457
	GENERAL INFORMATION
	STOCK OWNERSHIP					5760
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					5861
	~~2022~~2023 ANNUAL REPORT TO STOCKHOLDERS					5962
	OTHER BUSINESS					5962
	STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR AT THE ~~2024~~2025 ANNUAL MEETING					5962
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING					6063
	APPENDIX A: RECONCILIATION OF NON-GAAP MEASURES					A-1
	APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION					B-1

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~~2022~~2023 HIGHLIGHTS

This summary highlights information regarding our financial and operational performance, compensation program and governance for the fiscal year ended ~~January 1,~~December 31, 2023 (the ~~“2022~~“2023 Fiscal Year”). The summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

~~2022 Performance~~2023 Highlights

~~(1)~~

~~Organic Daily Sales and Adjusted EBITDA are non-GAAP financial measures. Reconciliation to each corresponding GAAP financial measure can be found in Appendix A to this Proxy Statement.~~

Total Stockholder Return Performance Graph(1)

[MISSING IMAGE: lc_cumulativetotreturn-4c.jpg]

(1)

Graph shows the cumulative return to holders of the Company’s common stock from December ~~31, 2017~~30, 2018 to ~~January 1,~~December 31, 2023 assuming a $100 initial investment and reinvestment of dividends. All values in U.S. Dollars.

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Vision and Values

At SiteOne, we are committed to being a company of excellence. While this can have many interpretations, we define this Vision using five objectives:

	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			Be a good neighbor in our communities; and
	⑤			Achieve industry-leading financial performance and growth for our stockholders.

These five objectives provide our “True North” and guide us in the people that we hire, the decisions that we make and the capabilities that we build. As the largest wholesale distributor in the ~~Green Industry,~~green industry, we feel a sense of responsibility to set a high bar across all five objectives in creating excellence for all of our stakeholders. To accomplish our Vision, we strive to consistently practice the following seven values across all aspects of our Company:

	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			Continuously Improving —We quickly adopt best practices to drive growth and deliver world-class results.
	④			Team Players —We respect and support each other and put the team first.
	⑤			Professional — We do everything with quality and integrity and never cut corners.
	⑥			Talent Focused —We recruit, develop, mentor and retain the best people.
	⑦			Accountable —We think and act like owners and leverage our resources to succeed.

In addition, we are considerate of the impact that our business may have on ~~the environment when we make operational decisions,~~our associates, customers, suppliers and wecommunities. We are pleased that many of our initiatives have had a positive impact on ~~the environment,~~our stakeholders, which are highlighted in our ~~ESG~~IMPACT Report, which is available on our website at www.siteone.com/~~ESG~~impact.

Governance Evolution Through Stockholder Engagement & Responsive Actions

The Board is committed to strong corporate governance. Since our transition from a “controlled company” to a widely-held company following the completion of our former sponsors’ sell-down of their equity ownership positions in 2017, we have evolved our Board and our corporate governance processes to reflect the changes in our Company’s business and stockholder base. We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.

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Stockholder feedback received through engagement is an integral part of the Board’s corporate governance review process. The Board and management team are committed to building and maintaining open communication whereby stockholders can express their candid views, as well as gain insight into our perspectives on long-term stockholder value.

Since 2018, we have engaged with our stockholders to deepen the Board’s understanding of our stockholders’ interests and priorities. In addition to ordinary course investor conferences, earnings calls and one-on-one investor conference calls and meetings, we have conducted targeted outreach with stockholders representing a substantial portion of our stockholder base to discuss our corporate governance practices in each of the past five years. For our stockholder outreach program in 2022, we invited our top 25 stockholders to provide feedback on our governance practices. Of these top 25 stockholders, 19 (76%) engaged with us and provided feedback, representing firms and/or their affiliates who collectively held approximately 66% of our outstanding shares. Our Board, including the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) and the Human Resources and Compensation Committee of the Board (the “Human Resources and Compensation Committee”), reviewed feedback from our stockholders.

[MISSING IMAGE: pc_top25stockholder-4c.jpg]

Since 2018, we have engaged with our stockholders to deepen the Board’s understanding of our stockholders’ interests and priorities. In addition to ordinary course investor conferences, earnings calls and one-on-one investor conference calls and meetings, we have conducted targeted outreach with stockholders representing a substantial portion of our stockholder base to discuss our corporate governance practices in each of the past six years. For our stockholder outreach program in 2023, we invited our top 25 stockholders to provide feedback on our governance practices. Of these top 25 stockholders, 18 (72%) engaged with us and provided feedback, representing firms and/or their affiliates who collectively held approximately 61% of our outstanding shares. Our Board, including the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) and the Human Resources and Compensation Committee of the Board (the “Human Resources and Compensation Committee”), reviewed this feedback from our stockholders.

As a result of our discussions with stockholders since 2018, we have made a number of enhancements to our governance practices, including:

✔

Eliminating supermajority voting requirements

✔

~~Appointing an additional female director~~Increasing the experience, skills, background and diversity of our Board

✔

Updating the structure of our equity incentive program to provide 33% of long-term executive compensation in the form of performance-based stock units and, beginning in the year ending December 29, 2024 (the “2024 Fiscal Year”), 50% of long-term executive compensation in the form of performance-based stock units

✔

Amending our Executive ~~Officer~~Stock Ownership Policy in 2019 to increase the ~~CEO~~CEO’s stock holding requirement to 6x base salary and exclude the value of in-the-money options from ownership calculation and again in 2023 to make this policy applicable to each member of the senior leadership team that reports directly to the CEO

✔

Amending our anti-hedging policy to prohibit pledging of Company stock by directors and executive officers

✔

Continuing the evolution of ~~ESG~~human capital management and sustainability enhancements, including:

—

Creating ~~ESG Steering~~a management-led steering committee, which we now call our Stakeholder Impact Committee, comprised of certain executive leadership team members and functional leaders representing safety, human resources, transportation, category and marketing, information security and other relevant teams

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Amending our Nominating and Corporate Governance Committee charter to ~~reference ESG~~formalize environmental stewardship and corporate responsibility oversight

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Adding disclosure toaligned with the SASB and TCFD frameworks in our ~~ESG Reports~~annual IMPACT Report

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Adopting environmental and social policies and practices, including the adoption of our Human Rights Policy, Environmental Policy and Supplier Code of Conduct

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Enhancing the disclosure in our Proxy Statement regarding how executive compensation is linked to the Company’s diversity goals ~~as well as director skills, background, diversity and qualifications~~

—

Adding ~~select ESG~~relevant human capital measures into our annual cash incentive compensation program

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—

Disclosing our Scope 1 and Scope 2 greenhouse gas emissions estimates on our website

✔

~~Expanding our clawback policy for incentive compensation paid to our executive officers, including~~Maintaining the discretionary ability to clawback incentive-based compensation for fraud, misconduct or illegal activity, ~~independent~~which is more expansive than the clawback of aincentive-based compensation for financial ~~restatement~~restatements required under applicable law and the New York Stock Exchange (“NYSE”) listing standards

✔

Adopting a ~~new~~ Non-Employee Director Equity Ownership Policy

During this year’s stockholder outreach program, stockholders shared perspectives on a number of important governance issues, including:

•

Our proactive engagement and attention to ~~ESG~~human capital management and sustainability issues, which several stockholders noted was a leading practice for companies in our industry and of our size;

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•

Our commitment to ~~ESG~~sustainability initiatives that increase stockholder value and align with overall company strategy;

•

Our classified board structure, which remains generally acceptable at this time to stockholders holding a majority of our outstanding ~~shares at this time;~~shares; and

•

Our executive compensation design, particularly on preferred performance metrics and equity vehicles.

Regarding our classified board structure, our stockholders acknowledged SiteOne’s specific circumstances including the length of time ~~we have been~~as a public company, our market capitalization and our track record of stockholder returns since our initial public offering in 2016 (“IPO”). Through our discussions, we ~~have learned~~continue to believe that our stockholders remain generally receptive to our classified board structure and, accordingly, believe our classified board structure continues to be the appropriate structure at this time. ~~Accordingly, while~~However, we do not intend to maintain a classified board structure in perpetuity, ~~we believe our classified board structure remains the appropriate structure at this point in time due to the specific circumstances describe above. We~~and will continue to evaluate our Board structure in light of SiteOne’s specific circumstances, best practices and stockholder feedback.

We also intend to continue ~~a cycle of~~our year-round stockholder engagement in ~~2023,~~2024, including our regular participation at investor meetings and conferences and periodic engagement on corporate governance and compensation topics. In addition to input on current corporate governance topics, we invite dialogue about any other topics or trends our stockholders may wish to discuss. The Board considers feedback from these conversations during its deliberations, and our engagement activities have produced valuable feedback that informs our decisions and our strategy.

The Board has also established a process by which stockholders may communicate with its members. 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 may write to or email the Company at SiteOne Landscape Supply, Inc., 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, Attention: Briley Brisendine, Secretary, or boardofdirectors@siteone.com.

Governance Highlights

Since our IPO, we have undertaken an extensive board refreshment process to transition to a board with the independence, skills and qualifications reflective of our business. Of particular importance, we have prioritized enhancing the diversity of our Board, which is now comprised of a majority of directors who are women or from diverse backgrounds.

We have a ~~highly-experienced~~highly experienced Board that brings a range of relevant skills and qualifications to the Company. Key highlights of the composition of our ~~Board composition~~nominees for director and continuing directors include:

Board ~~Independence~~Independence*

Board ~~Diversity~~Diversity*

Board Gender Diversity*

~~86%~~

~~6 of 7directors are independent~~

~~57%~~88%

47 of 78directors are ~~women or from diverse backgrounds~~
~~2 of 7~~independent~~directors are women~~

~~Board Refreshment~~						~~Average Tenure (in years)~~ 63%
	~~43%~~5 of 8 directors are female or diverse			38%			3 of 78directors ~~have been added since 2017~~are female

Board Refreshment*						Average Tenure (in years)*
50%			4 of 8directors added since 2017			61∕26.6			Average director tenure

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Performance Stock Mix
50%			Long-term executive compensation in the form of performance stock units for Fiscal Year 2024

Includes Ms. Judy Sansone, who has been nominated as a Class II director to serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders.

In addition, our governance “best practices” include the following:

	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

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	Board Leadership Evaluation and Succession Planning			• The Board annually evaluates the CEO’s performance • The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other executive officers
	Majority Vote Threshold			• Our Charter and By-laws may be amended by a majority vote of our stockholders
	Board & Committee Evaluations			• The Board and each of our committees conduct detailed annual self-evaluations
	Limits on Outside Board Service			• Outside directors are limited to service on four other public company boards • Currently, our Chairman and CEO does not serve on any other public company boards
	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 ~~2022,~~2023, 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
	~~ESG~~Sustainability Reporting			• We publicly disclose an annual ~~ESG~~IMPACT Report ~~aligned with~~which demonstrates the impact that our Vision has on SiteOne’s stakeholder groups • IMPACT Report discloses to the framework recommendations of SASB and TCFD ~~frameworks~~

Compensation Highlights

Our executive compensation program is designed to encourage high performance and results that will create value for our stockholders while avoiding unnecessary risks. We structure compensation to pay for performance,

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with clear and measurable goals and aggressive yet achievable performance targets. To create a ~~“pay~~pay for ~~performance”~~performance environment, compensation is weighted toward at-risk compensation. Our long-term equity incentive program (“LTIP”), which consisted of approximately 33% stock options, 33% performance stock units (“PSUs”) and 33% restricted stock units (“RSUs”) ~~and 33% performance stock units (“PSUs”)~~ for the ~~2022~~2023 Fiscal Year, is designed to serve stockholders’ best interests in our sustained long-term performance by including performance-based awards, multi-year vesting schedules and meaningful stock ownership requirements. PSUs, which reflect a target number of shares that may be issued to the award recipient at the end of a three-year award cycle based on the achievement of rigorous performance targets established at the time of grant, utilize a three-year relative pre-tax earnings growth metric highly correlated with stock price performance, with the actual number of shares ~~granted~~earned subject to modification based on a three-year average absolute return on invested capital (“ROIC”) ~~metric.~~modifier. PSU payout is capped at 200% of target. The value of the option grants depends on our future stock price performance, as the options carry a strike price based on the trading price of our stock on the date of grant. In addition, under our LTIP, underwater options are prohibited from being repriced or cashed out without stockholder approval. We ~~believe~~strive to compensate our named executive officers (“NEOs”) ~~are compensated~~ in a manner consistent with our strategy, competitive market practices, sound compensation governance principles and in alignment with stockholder interests. To that end, in connection with its annual review of our executive compensation program, including input from the Human Resources and Compensation Committee’s independent consultant, Frederic W. Cook & Co. (“FW Cook”), and feedback received from our stockholders during the 2023 Fiscal Year, in February 2024, our Human Resources and Compensation Committee approved an award mix for our NEOs under the LTIP consisting of 50% PSUs and 50% RSUs for the 2024 Fiscal Year. We believe this update to the award mix under our LTIP further demonstrates our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe this updated LTIP design evidences our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success.

For the ~~2022~~2023 Fiscal Year, the aggregate base salaries of our NEOs were ~~equal~~approximated to ~~approximately~~ the 50thpercentile of our peer group. The target for the Adjusted EBITDA metric under our annual incentive program was ~~$450~~$462-464 million, ~~an increase of more than 8.4% compared to the~~in line with our results for the fiscal year ended January ~~2, 2022~~1, 2023 (the ~~“2021~~“2022 Fiscal Year”). Maximum payouts under the Adjusted EBITDA metric are capped at 250% of target, with the

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remaining components each capped at 150% of target. ~~Due to our strong financial results,~~The short-term annual cash incentive payouts for each of our NEOs on the Adjusted EBITDA component (constituting 70% of the performance metric weighting for each of our NEOs) were ~~111%~~58% of target for the ~~2022~~2023 Fiscal Year as our Adjusted EBITDA exceeded ~~target.~~the threshold performance level but fell short of target performance.

Compensation Best Practices:

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, like all of the Board committees, comprised solely of independent directors
✔	Aggressive yet achievable performance goals	✔	Balanced measures tied to Adjusted EBITDA, Company Net Promoter Score, Organic Daily Sales ~~growth~~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 a meaningful portion of long-term incentive pay ~~(increased from 25% to 33% of LTIP in 2021)~~	✔	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 limited to 250% and 150% of target, for Adjusted EBITDA and other metrics, respectively	✔	Meaningful stock ownership requirements for executives and non-employee directors

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	What We Do
	✔			Double-trigger change-in-control cash severance benefits and long-term incentive equity benefits			✔			~~Robust~~Broad clawback policy ~~for incentive compensation paid to our executive officers, including the~~with discretionary ability to clawback incentive-based compensation for fraud, misconduct or illegal activity, in addition to mandatory clawback of incentive-based compensation for financial restatements as required under applicable law and the NYSE listing standards

What We Don’t Do

Grant discounted stock options or reprice stock options without stockholder approval

Allow hedging, pledging or short sales

Gross up excise taxes that may become due upon a ~~change in control~~change-in-control

Guarantee incentive awards for executives

Provide incentives that encourage excessive risk-taking

Provide perquisites for executives

Grant “spring-loaded” equity awards to take advantage of information that may enhance their value to recipients

Supporting Associates

We believe our employees, referred to by us as our “associates,”are our greatest asset. The safety, health and wellness of our associates and their families is our top priority. The support that we offer to our associates is an important part of our Vision to be a great place to work and the employer of choice in the ~~Green Industry.~~green industry.

Diversity ~~Equity~~ and Inclusion

We believe in the power of teamwork and in creating a great place to work for all our associates, no matter their race, ~~color, national origin, genetic information, creed, sex,~~age, gender, sexual orientation ~~gender, gender identity, religion, age, veteran status, uniform service, pregnancy, disability~~ or ~~any other factor protected by applicable law.~~military status. At SiteOne, a culture in which all our associates are respected and valued is critical. Our diversity and inclusion ~~(“D&I”)~~ efforts focus on creating a work environment that is respectful and supportive of each of our associates and which places the team first. Our initiatives include the following:

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•

Metrics ~~in certain executive and associate short-term annual cash incentives~~ intended to increase ~~diversity.~~the Company’s diversity in certain field and field support associates’ short-term incentive bonus plans.

•

~~Supporting our~~ Associate Resource Groups (“ARGs”), which are voluntary, ~~employee-led~~associate-led groups tied to an aspect of diversity. Membership in each ARG is open to all SiteOne associates and diverse representation is encouraged. ARGs support business objectives, create diversity awareness and offer an avenue of development for associates. Our ARGs include the following:

◦

Black Resource Inclusion and Diversity Group for Excellence — BR1DGE provides a network for Black associates to be connected and supported, and to process and discuss life experiences in a safe space.

◦

INSP1RE — INSP1RE fosters an inclusive culture with a focus on our extended Asian community — South Asia, South-East Asia, East Asia, Asian Pacific Islander, Asian American and beyond, creating a platform for our teams to feel inspired, empowered, celebrated and supported.

◦

UN1DOS — UN1DOS attracts and retains engaged and diverse associates while enhancing SiteOne’s understanding of and relationships with Hispanic communities and customers.

◦

VETS1 — VETS1 fosters an environment of diverse and engaged associates while developing SiteOne’s understanding of and relationships with veteran associates, customers and communities.

◦

Women in the Green Growing — W1GG promotes an environment of diverse and engaged associates while advocating female growth within SiteOne and the green industry.

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•

The creation of a Diversity & Inclusion Council during 2020 that consists of ARG leaders, select operational and functional leaders, our Executive Vice President of Human Resources and our Chief Executive Officer. The Diversity & Inclusion Council assists executive leadership in the creation and execution of the Company’s inclusion strategy, including key action items and milestones.

•

Increasing our Spanish-speaking capabilities in our branches to better ~~serve~~meet the needs of our ~~customers and enhance our diversity,~~growing customer base, with the goal to employ at least one Spanish-speaking associate in each branch in the United States.

•

Partnering with Sigma Alpha, a professional agricultural sorority, to develop a pipeline of female talent. For the past five years, female associates of SiteOne have mentored over 100 students across the country, leading to hiring Sigma Alpha sisters in both our internship and entry level roles in both field operations and field support.

•

Other diversity and inclusion partnerships and initiatives, including Minorities in Agriculture, Natural Resources, and Related Sciences (“MANRRS”) sponsorship, high school recruiting programs, particularly with JR MANRRS, Historically Black Colleges and Universities and Hispanic Serving Institutions recruiting strategies and veteran programs like Hiring Our Heroes, which has resulted in 100% conversion from fellowships to full-time hires.

Associate Engagement

We administer associate engagement surveys ~~approximately every other year~~ to ~~evaluate our progress~~determine how we are doing in our ~~Vision~~mission to be the employer of choice in the ~~Green Industry.~~green industry. We review the survey results with all of our associates and seek their involvement in developing and executing action plans to continue our workplace improvements. We monitor associate satisfaction and aim to strengthen our pipeline of top talent by conducting talent reviews and succession planning for all critical roles in the organization. We identify, communicate, and utilize career development paths for key roles. This includes not only aan upward path up for associates, but exposure to parallel roles across the organization.

We engage an independent third party to implement our survey and compare our results against industry norms. For our ~~2021~~2023 engagement survey, we again experienced ~~record~~high levels of participation in our associate engagement survey with approximately 76% ~~(vs. 71% in 2019)~~ of our associates participating:

•

Overall favorable score of 8583 (out of 100), ~~reflecting an improvement from our “81”~~compared to a score of 85 in 2021 and 81 in 2019 and 8two points above ~~“Industry~~“U.S. Retail Norm” (average score of all other U.S. companies in similar industries who utilized the same third party for their surveys).

•

“Associate promoter score” of ~~87,~~88 (out of 100), which reflects if our associates consider SiteOne a “great place to ~~work.~~work,” compared to a score of 87 in 2021 and 89 in 2019.

•

~~Improvement~~At or above the majority of industry benchmarks in ~~13 of~~ the 15 categories that we measure, including a 9594 (out of 100) score in safety, 9391 (out of 100) score in empowerment and 9087 (out of 100) score in strategy and direction.

We continue to focus on leveraging this feedback to identify opportunities for enhancing our associate experience.

Associate Support Programs

We ~~anticipate launching~~offer a competitive benefits package with the goal of enabling our ~~next engagement survey~~associates to get the most out of work and life. Among our benefits, we offer a paid military leave benefit that provides additional resources to our full-time associates as they continue to serve our country. In addition, given the difficulties our associates experienced during the COVID-19 pandemic, we adjusted our PTO carry-over rule for 2021 and 2022 to allow associates to carry over additional hours into the following year. We also offer a paid parental leave benefit for our full-time associates to help parents during the early days of parenthood. The parental leave benefit provides time away from work within the ~~next 12 to 18 months.~~first year of the birth or adoption of a child with 100% of base pay.

~~New Associate Support Programs for 2022~~

In 2022, we ~~announced the launch of~~launched SiteOne CARES, a grant assistance program designed to help our associates cope with unexpected financial challenges arising from personal hardships. We made an initial contribution of $75,000 to the SiteOne ~~CARES~~Cares fund and ~~have also committed to matching~~matched 100% of every associate contribution ~~until an initial goal~~up to the first $25,000 associate

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donations. As of ~~an additional~~December 31, 2023, we reached over $40,000 in associate donations to the fund and assisted 34 associates in need. In 2024, we made another contribution of $75,000 to the SiteOne Cares fund, with a commitment to match the next $25,000 ~~is met.~~in associate donations.

WeIn 2022, we also created a new bonus program for our hourly associates. During 2023 and 2022, approximately 2,340 and 2,750 associates, respectively, received the bonus with payments totaling approximately $1.4 million and $2.2 million, respectively. This program ~~makes~~made all of our previously ineligible associates eligible to receive a bonus. ~~During 2022, there were approximately 2,750 associates who received the bonus for a total of $2.2 million in bonuses paid.~~ We continue to review our compensation and benefits program to ensure we offer a competitive total rewards package.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our stockholders will be asked to ~~elect William W. Douglas III~~re-elect Doug Black and ~~Jeri~~Jack L. ~~Isbell,~~Wyszomierski, both of whom are currently serving on the Board, and elect Judy Sansone, as Class III directors to each serve for a three-year term expiring at the ~~2026~~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:

Name			Position with SiteOne
~~William W. Douglas III~~Doug Black			Chairman and Chief Executive Officer
Judith (Judy) Sansone			Nominee for Director
~~Jeri~~Jack L. ~~Isbell~~Wyszomierski			Director

Our Board continually assesses and evaluates its composition, taking into account, among other things, the experience, skills, background and diversity of its members. At this time, the Board believes it is in the best interests of the Company and its stockholders to increase the size of the Board from seven directors to eight directors. Accordingly, the Nominating and Corporate Governance Committee has nominated Ms. Sansone as a Class II director to be elected by the Company’s stockholders at the Annual Meeting, whom we believe adds highly relevant skills and perspectives to our Board. Ms. Sansone was selected from a pool of diverse and highly experienced candidates following a thorough search process, which included recommendations from current directors and a third-party search firm.

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”.~~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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE FOR ELECTION AS A DIRECTOR.

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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 ~~28, 2023.~~26, 2024.

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Class III — Nominees for terms expiring in ~~2026~~

~~Name~~			~~Principal Occupation and Other Information~~
~~William (Bill) W. Douglas III~~			~~Age: 62~~ ~~Director Since: April 2016~~ ~~Committees: Audit (Chair)~~ ~~William (Bill) W. Douglas III~~ serves as our Lead Director and has been one of our directors since April 2016. In June 2016, Mr. Douglas retired as Executive Vice President of Coca-Cola Enterprises, Inc. (“CCE”). During Mr. Douglas’s tenure at CCE, it was one of the largest independent bottlers and distributors for The Coca-Cola Company and operated across the United States and Western Europe. Mr. Douglas served as Executive Vice President, Supply Chain at CCE until April 2015. Prior to that, he was Executive Vice President & Chief Financial Officer of CCE from May 2008 to November 2013, Senior Vice President and Chief Financial Officer of CCE from May 2005 to May 2008, and Vice President, Controller and Principal Accounting Officer from July 2004 until May 2005. Prior to joining CCE, Mr. Douglas served as Chief Financial Officer of Coca-Cola HBC, one of the largest bottlers of non-alcoholic beverages in Europe. He currently serves on the Board of Directors of Coca-Cola Hellenic. Mr. Douglas received a degree in Accounting from the J.M. Tull School of Accounting at the University of Georgia. Mr. Douglas’s extensive executive, financial reporting, mergers and acquisitions, and supply chain experience qualify him to serve on the Board.

~~Jeri L. Isbell~~			~~Age: 65~~ ~~Director Since: October 2016~~ ~~Committees: Human Resources & Compensation (Chair); Nominating & Corporate Governance~~ ~~Public Company Directorships: Atkore International Group Inc.~~ ~~Jeri L. Isbell~~ has served as one of our directors since October 2016. She was Vice President-Human Resources and Corporate Communications at Lexmark International, Inc., a leading developer, manufacturer, and supplier of printing, imaging, device management, managed print services, document workflow and business process, and content management solutions, a position she held from 2003 until her retirement in December 2016. During her 24-year tenure at Lexmark, she also held a number of leadership positions including Vice President of Compensation and Benefits, Vice President of Finance and Division Chief Financial Officer, and U.S. Controller. Ms. Isbell began her career at IBM. She currently serves as a member of the Board of Directors of Atkore International Group Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant. Ms. Isbell was honored with a NACD Directorship 100 designation in 2021, is also a NACD Board Leadership Fellow and is NACD Directorship Certified™~~. Ms. Isbell’s human resources and communications leadership positions provide the Board with insight into key issues and market practices in these areas for public companies.~~

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C~~lass~~ ~~II — Continuing directors whose terms expire in~~ ~~2024~~2027

Name			Principal Occupation and Other Information
Doug Black			Age: 5859 Director Since: April 2016 Committees: N/A Doug Black has served as SiteOne’s Chief Executive Officer since April 2014, and as the Chairman of the Board since June 2017. Prior to joining SiteOne, Mr. Black was President and Chief Operating Officer of Oldcastle Inc., an integrated building materials manufacturer and distributor and a wholly owned subsidiary of Irish-based CRH plc. During his 18-year career with Oldcastle, Mr. Black led the company’s entry into building products distribution and then held several senior leadership roles, including Chief Operating Officer and Chief Executive Officer of Oldcastle Architectural Products and Chief Operating Officer and Chief Executive Officer of Oldcastle Materials. Prior to Oldcastle, Mr. Black’s business career began at McKinsey & Company in 1992 where he led strategy, sales force effectiveness and plant improvement projects in the telecommunications, airline, lumber, paper and packaging industries. While serving as a U.S. Army Engineer Officer from 1986 to 1990, he completed construction projects in the Southeastern U.S., Central America and South America. Mr. Black earned an M.B.A. from Duke University’s Fuqua School of Business as a Fuqua Scholar and a B.S. in Mathematical Science/Civil Engineering from the U.S. Military Academy, West Point, where he was an AP all-American fullback and NCAA Scholar Athlete. Mr. Black’s intimate knowledge of our day-to-day operations as Chief Executive Officer, his prior role as a management consultant and his extensive experience working in our industry qualify him to serve on the Board.

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Name			Principal Occupation and Other Information
Judith (Judy) Sansone			Age: 63 Director Since: N/A Committees: N/A Judy Sansone was nominated by the Board in February 2024 for election at the Annual Meeting. From October 2020 to October 2023, Ms. Sansone served as the Executive Vice President and Chief Commercial Officer of Sysco Corporation, the largest global distributor of food and related products primarily to the foodservice or food-away-from-home industry, where she was responsible for, among other things, commercial strategy and growth, merchandising and digital development. Ms. Sansone currently serves as an Advisor for Sysco. From May 2020 to October 2020, Ms. Sansone was the owner of Consultgenix, LLC, a business consultancy firm. Prior to that, Ms. Sansone spent over forty years at CVS Health Corporation, where she held a number of executive roles, including serving as SVP, Front Store Business & Chief Merchant from September 2011 to May 2020. She holds an associate degree from Holyoke Community College. Ms. Sansone’s extensive business-to-business and business-to-consumer marketing, merchandising and ecommerce experience qualifies her to serve on our Board.

Jack L. Wyszomierski			Age: 6768 Director Since: April 2016 Committees: Audit; Nominating & Corporate Governance (Chair) Public Company Directorships: Athersys, Inc., Exelixis, Inc. and Xoma Corp. Jack L. Wyszomierski has served as one of our directors since April 2016. From June 2004 to June 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski currently serves on the Board of Directors of Athersys, Inc., Exelixis, Inc. and Xoma Corp. He previously served on the Board of Directors of Unigene Laboratories, Inc. He holds an M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. Mr. Wyszomierski’s extensive executive, financial reporting and accounting experience, and his service as a director and audit committee member of other public companies, qualify him to serve on the Board.

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Class III — Continuing directors whose terms expire in 2025

Name			Principal Occupation and Other Information
Fred M. Diaz			Age: 5758 Director Since: August 2017 Committees: Audit; Human Resources & Compensation Public Company Directorships: Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation Fred M. Diaz has served as one of our directors since August 2017. From April 2018 to March 2020, Mr. Diaz served as President, Chief Executive Officer and Chairman of the Board of Mitsubishi Motors North America, Inc. He previously served in executive management roles at Nissan, most recently as Division Vice President and General Manager, North America, Trucks and Commercial Vehicles, of Nissan North America, Inc. Prior to that, Mr. Diaz served as Senior Vice President, Sales, Marketing and Operations, of Nissan USA. Before joining Nissan in 2013, Mr. Diaz spent 24 years at Chrysler Corporation, where he held a number of executive management roles, including President and Chief Executive Officer of Chrysler’s Ram Truck brand and President and Chief Executive Officer, Chrysler de Mexico and Latin America. He currently serves as a member of the Board of Directors of Archer Aviation Inc., Smith & Wesson Brands, Inc. and Valero Energy Corporation. He is also a ~~NACD~~National Association of Corporate Directors (“NACD”) Board Leadership Fellow. Mr. Diaz is a graduate of Texas Lutheran University and holds an M.B.A. from Central Michigan University. Mr. Diaz’s extensive experience in sales, operations, marketing and management qualify him to serve on the Board.

W. Roy Dunbar			Age: 6162 Director Since: March 2017 Committees: Human Resources & Compensation Public Company Directorships: McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation W. Roy Dunbar has served as one of our directors since March 2017. He was Chairman of the Board of Network Solutions, a technology company and web service provider, and was the Chief Executive Officer from January 2008 until October 2009. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. He currently serves on the Board of Directors of McKesson Corporation, Johnson Controls International PLC and Duke Energy Corporation and previously served on the boards of Humana Inc., Lexmark International and iGate. Mr. Dunbar was named to NACD Directorship 100 in 2015 and is a NACD Board Leadership Fellow. He is a graduate of Manchester University in the United Kingdom and holds an M.B.A. from Manchester Business School. Mr. Dunbar’s strong leadership skills, service as a director and compensation committee member of other public companies and deep experience across a number of functional disciplines, including the application of information technology across different business sectors, qualify him to serve on the Board.

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Name			Principal Occupation and Other Information
Larisa J. Drake			Age: 5152 Director Since: May 2019 Committees: Nominating & Corporate Governance Larisa J. Drake has served as one of our directors since May 2019. Ms. Drake is currently Executive Vice President and Chief Marketing Officer at Equity LifeStyle Properties, a publicly traded real estate investment trust that owns and operates over ~~400~~450 communities in North America. Ms. Drake has held positions of increasing responsibility in marketing and sales since joining Equity LifeStyle Properties in 2013. Prior to that, Ms. Drake was an officer at Discover Financial Services where she led marketing initiatives over the course of 14 years for Discover Card, the third largest credit card brand in the United States. Before joining Discover, Ms. Drake was part of the advertising agency, Leo Burnett. She holds a B.S. in Communication Studies from Northwestern University; an M.L.A. from The University of Chicago; and an M.B.A. from the Kellogg School of Management. Ms. Drake’s expertise in delivering business results by leveraging both traditional and technology-driven marketing strategies qualify her to serve on our Board.

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Class I — Continuing directors whose terms expire in 2026

Name			Principal Occupation and Other Information
William (Bill) W. Douglas III			Age: 63 Director Since: April 2016 Committees: Audit (Chair) Public Company Directorships: Coca-Cola Hellenic (listed on the London Stock Exchange and the Athens Stock Exchange) William (Bill) W. Douglas III serves as our Lead Director and has been one of our directors since April 2016. In June 2016, Mr. Douglas retired as Executive Vice President of Coca-Cola Enterprises, Inc. (“CCE”). During Mr. Douglas’s tenure at CCE, it was one of the largest independent bottlers and distributors for The Coca-Cola Company and operated across the United States and Western Europe. Mr. Douglas served as Executive Vice President, Supply Chain at CCE until April 2015. Prior to that, he was Executive Vice President & Chief Financial Officer of CCE from May 2008 to November 2013, Senior Vice President and Chief Financial Officer of CCE from May 2005 to May 2008, and Vice President, Controller and Principal Accounting Officer from July 2004 until May 2005. Prior to joining CCE, Mr. Douglas served as Chief Financial Officer of Coca-Cola HBC, one of the largest bottlers of non-alcoholic beverages in Europe. He currently serves on the Board of Directors of Coca-Cola Hellenic, which is listed on the London Stock Exchange and the Athens Stock Exchange. Mr. Douglas received a degree in Accounting from the J.M. Tull School of Accounting at the University of Georgia. Mr. Douglas’s extensive executive, financial reporting, mergers and acquisitions, and supply chain experience qualify him to serve on the Board.

Jeri L. Isbell			Age: 66 Director Since: October 2016 Committees: Human Resources & Compensation (Chair); Nominating & Corporate Governance Public Company Directorships: Atkore Inc. Jeri L. Isbell has served as one of our directors since October 2016. She was Vice President-Human Resources and Corporate Communications at Lexmark International, Inc., a leading developer, manufacturer, and supplier of printing, imaging, device management, managed print services, document workflow and business process, and content management solutions, a position she held from 2003 until her retirement in December 2016. During her 24-year tenure at Lexmark, she also held a number of leadership positions including Vice President of Compensation and Benefits, Vice President of Finance and Division Chief Financial Officer, and U.S. Controller. Ms. Isbell began her career at IBM. She currently serves as a member of the Board of Directors of Atkore Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant. Ms. Isbell was honored with a NACD Directorship 100 designation in 2021, is also a NACD Board Leadership Fellow and is NACD Directorship Certified™. Ms. Isbell’s human resources and communications leadership positions provide the Board with insight into key issues and market practices in these areas for public companies.

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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, ~~ESG~~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 ~~ESG Report, which details our ESG initiatives and progress.~~IMPACT Report.

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

Board Structure

The Board currently consists of seven directors and, upon the election of Ms. Sansone to the Board by stockholders at the Annual Meeting, will be increased to consist of eight directors. Our Charter provides for a classified board of directors, with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors of the directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting held in the third year following the year of their election. We currently have two directors in each of Classes I and II (with an additional director, Ms. Sansone, nominated to serve in Class II), and three directors in Class III. The terms of the directors in Classes IIIII and ~~III~~I expire at the annual meetings in ~~2024~~2025 and ~~2025,~~2026, respectively. Our stockholders are being asked to elect our Class III directors to serve for a three-year term expiring at the ~~2026~~2027 Annual Meeting of Stockholders. We believe that our classified board structure provides protection against opportunistic attempts to control or influence the Company, including those that advance short-term agendas which could deprive our stockholders of long-term value. During our stockholder outreach programs conducted in each of the last ~~five~~six years, our stockholders have generally found our classified board structure to be acceptable. Accordingly, while we do not intend to maintain a classified board structure in perpetuity, we believe our classified board structure remains the appropriate structure at this point in time due to the specific circumstances ~~describe~~described above.

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

Director Qualifications and Selection of Nominees

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

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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

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

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: Briley Brisendine, Secretary. Submissions should describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable director nominee. Our By-laws set forth the requirements for direct nomination by a stockholder of persons for election to the Board. These requirements are described under “General Information — Stockholder Proposals and Nominations for Director at the ~~2024~~2025 Annual Meeting” on page 62.~~59.~~

Director and Nominee Skills Matrix

Doug Black
(Chairman)

Bill Douglas
(Lead Director)

Fred
Diaz

Larisa
Drake

Roy
Dunbar

Jeri
Isbell

Judy
Sansone

Jack
Wyszomierski

Retail

✓

Finance/Former CFO

✓

Marketing & Branding

✓

Manufacturing

✓

Wholesale Distribution

✓

CEO/Former CEO

✓

eCommerce/Technology

✓

Construction/Building Products

✓

Human Resources

✓

Director and Nominee Diversity Matrix

Doug Black
(Chairman)

Bill Douglas
(Lead Director)

Fred
Diaz

Larisa
Drake

Roy
Dunbar

Jeri
Isbell

Judy
Sansone

Jack
Wyszomierski

Racial/Ethnic Diversity

Black/African American

✓

Hispanic

✓

White

✓

Gender

Female

✓

Male

✓

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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 ~~Isbell~~Sansone are “independent” as defined under ~~New York Stock Exchange (“NYSE”)~~NYSE listing standards. This means that none of those independent directors and nominees has any direct or indirect material relationship with the Company and its management, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.

Board Leadership Structure

The Board is led by our 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 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 board room experience, leadership qualities and ability to facilitate meaningful discussion by encouraging participation, soliciting feedback, ensuring all viewpoints are heard and considered and building consensus among the group.

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

Meetings of the Board and Attendance at the Annual Meeting

The Board held four meetings during the ~~2022~~2023 Fiscal Year, ~~all~~three of which were held in person. Each of our current directors attended all of the meetings of the Board and any committees of which he or she was a member held during the ~~2022~~2023 Fiscal Year. Directors are ~~encouraged~~expected to attend our annual meetings, and all of our directors attended our ~~2022~~2023 Annual Meeting of Stockholders.

Executive Sessions

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

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available on our website at 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

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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.

EC~~nvironmental~~orporate Responsibility and S~~ocial~~takeholder RI~~esponsibility~~mpact

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 ~~ESG~~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 Report in October 2023, which details our programs and progress across a number of important corporate responsibility topics. Our IMPACT Report follows the recommendations of the SASB and TCFD frameworks and 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 Report disclosures. We will continue to dedicate resources to measuring, reporting on, and improving our sustainability efforts in the coming years. Our IMPACT Report, 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.

In 2022, we formed our Stakeholder Impact Committee, which assists the Nominating and Corporate Governance Committee and our executive leadership team in (a) setting general strategy related to human capital management and sustainability, (b) developing, implementing, and monitoring initiatives and policies based on that strategy, (c) overseeing communications with SiteOne stakeholders, including associates, customers, suppliers, stockholders and the community with respect to human capital management and sustainability, and (d) monitoring and assessing developments related to, and improving SiteOne’s understanding of sustainability. The Stakeholder Impact Committee held four meetings during the 2023 Fiscal Year.

Our Board, specifically the Nominating and Corporate Governance Committee, oversees our environmental stewardship and corporate responsibility initiatives, including policies and operational controls of environmental, health and safety, social risks, and climate-related risks and opportunities, and is committed to supporting our efforts to operate as a good neighbor in our communities.

~~During~~ In May 2021, the ~~2022 Fiscal Year, we also formed our ESG Steering Committee, which assists~~Board adopted revisions to the Nominating and Corporate Governance Committee’s charter to memorialize the committee’s responsibility for oversight of the Company’s environmental stewardship and corporate responsibility matters, including climate-related risks and opportunities. Additionally, the Audit Committee of the Board oversees the annual enterprise risk management (“ERM”) process which includes the oversight of risk mitigation controls and our executive leadership team in (a) setting general strategy related to ESG, (b) developing, implementing, and monitoring initiatives and policies based on that strategy, (c) overseeing communications with SiteOne stakeholders, including associates, customers, suppliers, stockholdersprocedures for the material risks identified by the Company. In 2023, the Audit Committee’s ERM process included the assessment of potential climate-related risks, key mitigation efforts and the ~~community with respect to ESG, and (d) monitoring and assessing developments related to, and improving SiteOne’s understanding~~Company’s current level of ~~ESG.~~risk.

We believe it is important to provide our stockholders with important information about our ESG-related governance performance. As part of this commitment to transparency, we published our annual ESG Report in October 2022, which details our programs and progress across a number of important human capital and sustainability topics. Our ESG Report follows the SASB and TCFD frameworks and includes the disclosure of quantitative ESG metrics relevant to our business and industry. In addition, we have incorporated feedback from our stockholder outreach program to enhance our ESG disclosures. We will continue to dedicate resources to measuring, reporting on, and improving our sustainability efforts in the coming years.

~~Our ESG Report, 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/ESG~~.

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 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 ~~ESG~~IMPACT Report, available at our website atwww.siteone.com/~~ESG~~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.

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The following table shows the current members of each committee, as well as the number of meetings held during the ~~2022~~2023 Fiscal Year. At this time, the Board does not expect any changes to the composition of the committees ~~for the 2023 Fiscal Year.~~in 2024.

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Director	Audit	Human Resources and Compensation	Nominating and Corporate Governance
William (Bill) W. Douglas III	✓*
Fred M. Diaz	✓	✓
Larisa J. Drake			✓
W. Roy Dunbar		✓
Jeri L. Isbell		✓*	✓
Jack L. Wyszomierski	✓		✓*
Number of Meetings	8	5	4

✓= 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~~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 Audit Committee. At present, Messrs. Douglas and Diaz do not sit on more than two other audit committees of public companies. Mr. Wyszomierski currently serves on three other audit committees of public companies. However, both the Board and the Nominating and Corporate Governance Committee reviewed Mr. Wyszomierski’s service on other boards and determined that such simultaneous service will not impair his ability to serve on the Company’s Audit Committee and that the Audit Committee ~~will benefit~~benefits from Mr. Wyszomierski’s service on other audit committees and experience as a chief financial officer.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our Company and its subsidiaries (including the CEO), establishing the general compensation policies of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the associate benefits plans of our Company and its subsidiaries. The Human Resources and Compensation Committee also periodically reviews management development, diversity and succession plans. In May 2019, the Board adopted revisions to the committee’s charter, which memorialized the committee’s responsibility for oversight of the Company’s human capital metrics including diversity, pay equity, promotions, turnover and other metrics. The Board adopted further revisions to the committee’s charter in

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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~~corporate-governance/governance-documents.

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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 ~~2022~~2023 Fiscal Year, the Human Resources and Compensation Committee engaged ~~Frederic W.~~FW Cook ~~& Co. (“FW Cook”)~~ to advise it on executive compensation program design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the NEOs and 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 ~~ESG~~human capital management and sustainability issues. In May 2021, the Board adopted revisions to the committee’s charter, which memorialized the committee’s responsibility for oversight of the Company’s ~~ESG matters.~~sustainability matters, including climate-related risks and opportunities. The charter of the Nominating and Corporate Governance Committee is available on our website at investors.siteone.com/~~corporate-governance.~~corporate-governance/governance-documents.

The current members of the Nominating and Corporate Governance Committee are Mr. Wyszomierski (Chair) and Mses. Drake and Isbell. The Board has determined that Mr. Wyszomierski and Mses. Drake and Isbell are independent directors.

Communications with the Board

Any stockholder or interested party who wishes to communicate with the Board as a whole, any of its committees, the independent directors, or any individual member of the Board or any committee of the Board may write to or email the Company at SiteOne Landscape Supply, Inc., 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076, Attention: Briley Brisendine, Secretary, or boardofdirectors@siteone.com.

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

Whistleblower Procedure

In addition to our Business Code of Conduct and Ethics described above, the Audit Committee has established a separate whistleblower procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by associates of the Company of concerns regarding questionable accounting or auditing matters. These submissions, if any, are reviewed at least quarterly by the Audit Committee.

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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

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committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. The full Board has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, ~~including policies and procedures for assessing and managing risk, as well as~~ oversight of ~~compliance related to~~ legal and regulatory ~~exposure~~compliance and ~~cybersecurity.~~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 ~~2023,~~2024, the Human Resources and Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Human Resources and Compensation Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking. Additionally, the incentive compensation program uses multiple performance metrics tied to growth, profitability, asset efficiency and strategic priorities, as well as absolute stock price appreciation, to encourage a balanced focus. Finally, meaningful risk mitigators are in place, including stock ownership guidelines and retention ratio, clawback provisions (including the ability to recoup compensation for fraud, misconduct, or illegal activity), anti-hedging and pledging policies and independent Human Resources and Compensation Committee oversight.

Stock Ownership and Retention Guidelines

In order to further align the long-term interests of Company leaders with the interests of our stockholders, the Company has established stock ownership and retention guidelines for our CEO and 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 ~~executive officers~~senior leadership team who ~~report~~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 4145 and under “Director Compensation — Non-Employee Director Stock Ownership and Retention Guidelines” on page 53.56. Currently, each non-employee director ~~is in compliance~~complies with the Non-Employee Director Stock Ownership and Retention Guidelines, and our CEO and each Covered Executive ~~is in compliance~~complies 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.

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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,

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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 5861 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 CEO. The Board oversees management’s succession plan for key positions at the senior officer level. Our Corporate Governance Guidelines require that each year the CEO reports to the Board on succession planning, including the principles and process for chief executive officer selection and performance review, as well as plans regarding succession in the case of an emergency or the retirement of the CEO. The Human Resources and Compensation Committee, with the full Board in attendance, also reviews succession planning and talent development of our leadership team at each of its meetings. The Nominating and Corporate Governance Committee 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.

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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.

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Compensation Clawback P~~olicy~~

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 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, to the extent such executive compensation was granted after May 17, 2016.~~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, awards granted under our 2016 Omnibus Equity Incentive Plan or our 2020 Omnibus Equity Incentive Plan are subject to any generally applicable clawback policy adopted by any committee of the Board designated to administer the respective plans, the Board or the Company that is communicated to plan participants or any such clawback policy adopted to comply with applicable law.

In addition, the ~~U.S. Securities and Exchange Commission (“SEC”)~~Board has adopted new clawback rules in October 2022, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). We expect NYSE to implement these new clawback rules in 2023. Once implemented, we intend to make any necessary changes to oura clawback policy (the “Clawback Policy”) in order to comply with applicable ~~law~~laws and NYSE listing ~~requirements.~~standards that requires 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 March ~~28, 2023.~~26, 2024.

Name	Age	Present Positions	First Became an Executive Officer	Age	Present Positions	First Became an Executive Officer
Doug Black	58	Chief Executive Officer, Chairman	2014	59	Chief Executive Officer, Chairman	2014
John Guthrie	57	Executive Vice President, Chief Financial Officer and Assistant Secretary	2001	58	Executive Vice President, Chief Financial Officer and Assistant Secretary	2001
Briley Brisendine	52	Executive Vice President, General Counsel and Secretary	2015	53	Executive Vice President, General Counsel and Secretary	2015
Scott Salmon	55	Executive Vice President, Strategy and Development	2019	56	Executive Vice President, Strategy and Development	2019
Joseph Ketter	54	Executive Vice President, Human Resources	2015	55	Executive Vice President, Human Resources	2015
Shannon Versaggi				45	Senior Vice President, Marketing, Category Management and Pricing	2023

Doug Black has served as SiteOne’s CEO since April 2014. Prior to joining SiteOne, Mr. Black was President and Chief Operating Officer of Oldcastle Inc., an integrated building materials manufacturer and distributor and a wholly owned subsidiary of Irish-based CRH plc. During his 18-year career with Oldcastle, Mr. Black led the company’s entry into building products distribution and then held several senior leadership roles, including Chief Operating Officer and CEO of Oldcastle Architectural Products and Chief Operating Officer and CEO of Oldcastle Materials. Prior to Oldcastle, Mr. Black’s business career began at McKinsey & Company in 1992 where he led strategy, sales force effectiveness and plant improvement projects in the telecommunications, airline, lumber, paper and packaging industries. While serving as a U.S. Army Engineer Officer from 1986 to 1990, he completed construction projects in the Southeastern U.S., Central America and South America. Mr. Black earned an M.B.A. from Duke University’s Fuqua School of Business as a Fuqua Scholar and a B.S. in Mathematical Science/Civil Engineering from the U.S. Military Academy, West Point, where he was an AP All-American fullback and NCAA Scholar Athlete.

John Guthrie serves as SiteOne’s Executive Vice President, Chief Financial Officer and Assistant Secretary. Mr. Guthrie joined SiteOne as head of finance shortly after it was formed in 2001 and has been instrumental in helping SiteOne build its market leading position. In addition to his financial leadership role, Mr. Guthrie has also been responsible for Human Resources, Procurement, IT and Region Management. Mr. Guthrie joined SiteOne from Deere & Company where he held various positions in finance. Mr. Guthrie has also held positions in engineering and manufacturing at Commonwealth Edison and Turtle Wax. Mr. Guthrie earned a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from the University of Chicago.

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

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

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

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SiteOne, Mr. Ketter served as the Executive Vice President of Human Resources for Graham Packaging, where he

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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 Senior Vice President Marketing, Category Management and Pricing since January 2023. Previously, Ms. Versaggi served as SiteOne’s Senior Vice President and Chief Marketing Officer. 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: APPROVAL OF AMENDMENT TO THE COMPANY’S CHARTER
TO LIMIT THE LIABILITY OF CERTAIN OFFICERS

Background of Proposal

The Board has unanimously adopted a resolution to amend and restate our Third Amended and Restated Certificate of Incorporation (the “Charter”), subject to stockholder approval, to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care. Our Charter currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the General Corporation Laws of Delaware (“DCGL”). Effective August 1, 2022, Section 102(b)(7) of the DCGL was amended to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of their duty of care in certain limited circumstances (the “Section 102(b)(7) Amendment”).

If stockholders approve this proposal at the Annual Meeting, the Company will file a Fourth Amended and Restated Certificate of Incorporation (the “Amended Charter”) in the form attached hereto as Appendix B (marked to show the proposed modifications). In accordance with the DGCL, however, our Board may elect to abandon the Amended Charter without further action by the stockholders at any time prior to the effectiveness of the filing of the Amended Charter with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the Amendment.

Rationale for the Proposed Amended Charter

As part of its annual review of our corporate governance standards and practices, the Board considered the benefits and challenges of eliminating our officers’ personal liability under certain specified circumstances as permitted by the Section 102(b)(7) Amendment. Delaware law has long permitted Delaware corporations to protect directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. However, the nature and role of corporate officers often requires them to make crucial decisions in response to time-sensitive matters, which can create significant risk of investigations, claims or actions seeking to impose liability on them in hindsight, regardless of merit. Consequently, stockholder plaintiffs routinely bring claims against officers that would otherwise be dismissed if brought against directors. The Section 102(b)(7) Amendment was adopted to address the inconsistent treatment between officers and directors and curtails rising litigation and insurance costs for stockholders.

As is currently the case with directors under our Charter, the Amended Charter would not protect officers from personal liability for monetary damages for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would the Amended Charter protect such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. The Board believes it is appropriate to provide this protection to officers to the fullest extent permitted by law in order to continue to attract and retain top talent. This protection has long been afforded to directors, and accordingly, the Board believes that this proposal provides consistency and is in the best interests of the Company and its stockholders.

Required Vote

The affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of common stock then entitled to vote at the Annual Meeting is required to adopt this proposal pursuant to our Charter. Broker non-votes and shares that are voted “abstain” are treated as the same as voting “against” this proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDED CHARTER.

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PROPOSAL 3: RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP (“Deloitte”) audited our consolidated financial statements for the ~~2022~~2023 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 ~~year ending December 31, 2023 (the “2023~~2024 Fiscal ~~Year”).~~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 ~~2023~~2024 Fiscal Year. Consequently, the Audit Committee has appointed Deloitte as the Company’s independent registered public accounting firm for the ~~2023~~2024 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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE ~~2023~~2024 FISCAL YEAR.

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Audit Committee Matters

Fees Paid to Deloitte

The following table presents, for the ~~2022~~2023 Fiscal Year and the ~~2021~~2022 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.

	2022			2021			2023			2022
Audit fees(1)		$	1,555,000		$	1,475,000		$	1,680,000		$	1,555,000
Audit-related fees(2)			94,000			63,000			92,000			94,000
All other fees(3)			3,790			3,790			28,790			3,790
Total Fees		$	1,652,790		$	1,541,790		$	1,800,790		$	1,652,790

(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 ~~2022~~2023 Fiscal Year and ~~2021~~2022 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 ~~2022~~2023 Fiscal Year and the ~~2021~~2022 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 ~~2022~~2023 Fiscal Year:

•

reviewed and discussed with management and Deloitte the Company’s consolidated financial statements for the ~~2022~~2023 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 ~~2022~~2023 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 3:4: 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. 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 93% “say on pay” support at last year’s ~~2022~~2023 Annual Meeting of Stockholders.

The Board and Human Resources and Compensation Committee are dedicated to ensuring that our executive officers beare compensated competitively with the market and consistently with our business strategy, sound corporate governance principles and stockholder interests and concerns. To do so, the Human Resources and Compensation Committee uses a combination of short- and long-term incentive compensation, including performance-based awards, to motivate and reward executives who ~~have the ability to~~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 ~~2023~~2024 Annual Meeting of Stockholders.”

As you consider this ~~Proposal 3,~~proposal, we urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement on page 3134 for additional details on our executive compensation, including the more detailed information regarding our compensation philosophy and objectives.

As an advisory vote, ~~Proposal 3~~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.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.

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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY
VOTE TO APPROVE EXECUTIVE COMPENSATION

In addition to the advisory “say on pay” vote to approve executive compensation set forth in Proposal 3, under the Dodd-Frank Act and Section 14A of the Exchange Act, stockholders are also entitled, at least once every six years, to indicate on an advisory basis their preference regarding how frequently we should solicit advisory “say on pay” votes to approve executive compensation. This non-binding advisory vote is commonly referred to as a “say on frequency” vote. By voting on this Proposal 4, stockholders may indicate whether the advisory “say on pay” vote should occur every year, every two years or every three years or they may abstain from voting. Although the vote is advisory and is not binding, the Board will take into account the outcome of the vote when considering the frequency of future advisory votes to approve executive compensation.

After careful consideration and consistent with the Board’s recommendation with respect to our stockholders’ last “say on frequency” vote in 2017, the Board believes that an advisory vote on executive compensation that occurs EVERY YEAR is the most appropriate alternative for our Company. An annual vote cycle gives the Human Resources and Compensation Committee frequent information about our stockholders’ sentiments so that the Human Resources and Compensation Committee can take any action to implement necessary changes to our executive compensation policies and procedures.

Please note that this proposal does not provide stockholders with the opportunity to vote “for” or “against” the Board’s recommendation or any particular resolution. Rather, it permits stockholders to indicate how often they would like us to include a stockholder advisory vote on the compensation of our executives on the agenda for future annual meetings of stockholders. Notwithstanding the Board’s recommendation and the outcome of the vote, the Board may decide in the future that it is in the best interest of our stockholders and the Company to conduct “say on pay” votes on a less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

~~Required Vote~~

The advisory vote on the frequency of our “say on pay” advisory vote will be determined by the affirmative vote of the holders of a majority of the shares present, either in person or by proxy, at the Annual Meeting, meaning that the option (every year, every two years or every three years) receiving the majority of affirmative votes will be determined to be the preferred frequency. If none of the three options receives a majority of affirmative votes, none of the three options will be determined to be the preferred frequency, although the Board may consider the voting results when it establishes the frequency of future “say on pay” proposals.

~~Recommendation of the Board~~

~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR A FREQUENCY OF “EVERY YEAR” FOR FUTURE ADVISORY “SAY ON PAY” VOTES TO APPROVE EXECUTIVE COMPENSATION.~~

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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 ~~2022~~2023 Fiscal Year. Our NEOs for the ~~2022~~2023 Fiscal Year were:

•

Doug Black, Chief Executive Officer

•

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

•

Briley Brisendine, Executive Vice President, General Counsel and Secretary

•

Scott Salmon, Executive Vice President, Strategy and Development

•

Joseph Ketter, Executive Vice President, Human Resources

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 ~~2022~~2023 Annual Meeting of Stockholders, our executive compensation program received strong stockholder support, with more than 93% 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 2023 Executive Compensation Program

Pay Element

Base Salary

Short-Term
Incentive

Performance Stock
Units

Restricted Stock
Units

Stock Options

Who Receives

All Executive Officers

When Granted

Annually

Form of Delivery

Cash

Equity

Performance Period

None

1 Year

3 Year

Vest Over 4 Years

Vest Over 4 Years, 10-year maximum term

2023 Performance Metrics

None

Adjusted EBITDA, NPS, Organic Daily Sales Growth, individual strategic performance

Relative earnings growth, ROIC, stock price

Stock price

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Summary of 2023 NEO Target Total Direct Compensation ~~Best Practices~~

~~What We Do~~

				Target STI								Target Total Direct Compensation
NEO	Base Salary			% Salary		$ Amount			Target LTI			Target Total Direct Compensation
Doug Black		$	925,000		125%		$	1,156,250		$	3,600,000		$	5,681,250
John Guthrie		$	525,000		60%		$	315,000		$	750,000		$	1,590,000
Briley Brisendine		$	490,000		60%		$	294,000		$	750,000		$	1,534,000
Scott Salmon		$	440,000		60%		$	264,000		$	650,000		$	1,354,000
Joseph Ketter		$	385,000		60%		$	231,000		$	600,000		$	1,216,000

✔Chief Executive Officer Pay Mix 2023	~~Strong emphasis on performance-based compensation, with a significant portion of NEOs’ overall compensation tied to Company performance~~	✔	~~Human Resources and Compensation Committee, like all of the Board committees, comprised solely of independent directors~~
✔	~~Aggressive yet achievable performance goals~~	✔	Balanced measures tied to Adjusted EBITDA, Company Net Promoter Score, Organic Daily Sales growth and individual strategic performance in the annual incentive plan and relative earnings and ROIC in the PSU awards
✔	Other NEOs Pay Mix ~~of short-term and long-term incentives, with performance awards representing a meaningful portion of long-term incentive pay (increased from 25% to 33% of LTIP in 2021)~~	✔	~~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 limited to 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 and long-term incentive equity benefits~~	✔	~~Robust clawback policy for incentive compensation paid to our executive officers including the ability to clawback for fraud, misconduct, or illegal activity~~

~~What We Don’t Do~~

				~~Grant discounted stock options or reprice awards without stockholder approval~~						~~Allow hedging, pledging or short sales~~2023
				~~Gross up excise taxes that may become due upon a change in control~~

2024 Incentive Plan Design Changes

For the 2024 Fiscal Year, the Human Resources and Compensation Committee approved changes to the award mix for our NEOs under the LTIP, which will consist of 50% RSUs and 50% PSUs. We believe this update to the award mix under our LTIP further demonstrates our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. The Human Resources and Compensation Committee retained the existing vesting and performance conditions for the RSUs and PSUs.

For the 2024 Fiscal Year, the Human Resources and Compensation Committee also approved modest changes to the customer-centric metric in our Short-Term Annual Incentive Plan. We retained the use of Company Net Promoter Score (“Company NPS”) and added metrics related to customer retention and per-customer value. We believe these updates capture a broader view of our customer relationships with a goal of maintaining our strong reputation, and retaining and deepening our relationships with our existing customers. The Human Resources and Compensation Committee retained the other metrics and weightings for the balance of our Short-Term Annual Incentive Plan.

2023 Business Highlights

Net Sales		~~Guarantee incentive awards for executives~~$4.30 billion, up 7% from 2022
Customer Net Promoter Score	~~Provide incentives that encourage excessive risk-taking~~		~~Provide perquisites for executives~~84.9, up from 78.9 in 2022
Safety – Lost Time Incident Rate	~~Grant “spring-loaded” equity awards to take advantage of information that may enhance their value to recipients~~0.21, down 49% from 2022
Safety – Recordable Incident Rate	1.48, down 17% from 2022
2023 Associate Engagement Survey Promotor Score	88,up from 87 in 2021
Acquisitions	11 completed, with approximately $320 million in trailing twelve months net sales

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2023 Compensation Highlights

2023 Base Salaries

For 2023, the Human Resources and Compensation Committee approved salary increases for our NEOs ranging from 4.1% to 5.7% based on external factors, including competitive market data, retention considerations and internal factors such as personal performance, experience, and the significance of the role to the Company. Adjustments generally positioned our NEOs near the 50th percentile of market.

2023 Bonus Payments

Our NEOs earned bonuses ranging from 70% to 78% of the target award. Our 2023 annual cash bonus plan included three financial metrics: Adjusted EBITDA (weighted 70%), Company NPS (weighted 5%), Organic Daily Sales Growth (weighted 5%), as well as individual strategic goals (weighted 20%, with 2-3 goals per NEO). Each metric provided for a maximum payout of 250% (EBITDA) or 150% (All Other) of target, a target payout of 100%, and a threshold payout of 50% of target, with zero payout for performance below the threshold level. We achieved above threshold performance for Adjusted EBITDA and Organic Daily Sales Growth, near maximum for Company NPS, and between target and maximum for individual strategic goals.

2021 Performance Stock Unit Award Payouts

In early 2021, PSUs were granted contingent on three-year performance based on our earnings before taxes and amortization (“EBTA”) growth relative to a performance peer group, modified by our return on invested capital (“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 2024 after it can assess our performance versus the peer group, which includes our then-current compensation peer group plus other best-in-class distributors viewed as having comparable business models.

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 ~~2022~~2023 Fiscal Year, the Human Resources and Compensation Committee engaged FW Cook as anits 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.

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Industry Peer Group

To assist in evaluating our compensation program for ~~2022,~~2023, in August ~~2021,~~2022, 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 has a similar business model. At that time, the Human Resources and Compensation Committee approved the removal of ~~BMC Stock Holdings~~DXP Enterprises, Inc. and ~~Foundation Building Materials~~H&E Equipment Services, Inc. (as both ~~had been acquired)~~were considered less relevant as peers considering their smaller size relative to SiteOne and the ~~addition of Fastenal Company and MRC Global,~~other peer companies) to maintain a robust sample size and position the Company within a reasonable range of median in various measures of company size. The ~~17-company~~

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15-company peer group approved and used by the Human Resources and Compensation Committee in evaluating ~~2022~~2023 target pay decisions is outlined below.

	Advanced Drainage Systems, Inc. (NYSE: WMS)			~~Installed Building Products,~~MRC Global Inc. (NYSE: MRC)
	Applied Industrial Technologies, Inc.			~~MRC Global Inc.~~
	~~Beacon Roofing Supply, Inc.~~ (NYSE: AIT)			MSC Industrial Direct Co., Inc. (NYSE: MSM)
	~~Central Garden & Pet Company~~Beacon Roofing Supply, Inc. (NASDAQ: BECN)			Pool Corporation (NYSE: POOL)
	~~DXP Enterprises, Inc.~~Central Garden & Pet Company (NASDAQ: CENTA)			Summit Materials, Inc. (NYSE: SUM)
	Eagle Materials Inc. (NYSE: EXP)			The Scotts Miracle-Gro Company (NYSE: SMG)
	Fastenal Company (NASDAQ: FAST)			TopBuild Corp. (NYSE: BLD)
	GMS Inc. (NYSE: GMS)			Watsco, Inc. (NYSE: WSO)
	~~H&E Equipment Services,~~Installed Building Products, Inc. (NYSE: IBP)

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 total compensation for our executives at approximately the 50th percentile of our peer group, with flexibility to position an individual executive above or below the 5050thpercentile 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 ~~may provide~~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”~~“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, Company ~~Net Promoter Score (“NPS”),~~NPS, Organic Daily Sales ~~growth~~Growth and other individualized strategic performance targets. 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 ~~2022~~

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2023 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.~~data compiled by FW Cook.

Pay Component			Objective of Pay Component
Base Salary			• To attract and retain a high-performing leadership team
Short-Term Annual Cash Incentives			• To reward achievement of short-term business objectives and results, ~~such as Adjusted EBITDA, Company NPS, Organic Daily Sales growth~~ and individual performance goals viewed as drivers of stockholder value
Long-Term Equity Incentives			• To align executive and stockholder interests, create “ownership culture,” ~~provide~~promote retention ~~incentives~~ and “pay-for-performance”
Other Benefits			• To provide a safety net of protection in the case of illness, disability, death or retirement, through health, disability and life insurance, 401(k) retirement plan and other employee benefits

Base Salary

Base salaries are set to attract and retain high-performing executive talent. The determination of ~~any particular~~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 ~~2022,~~2023, the Human Resources and Compensation Committee approved salary increases for each of our NEOs in the range of ~~2.9%~~4.1% to ~~11.1% to move~~5.7%, which generally positioned salaries ~~toward~~near the 5050th percentile of market. The salary increases for our ~~peer group.~~NEOs took effect on February 20, 2023. The base salaries ~~paid to~~approved by the Human Resources and Compensation Committee for each NEO during the ~~2021~~2022 Fiscal Year and ~~2022~~2023 Fiscal Year are shown below.

2021 Base Salary 2022 Base Salary Base Salary Increase
Doug Black $ 850,000 $ 875,000 2.9%
John Guthrie(1) $ 450,000 $ 500,000 11.1%
Briley Brisendine $ 445,000 $ 470,000 5.6%
Scott Salmon $ 400,000 $ 420,000 5.0%
Joseph Ketter $ 350,000 $ 370,000 5.7%

~~(1)~~

~~Mr. Guthrie’s base salary was increased to better align with the 50th percentile of the FW Cook competitive market analysis and as a result of his performance.~~

	2022 Base Salary			2023 Base Salary			Base Salary Increase
Doug Black		$	875,000		$	925,000		5.7%
John Guthrie		$	500,000		$	525,000		5.0%
Briley Brisendine		$	470,000		$	490,000		4.3%
Scott Salmon		$	420,000		$	440,000		4.8%
Joseph Ketter		$	370,000		$	385,000		4.1%

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 ~~2022~~2023 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 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 ~~2022~~2023 Fiscal Year were as follows:

	Short-Term Annual Cash Incentive as a Percentage of Base Salary
	Threshold(1)		Target(1)		Maximum(1)		Actual(1)		Threshold(1)		Target(1)		Maximum(1)
Doug Black		62.5%		125%		275%		133%		62.5%		125%		275%
John Guthrie		30%		60%		132%		68%		30%		60%		132%
Briley Brisendine		30%		60%		132%		68%		30%		60%		132%
Scott Salmon		30%		60%		132%		66%		30%		60%		132%
Joseph Ketter		30%		60%		132%		66%		30%		60%		132%

(1)

Expressed as a percentage of base salary. For the ~~2022~~2023 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 ~~2022~~2023 Fiscal Year and increased mid-year for acquisitions completed ~~during~~prior to the ~~first half of~~Human Resources and Compensation Committee’s August 8, 2023 meeting. The Human Resources and Compensation Committee reviewed the Company’s 2023 Fiscal Year outlook in establishing the initial Adjusted EBITDA target range, noting that 2023 results were projected to fall below 2022 Fiscal Year actual results given margin contraction from higher input costs that had already materialized with respect to fourth quarter results for the 2022 Fiscal ~~Year in accordance with~~Year. However, the Human Resources and Compensation Committee determined to set our ~~long-standing practice. The~~initial Adjusted EBITDA target ~~goal~~range at $450 – 464 million, with the high end of ~~$446 million~~that range equal to our record-setting 2022 Fiscal Year results. The Human Resources and Compensation Committee set the target based on its judgment that the Company needed to exceed prior year performance to merit an above-target payout. Subsequently, in order to mitigate the impact of acquisitions not reflected in the levels of achievement for the Adjusted EBITDA performance metric originally ~~set~~approved by the Human Resources and Compensation Committee ~~represented a 7.5% increase compared~~in February 2023, in August 2023, the Human Resources and Compensation Committee increased the threshold, target and stretch goals to ~~2021 Fiscal Year~~take into account anticipated Adjusted EBITDA contributions from acquisitions completed prior to the Human Resources and Compensation Committee’s August 8, 2023 meeting. If actual performance ~~of $415 million. In order to~~fell within the Adjusted EBITDA target range, then the payout is at target for such metric. To ensure our ~~team~~Company continues to deliver outstanding customer service, the Human Resources and Compensation Committee also utilized ~~Company-wide~~Company NPS as a component of each NEO’s short-term annual cash incentive. In addition, ~~in order~~ to drive continued sales growth, the Human Resources and Compensation Committee also utilized Organic Daily Sales ~~growth~~Growth as a component of our NEOs’ short-term annual cash incentives. The Human Resources and Compensation Committee subjectively assessed Mr. Black’s achievement ~~with respect to~~for the strategic performance goals, and ~~with respect to~~for the other NEOs, Mr. Black evaluated the performance of each NEO based on his individual strategic performance goals and made a recommendation to the Human Resources and Compensation Committee. The following table shows the weighting of the ~~2022~~2023 Fiscal Year performance metrics for each NEO, expressed as a percentage of each NEO’s ~~2022~~2023 Fiscal Year total short-term annual cash incentive opportunity.

									% of Total Short-Term Annual Cash Incentive Opportunity
	Adjusted EBITDA(1)		Company NPS(2)		Organic Daily Sales Growth(2)		Strategic Performance(2)(3)		Adjusted EBITDA(1)		Company NPS(2)		Organic Daily Sales Growth(2)		Strategic Performance(2)(3)
Doug Black		70%		5%		5%		20%		70%		5%		5%		20%
John Guthrie		70%		5%		5%		20%		70%		5%		5%		20%
Briley Brisendine		70%		5%		5%		20%		70%		5%		5%		20%
Scott Salmon		70%		5%		5%		20%		70%		5%		5%		20%
Joe Ketter		70%		5%		5%		20%		70%		5%		5%		20%

(1)

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

(2)

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

(3)

For more detail on individual strategic performance goals, see the table detailing individual criteria on page 41.~~37.~~

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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 ~~2022~~2023 Fiscal Year short-term annual cash incentive opportunities for our NEOs.

~~Adjusted EBITDA(1)~~

Level of
Achievement(2)(3)

~~Multiple~~

Adjusted EBITDA(1)

Beginning of Fiscal
Year 2023

After Adjusting for
Acquisitions Closed
Before August 8, 2023

Payout as % of
Target
Opportunity

Threshold

~~405~~395 million

406 million

50%

Target

450 – 464 million

462 – 464 million

100%

Stretch

508 million

522 million

150%

Maximum

620 million

638 million

250%

Actual

~~463~~415.2 million

~~111~~58%

(1)

Adjusted EBITDA was calculated using EBITDA for the Company for the ~~2022~~2023 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)

~~In order to mitigate the impact of acquisitions not reflected in the levels of achievement for the Adjusted EBITDA performance metric originally approved by~~Acquisitions completed after the Human Resources and Compensation ~~Committee in February 2022, in~~Committee’s August 2022, the Human Resources and Compensation Committee increased the threshold, target and stretch goals by $3 million, $4 million and $4 million, respectively, to take into account anticipated Adjusted EBITDA contributions from acquisitions completed during the first half of the 2022 Fiscal Year. Acquisitions completed during the second half of the 2022 Fiscal Year8, 2023 meeting 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.

The following table shows the threshold, target, maximum and actual performance levels, along with the multiple of target incentive opportunity, for the Company NPS component of the ~~2022~~2023 Fiscal Year short-term annual cash incentive opportunities for our NEOs.

Company NPS(1)	Level of Achievement(2)		Multiple of Target Opportunity		Level of Achievement(2)		Payout as % of Target Opportunity
Threshold		68		50%		72		50%
Target		77		100%		80		100%
Maximum		82		150%		85		150%
Actual		78.9		119%		84.9		149%

(1)

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

(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.

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~~Growth component of the ~~2022~~2023 Fiscal Year incentive opportunities for our NEOs.

Organic Daily Sales Growth(1)	Level of Achievement(2)		Multiple of Target Opportunity		Level of Achievement(2)		Payout as % of Target Opportunity
Threshold		7.0%		50%		0%		50%
Target		9.7%		100%		5%		100%
Maximum		13.0%		150%		7%		150%
Actual		10.8%		117%		0.2%		52%

(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.

Name	Individual Performance Categories	Level of Achievement	Factors Supporting Level of Achievement
Doug Black	SiteOne Safety	~~50%~~150%	• ~~Flat YOY~~Decrease in recordable incident rate, exceeding target decrease • ~~Lost~~Decrease in lost time incident rate, ~~increased~~exceeding target decrease • Zero work-related fatalities • Enhanced field safety ~~programs~~culture
	Diversity and Inclusion	~~125%~~100%	• Increased leader and overall diversity • Increased bilingual branches from ~~47%~~56% to ~~56%~~58%, short of ~~57%~~63% goal • Active ARGs, Diversity Council and other D&I programs
	Key Business Focus Areas	~~115%~~100%	• Strong progress with commercial and operational initiatives and building team
John Guthrie	Accounting and Internal Audit	~~150%~~100%	• ~~Excellent progress in improving~~Further improvements to AP process and supplier portal rollout • Enhanced Internal Audit process and reporting • Enhanced acquisition integrations
	FP&A and Performance Management	100%	• ~~Strong~~Improved forecasting and field support ~~of Operational Excellence and Salesforce Performance initiatives~~
	Diversity and Inclusion	100%	• ~~Maintained Finance~~Increased team leadership diversity ~~levels~~ • Support offor ARGs, Diversity Council and other D&I programs
Briley Brisendine	SiteOne Safety	~~50%~~150%	• ~~Flat YOY~~Decrease in recordable incident rate, exceeding target decrease • ~~Lost~~Decrease in lost time incident rate, ~~increased~~exceeding target decrease • Zero work-related fatalities • Enhanced field safety ~~programs~~culture
	Governance, Field Support and Risk Management	150%	• ~~Publication of enhanced ESG Report~~Excellent governance management • ~~Excellent governance management~~Publication of enhanced IMPACT Report • Responsiveness and support to field operations
	Real Estate and ~~Regulatory~~Construction	~~125%~~100%	• ~~Enhanced Regulatory team~~Solid progress with real estate and ~~support~~ • ~~Real Estate~~construction process and ~~Construction teams well integrated~~collaboration with field • ~~Progress on facilities maintenance and branch merchandising support~~
Scott Salmon	Strategy and Investor Relations	125%	• Excellent investor relations support
	Acquisition Growth ~~/ Performance~~	100%	• ~~Number of completed acquisitions~~ • ~~Financial performance of~~Record acquired ~~companies~~ • ~~Significantly enhanced integration process~~TTM revenue
	~~Category Management & Pricing~~Acquisition Integration and Performance	~~100%~~75%	• ~~Enhanced pricing strategies~~Record number of integrations • ~~Improved coordination of Category and Operational Excellence teams and initiatives~~
	~~Diversity & Inclusion~~	~~100%~~	• ~~Increased number of diverse associates in leadership roles~~Acquisition performance below target

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Name	Individual Performance Categories	Level of Achievement	Factors Supporting Level of Achievement
Joe Ketter	SiteOne Safety	~~50%~~150%	• ~~Flat YOY~~Decrease in recordable incident rate, exceeding target decrease • ~~Lost~~Decrease in lost time incident rate, ~~increased~~exceeding target decrease • ~~Enhanced~~Strong support for field execution of safety ~~programs~~enhancements
	Diversity and Inclusion	~~125%~~100%	• Increased leader and overall diversity • Increased bilingual branches from ~~47%~~56% to ~~56%~~58%, short of ~~57%~~63% goal • Active ARGs, Diversity Council and other D&I programs
	Team Development	~~125%~~100%	• ~~Management of hybrid work structure and associate engagement~~Good progress on leadership development • ~~Enhanced onboarding and training programs~~Support for Branch Manager Academy development • ~~Effective follow-up on~~Strong Associate Engagement Survey ~~feedback~~results • No reduction in overall Company turnover

Achievement of the Adjusted EBITDA, Company NPS, Organic Daily Sales ~~growth~~Growth and the individual performance measures, taken together, resulted in short-term annual cash incentive payouts for the ~~2022~~2023 Fiscal Year ~~of $1,160,363 to Mr. Black, $335,176 to Mr. Guthrie, $317,078 to Mr. Brisendine, $274,171 to Mr. Salmon and $244,076 to Mr. Ketter.~~ shown in the below table:

	Eligible Earnings(1)			Target % of Salary		Target Bonus $			Payout as % Target		Actual Bonus
Doug Black		$	918,269		125%		$	1,147,836		76%		$	870,060
John Guthrie		$	521,634		60%		$	312,981		71%		$	221,590
Briley Brisendine		$	487,308		60%		$	292,385		78%		$	228,937
Scott Salmon		$	437,308		60%		$	262,385		70%		$	184,128
Joseph Ketter		$	382,981		60%		$	229,789		73%		$	168,435

(1)

Eligible earnings reflect the actual base salaries earned by each NEO during the 2023 Fiscal Year.

The award paid to each of our NEOs is also shown in the “Summary Compensation Table” on page 4347 under the “Non-Equity Incentive Plan Compensation” column.

Long-Term Equity Incentives

Our 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) serves as the primary vehicle for providing equity incentives to our associates and directors. Prior to obtaining stockholder approval of the 2020 Plan at our 2020 Annual Meeting of Stockholders, we granted equity awards under the 2016 Omnibus Equity Incentive Plan (the “2016 Plan”). The 2020 Plan replaced the 2016 Plan, under which no additional awards have been granted; however, outstanding awards granted under the 2016 Plan remain outstanding and are being administered in accordance with the terms of the 2016 Plan and the applicable award agreements.

The Human Resources and Compensation Committee makes annual equity grants to our executives as part of our compensation ~~program.~~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 ~~2022.~~2023. 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 ~~2022~~2023 Fiscal Year, see the “Grants of Plan-Based Awards for ~~2022~~2023 Fiscal Year” table on page 44.

Prior to our IPO and the adoption of the 2020 Plan and 2016 Plan, our NEOs participated in the Amended and Restated SiteOne Landscape Supply, Inc. Stock Incentive Plan (f/k/a CD&R Landscapes Parent, Inc. Stock Incentive Plan) (the “Stock Incentive Plan”). Each of our NEOs other than Mr. Salmon, who was hired post-IPO, received options under the Stock Incentive Plan in connection with the commencement of their employment. For more information regarding these options, see the “Outstanding Equity Awards at 2022 Fiscal Year End” on page 46 ~~and the discussion under “Options Granted under the Stock Incentive Plan” on page~~ 45 ~~below.~~48.

Awards Granted During ~~2022~~2023 under the 2020 Plan

To support our “pay-for-performance” ~~environment,~~culture, compensation is weighted toward at-risk compensation. Our long-term equity incentive program, which consisted of approximately 33% stock options, 33% RSUs and 33% PSUs for the ~~2022~~2023 Fiscal Year, is designed to serve stockholders’ best interests through sustained long-term financial and stock price performance.

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In connection with its annual review of our executive compensation program, including input from FW Cook and feedback received from our stockholders during the 2023 Fiscal Year, in February 2024, our Human Resources and Compensation Committee approved an award mix for our NEOs under the LTIP consisting of 50% RSUs and 50% PSUs for the 2024 Fiscal Year. We believe this update to the award mix under our LTIP further demonstrates our commitment to designing an executive compensation program that encourages high performance and results that will create value for us and our stockholders while avoiding unnecessary risks. We also believe this updated LTIP design evidences our responsiveness to stockholder feedback to enhance the alignment of our executives’ interests with our stockholder interests and allow our executives to share in our stockholders’ success.

The table below sets forth the number of stock options, RSUs and PSUs awarded to each NEO in the ~~2022~~2023 Fiscal Year:

Name	Number of Options Awarded		Number of RSUs Awarded		Number of PSUs Awarded		Targeted Fair Value for All 2022 Awards			Number of Options Awarded		Number of RSUs Awarded		Number of PSUs Awarded		Targeted Fair Value for All 2023 Awards
Doug Black		20,152		6,317		6,317		$	3,400,000		16,871		8,034		8,034		$	3,600,000
John Guthrie		4,149		1,300		1,300		$	700,000		3,514		1,673		1,673		$	750,000
Briley Brisendine		4,149		1,300		1,300		$	700,000		3,514		1,673		1,673		$	750,000
Scott Salmon		3,556		1,114		1,114		$	600,000		3,046		1,450		1,450		$	650,000
Joseph Ketter		3,259		1,021		1,021		$	550,000		2,811		1,339		1,339		$	600,000

Performance Stock Units

PSUs are earned based upon the Company’s performance, over a three-year period, measured by pre-tax income plus amortization (“EBTA”) growth relative to a select peer group, subject to adjustment based upon the application of a ROIC modifier, as set forth below. The “Performance Period” for the PSUs awarded in February 2023 is a three-year period commencing January 2, 2023 and ending December 28, 2025. The Performance Period for the PSUs awarded in February 2022 is a three-year period commencing January 3, 2022 and ending December 29, 2024. The Performance Period for the PSUs awarded in February 2021 is a three-year period commencing January 4, 2021 and ending December 31, 2023. ~~The Performance Period for the PSUs awarded in February 2020 is a three-year period commencing December 30, 2019 and ending January 1, 2023.~~ Vesting of PSUs is contingent upon each NEO’s continued employment, subject to certain exceptions as set forth in the PSU agreement.

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

Performance Level

Relative EBTA Growth

% Target Award

Performance Level

Avg. ROIC

Modifier to PSUs
Earned Based on
Relative EBTA Growth(1)

<Threshold

<25th percentile

Threshold

25th percentile

50%

Below Target

<12%

-20%

Target

50th percentile

100%

Target

12%-20%

Maximum

>=75th percentile

200%

Above Target

>20%

+20%

(1)

Payout on EBTA growth performance will be capped at 100% of target if the Company’s absolute EBTA growth is negative. Payout for performance between levels noted above will be determined using straight-line interpolation. Total payout will be capped at 200% of target.

Pursuant to the performance criteria provided above, the table below sets forth the payouts for the PSUs awarded in February ~~2019~~2020 for the three-year “Performance Period” commencing December ~~31, 2018~~30, 2019 and ending January ~~2, 2022,~~1, 2023, as certified by the Human Resources and Compensation Committee inon May ~~2022.~~10, 2023.

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Name	PSUs Awarded in February 2019		Number of PSUs Settled in May 2022(1)(2)		Value of PSUs Settled(3)			PSUs Awarded in February 2020		Number of PSUs Settled in May 2023(1)(2)		Value of Earned PSUs in May 2023(3)
Doug Black		11,145		22,290		$	2,671,011		6,641		13,282		$	1,966,931
John Guthrie		2,180		4,360		$	522,459		1,229		2,458		$	364,005
Briley Brisendine		2,180		4,360		$	522,459		1,475		2,950		$	436,866
Scott Salmon		4,401		8,802		$	1,054,744		1,229		2,458		$	364,005
Joseph Ketter		1,453		2,906		$	348,226		1,106		2,212		$	327,575

(1)

The Company’s 3-year EBTA grew at a cumulative compound annual growth rate of ~~41.3%~~50.2% for the ~~2019-2021~~2020-2022 PSU cycle, which ranked at the 9589th percentile of the PSU performance peer group for that cycle and resulted in a payout of 200% of ~~target.~~target as certified by the Human Resources and Compensation Committee on May 10, 2023.

(2)

The Company’s 3-year average ROIC performance of ~~22.7%~~24.9% for the ~~2019-2021~~2020-2022 PSU cycle did not modify the final payout, as the overall payout is capped at 200% of target.

(3)

~~Based~~The value of the earned PSUs was based on our closing stock price ($~~119.83)~~148.09) on ~~the date (May~~May 11, ~~2022) the awards were certified by the Human Resources and Compensation Committee.~~2023.

~~Employment Arrangements and Severance Agreements~~

Under certain circumstances, we recognize that special arrangements with respect to an executive’s employment may be necessary or desirable. In connection with their commencement of employment, we entered into an employment agreement with Mr. Black setting forth the terms of his employment as our CEO and letter agreements with the other NEOs setting forth the terms of their employment with the Company. The agreements for each NEO provide for employment on an “at will” basis. Mr. Black’s employment agreement includes severance benefits, salary, bonus, benefits and the specific terms described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — ~~Material Terms of Employment Arrangements” on page~~ 45 ~~and under “Potential Payments Upon Termination or Change in Control” on page~~ 47. The letter agreements with the other NEOs include salary, bonus, benefits and the specific terms described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — ~~Material Terms of Employment Arrangements” on page~~ 45. In addition, we have entered into severance agreements with Messrs. Guthrie, Brisendine, Salmon and Ketter, which set forth certain severance benefits to be received by the executive upon a qualifying termination of employment. The severance arrangements with our NEOs operate with a “double trigger” in the event of a change of control, meaning severance payments do not occur unless the executive’s employment is involuntarily terminated (other than for cause or without good reason) within 12 months following a change-in-control. For a further discussion of these benefits, see below under “Potential Payments Upon Termination or Change in Control — ~~Separation Benefits Agreements with Messrs. Guthrie, Brisendine, Salmon and Ketter” on page~~ 48.

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

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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.

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Executive Officer Stock Ownership and Retention Guidelines

The Company has established stock ownership and retention guidelines in order to further align the long-term interests of our executive officers with those of our stockholders. Our stock ownership guidelines limit the ability of our CEO and each 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:

Position			Multiple
Chief Executive Officer			6x Annual Base Salary
Covered Executives			2x Annual Base Salary

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

The CEO and each Covered Executive is 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 is in compliance 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 56.~~53.~~

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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 ~~2022~~2023 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 ~~2022~~2023 Fiscal Year and the two immediately preceding fiscal years.

Name and Principal Position	Year		Salary ($)(1)		Option Awards ($)(2)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)		Year		Salary ($)(1)		Option Awards ($)(2)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Doug Black Chairman and Chief Executive Officer		2022		871,634		1,158,135		2,266,540		1,160,363		17,509		5,474,181		2023		918,269		1,218,761		2,399,916		870,060		23,342		5,430,348
		2021		850,000		997,710		1,999,781		2,188,749		12,553		6,048,793		2022		871,634		1,158,135		2,266,540		1,160,363		17,509		5,474,181
		2020		855,769		1,034,506		1,349,850		1,623,182		12,252		4,875,559		2021		850,000		997,710		1,999,781		2,188,749		12,553		6,048,793
John Guthrie Executive Vice President, Chief Financial Officer		2022		493,269		238,443		466,440		335,176		13,038		1,546,366		2023		521,634		253,851		499,759		221,590		14,053		1,510,887
		2021		442,308		191,191		383,142		554,530		12,452		1,583,623		2022		493,269		238,443		466,440		335,176		13,038		1,546,366
		2020		401,346		191,559		249,807		365,873		12,073		1,220,658		2021		442,308		191,191		383,142		554,530		12,452		1,583,623
Briley Brisendine Executive Vice President, General Counsel and Secretary		2022		466,635		238,443		466,440		317,078		12,994		1,501,590		2023		487,308		253,851		499,759		228,937		14,029		1,483,884
		2021		442,692		207,816		416,372		560,814		12,454		1,640,148		2022		466,635		238,443		466,440		317,078		12,994		1,501,590
		2020		434,038		229,876		299,809		401,763		12,127		1,377,613		2021		442,692		207,816		416,372		560,814		12,454		1,640,148
Scott Salmon Executive Vice President, Strategy and Development		2022		417,308		204,363		399,704		274,171		13,824		1,309,370		2023		437,308		220,043		433,144		184,128		23,560		1,298,183
		2021		377,019		182,878		366,527		470,801		12,334		1,409,559		2022		417,308		204,363		399,704		274,171		13,824		1,309,370
		2020		364,808		191,559		249,807		310,049		12,011		1,128,234		2021		377,019		182,878		366,527		470,801		12,334		1,409,559
Joseph Ketter Executive Vice President, Human Resources		2022		367,307		187,295		366,334		244,076		12,825		1,177,837		2023		382,981		203,067		399,986		168,435		13,851		1,168,320
		2021		348,462		157,940		316,350		436,166		12,293		1,271,211		2022		367,307		187,295		366,334		244,076		12,825		1,177,837
		2020		340,615		172,400		224,806		313,161		11,974		1,062,956		2021		348,462		157,940		316,350		436,166		12,293		1,271,211

(1)

Represents the actual sum of regular pay, ~~paid-time~~paid time off, holiday and back pay earned for the 2023, 2022 ~~2021~~ and ~~2020~~2021 fiscal years, as applicable.

(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 ~~2022~~2023 Fiscal Year filed with the SEC on February ~~23, 2023~~22, 2024 for a discussion of the relevant assumptions used in calculating these amounts. The maximum award value for the PSUs granted in Fiscal Year ~~2022~~2023 (determined as described above in “— Elements of Our Executive Compensation Program — Long-Term Equity Incentives” on page 38)42) is $2,399,916 for Mr. Black, $499,759 for Mr. Guthrie, $499,759 for Mr. Brisendine, $433,144 for Mr. Salmon and $399,986 for Mr. Ketter. The maximum award value for the PSUs granted in Fiscal Year 2022 is $2,266,540 for Mr. Black, $466,440 for Mr. Guthrie, $466,440 for Mr. Brisendine, ~~$399,703~~$399,704 for Mr. Salmon and ~~$366,335~~$366,334 for Mr. Ketter. The maximum award value for the PSUs granted in Fiscal Year 2021 is $1,999,781 for Mr. Black, $383,142 for Mr. Guthrie, $416,372 for Mr. Brisendine, $366,527 for Mr. Salmon and $316,350 for Mr. Ketter. The maximum award value for the PSUs granted in Fiscal Year 2020 is $1,349,850 for Mr. Black, $249,807 for Mr. Guthrie, $299,809 for Mr. Brisendine, $249,807 for Mr. Salmon and $224,806 for Mr. Ketter.

(3)

Includes short-term annual cash incentives earned with respect to the 2023, 2022 ~~2021~~ and ~~2020~~2021 fiscal years. For more detail, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 38.34.

(4)

For the ~~2022~~2023 Fiscal Year, reflects: (i) Company 401(k) match of ~~$12,200~~$13,200 for each NEO; (ii) in the case of Mr. Black and Mr. Salmon, ~~$1,636~~$9,289 and ~~$991,~~$9,615, respectively, for ~~spousal airfare travel vouchers that were issued as a result of the cancellation of~~spouses’ attendance at an annual customer event ~~historically~~ attended by customers and their spouses or significant ~~others;~~others and (iii) life and accidental death insurance premiums paid by the Company on behalf of each ~~NEO and (iv) reimbursement of $2,821 for executive physical examination for Mr. Black.~~NEO.

4347

TABLE OF CONTENTS

Grants of Plan-Based Awards for ~~2022~~2023 Fiscal Year

The following table provides information concerning plan-based awards granted to the NEOs in the ~~2022~~2023 Fiscal Year.

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Option Awards: Number of Securities Underlying Options (#)(4)		All Other Stock Awards: Number of Securities Underlying Awards (#)(5)		Exercise or Base Price of Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)(6)				Grant Date			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(3)									All Other Option Awards: Number of Securities Underlying Options (#)(4)			All Other Stock Awards: Number of Securities Underlying Awards (#)(5)			Exercise or Base Price of Awards ($)			Grant Date Fair Value of Stock and Option Awards ($)(6)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)(2)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)(6)				Grant Date			Threshold ($)			Target ($)			Maximum ($)(2)			Threshold (#)			Target (#)			Maximum (#)									Exercise or Base Price of Awards ($)			Grant Date Fair Value of Stock and Option Awards ($)(6)
Doug Black		—		544,771		1,089,543		2,396,994		—		—		—		—		—		—		—				—			573,918			1,147,836			2,525,240			—			—			—			—			—			—			—
		2/10/2022		—		—		—		—		6,317		12,634		—		—		—		1,133,270
		2/10/2022		—		—		—		—		—		—		20,152		—		179.40		1,158,135
		2/10/2022		—		—		—		—		—		—		—		6,317		—		1,133,270
Doug Black																								2/9/2023			—			—			—			4,017			8,034			16,068			—			—			—			1,199,958
																								2/9/2023			—			—			—			—			—			—			16,871			—			149.36			1,218,761
																								2/9/2023			—			—			—			—			—			—			—			8,034			—			1,199,958
		—		147,981		295,961		651,115		—		—		—		—		—		—			—			—			156,490			312,981			688,557			—			—			—			—			—			—			—
		2/10/2022		—		—		—		—		1,300		2,600		—		—		—		233,220
		2/10/2022		—		—		—		—		—		—		4,149		—		179.40		238,443
		2/10/2022		—		—		—		—		—		—		—		1,300		—		233,220
John Guthrie																								2/9/2023			—			—			—			837			1,673			3,346			—			—			—			249,879
																								2/9/2023			—			—			—			—			—			—			3,514			—			149.36			253,851
																								2/9/2023			—			—			—			—			—			—			—			1,673			—			249,879
		—		139,991		279,981		615,958		—		—		—		—		—		—			—			—			146,192			292,385			643,246			—			—			—			—			—			—			—
		2/10/2022		—		—		—		—		1,300		2,600		—		—		—		233,220
		2/10/2022		—		—		—		—		—		—		4,149		—		179.40		238,443
		2/10/2022		—		—		—		—		—		—		—		1,300		—		233,220
Briley Brisendine																								2/9/2023			—			—			—			837			1,673			3,346			—			—			—			249,879
																								2/9/2023			—			—			—			—			—			—			3,514			—			149.36			253,851
																								2/9/2023			—			—			—			—			—			—			—			1,673			—			249,879
		—		125,192		250,385		550,847		—		—		—		—		—		—			—			—			131,192			262,385			577,246			—			—			—			—			—			—			—
		2/10/2022		—		—		—		—		1,114		2,228		—		—		—		199,852
		2/10/2022		—		—		—		—		—		—		3,556		—		179.40		204,363
		2/10/2022		—		—		—		—		—		—		—		1,114		—		199,852
Scott Salmon																								2/9/2023			—			—			—			725			1,450			2,900			—			—			—			216,572
																								2/9/2023			—			—			—			—			—			—			3,046			—			149.36			220,043
																								2/9/2023			—			—			—			—			—			—			—			1,450			—			216,572
		—		110,192		220,384		484,845		—		—		—		—		—		—			—			—			114,894			229,789			505,535			—			—			—			—			—			—			—
		2/10/2022		—		—		—		—		1,021		2,042		—		—		—		183,167
		2/10/2022		—		—		—		—		—		—		3,259		—		179.40		187,295
		2/10/2022		—		—		—		—		—		—		—		1,021		—		183,167
Joseph Ketter																								2/9/2023			—			—			—			670			1,339			2,678			—			—			—			199,993
																								2/9/2023			—			—			—			—			—			—			2,811			—			149.36			203,067
																								2/9/2023			—			—			—			—			—			—			—			1,339			—			199,993

(1)

For a discussion of the payout opportunities under our short-term annual cash incentive plan for the ~~2022~~2023 Fiscal Year, see above under “— Elements of Our Executive Compensation Program — Short-Term Annual Cash Incentives” on page 34.38. Actual amounts paid to each of our NEOs is shown in the “Summary Compensation Table” on page 4347 under the “Non-Equity Incentive Plan Compensation” column.

(2)

The annual incentive opportunity with respect to the Adjusted EBITDA, Company NPS, Organic Daily Sales ~~growth~~Growth and individual strategic performance component for each NEO was capped at 250%, 150%, 150% and 150% of target, respectively, for the ~~2022~~2023 Fiscal Year.

(3)

Includes the ~~time-based~~ PSUs granted to each of our NEOs under the 2020 Plan, which will be earned based on the Company’s performance over the three-year performance period commencing on January ~~3, 2022~~2, 2023 and ending December ~~29, 2024.~~28, 2025. See “— Elements of Our Executive Compensation Program — Performance Stock Units” on page 43.39.

(4)

Reflects stock options granted under the 2020 Plan, which vest in four equal installments on each of the first through fourth anniversaries of the grant date.

(5)

Includes the time-based RSUs granted to each of our NEOs under the 2020 Plan, which vest annually in four equal installments beginning on February ~~10, 2023.~~9, 2024.

(6)

Reflects the aggregate grant date fair value of the option awards, computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated ~~forfeitures.~~forfeitures and using a Black-Scholes option pricing model. RSUs and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. See Note 7, “Employee Benefit and Stock Incentive Plans,” to the financial statements in our Annual Report on Form 10-K for the ~~2022~~2023 Fiscal Year filed with the SEC on February ~~23, 2023~~22, 2024 for afurther discussion of the relevant assumptions used in calculating these amounts.

4448

			Option Awards(2)(3)								Stock Awards
Name	Grant Date(1)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)(4)		Option Expiration Date		Number of RSUs that have not Vested (#)(5)		Market Value of RSUs that have not Vested ($)(6)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that have not Vested (#)(7)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(6)
Doug Black		2/9/2023		—		16,871		149.36		2/9/2033		8,034		1,305,525		8,034		1,305,525
		2/10/2022		5,038		15,114		179.40		2/10/2032		4,738		769,925		6,317		1,026,513
		2/11/2021		10,382		10,382		166.15		2/11/2031		3,009		488,963		—		—
		2/5/2020		29,888		9,962		101.63		2/5/2030		1,660		269,750		—		—
		2/6/2019		66,873		—		51.59		2/6/2029		—		—		—		—
		2/14/2018		67,187		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		41,629		—		38.73		2/17/2027		—		—		—		—
John Guthrie		2/9/2023		—		3,514		149.36		2/9/2033		1,673		271,863		1,673		271,863
		2/10/2022		1,037		3,112		179.40		2/10/2032		975		158,438		1,300		211,250
		2/11/2021		1,990		1,989		166.15		2/11/2031		576		93,600		—		—
		2/5/2020		3,689		1,845		101.63		2/5/2030		307		49,888		—		—
		2/6/2019		3,541		—		51.59		2/6/2029		—		—		—		—
		2/14/2018		3,359		—		77.04		2/14/2028		—		—		—		—
Briley Brisendine		2/9/2023		—		3,514		149.36		2/9/2033		1,673		271,863		1,673		271,863
		2/10/2022		1,037		3,112		179.40		2/10/2032		975		158,438		1,300		211,250
		2/11/2021		2,163		2,162		166.15		2/11/2031		626		101,725		—		—
		2/5/2020		6,641		2,214		101.63		2/5/2030		369		59,963		—		—
		2/6/2019		13,083		—		51.59		2/6/2029		—		—		—		—
		2/14/2018		13,437		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		18,590		—		38.73		2/17/2027		—		—		—		—
		5/12/2016		35,000		—		26.67		5/12/2026		—		—		—		—
		9/8/2015		1,035		—		12.84		9/8/2025		—		—		—		—
Scott Salmon		2/9/2023		—		3,046		149.36		2/9/2033		1,450		235,625		1,450		235,625
		2/10/2022		889		2,667		179.40		2/10/2032		835		135,688		1,114		181,025
		2/11/2021		1,903		1,903		166.15		2/11/2031		551		89,538		—		—
		2/5/2020		5,534		1,845		101.63		2/5/2030		307		49,888		—		—
		3/11/2019		26,406		—		52.26		3/11/2029		—		—		—		—
Joe Ketter		2/9/2023		—		2,811		149.36		2/9/2033		1,339		217,588		1,339		217,588
		2/10/2022		815		2,444		179.40		2/10/2032		766		124,475		1,021		165,913
		2/11/2021		1,644		1,643		166.15		2/11/2031		476		77,350		—		—
		2/5/2020		4,981		1,660		101.63		2/5/2030		276		44,850		—		—
		2/6/2019		8,722		—		51.59		2/6/2029		—		—		—		—
		2/14/2018		8,750		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		10,108		—		38.73		2/17/2027		—		—		—		—
		7/27/2015		46,690		—		12.84		7/27/2025		—		—		—		—

			Option Awards(1)(2)								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)(3)		Option Expiration Date		Number of RSUs that have not Vested (#)(4)		Market Value of RSUs that have not Vested ($)(5)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that have not Vested (#)(6)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5)
Doug Black		2/10/2022		—		20,152		179.40		2/10/2032		6,317		741,110		6,317		741,110
		2/11/2021		5,191		15,573		166.15		2/11/2031		4,513		529,465		6,018		706,032
		2/5/2020		19,925		19,925		101.63		2/5/2030		3,320		389,502		—		—
		2/6/2019		50,155		16,718		51.59		2/6/2029		2,786		326,854		—		—
		2/14/2018		67,187		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		87,141		—		38.73		2/17/2027		—		—		—		—
		5/19/2014		76,448		—		5.50		5/19/2024		—		—		—		—
John Guthrie		2/10/2022		—		4,149		179.40		2/10/2032		1,300		152,516		1,300		152,516
		2/11/2021		995		2,984		166.15		2/11/2031		865		101,482		1,153		135,270
		2/5/2020		1,845		3,689		101.63		2/5/2030		614		72,034		—		—
		2/6/2019		3,270		3,271		51.59		2/6/2029		545		63,939		—		—
		2/14/2018		3,359		—		77.04		2/14/2028		—		—		—		—
Briley Brisendine		2/10/2022		—		4,149		179.40		2/10/2032		1,300		152,516		1,300		152,516
		2/11/2021		1,081		3,244		166.15		2/11/2031		940		110,281		1,253		147,002
		2/5/2020		4,428		4,427		101.63		2/5/2030		737		86,465		—		—
		2/6/2019		9,812		3,271		51.59		2/6/2029		545		63,939		—		—
		2/14/2018		13,437		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		18,590		—		38.73		2/17/2027		—		—		—		—
		5/12/2016		35,000		—		26.67		5/12/2026		—		—		—		—
		9/8/2015		1,035		—		12.84		9/8/2025		—		—		—		—
Scott Salmon		2/10/2022		—		3,556		179.40		2/10/2032		1,114		130,694		1,114		130,694
		2/11/2021		952		2,854		166.15		2/11/2031		827		97,024		1,103		129,404
		2/5/2020		3,690		3,689		101.63		2/5/2030		614		72,034		—		—
		3/11/2019		19,805		6,601		52.26		3/11/2029		1,100		129,052		—		—
Joe Ketter		2/10/2022		—		3,259		179.40		2/10/2032		1,021		119,784		1,021		119,784
		2/11/2021		822		2,465		166.15		2/11/2031		714		83,766		952		111,689
		2/5/2020		3,321		3,320		101.63		2/5/2030		553		64,878		—		—
		2/6/2019		6,542		2,180		51.59		2/6/2029		363		42,587		—		—
		2/14/2018		8,750		—		77.04		2/14/2028		—		—		—		—
		2/17/2017		10,108		—		38.73		2/17/2027		—		—		—		—
		7/27/2015		46,690		—		12.84		7/27/2025		—		—		—		—

	Option Awards				Stock Awards				Option Awards				Stock Awards
Name	Number of shares acquired on exercise (#)		Value realized on exercise ($)(1)		Number of shares acquired on vesting (#)(2)		Value realized on vesting ($)(2)(3)		Number of shares acquired on exercise (#)		Value realized on exercise ($)(1)		Number of shares acquired on vesting (#)(2)		Value realized on vesting ($)(2)(3)
Doug Black		252,000		34,709,360		14,459		2,175,892		121,960		16,561,959		13,547		2,129,372
John Guthrie		—		—		2,743		414,658		3,000		355,230		2,619		411,376
Briley Brisendine		—		—		3,075		458,901		—		—		2,805		441,049
Scott Salmon		—		—		2,913		438,835		—		—		3,065		458,987
Joseph Ketter		—		—		2,226		329,779		—		—		2,085		327,842

	Estimated PSU Stock Awards				Estimated PSU Stock Awards
	Number of shares vested (#)		Value realized on vesting ($)		Number of shares vested (#)		Value realized on vesting ($)
Doug Black		6,641		779,122		6,018		977,925
John Guthrie		1,229		144,186		1,153		187,363
Briley Brisendine		1,475		173,047		1,253		203,613
Scott Salmon		1,229		144,186		1,103		179,238
Joseph Ketter		1,106		129,756		952		154,700

	Without Cause/ For Good Reason (No CIC) ($)	Without Cause/ For Good Reason (In connection with CIC) ($)	Death/Disability ($)	Retirement ($)(4)	CIC (No Termination) ($)(5)	Without Cause/ For Good Reason (No CIC) ($)	Without Cause/ For Good Reason (In connection with CIC) ($)	Death/Disability ($)	Retirement ($)(5)	CIC (No Termination) ($)(6)
Doug Black
Severance Pay (base salary and bonus components)(1)	1,307,452	1,307,452	—	—	—	1,377,404	4,132,211	—	—	—
Employer-Paid COBRA(2)	37,608	37,608	37,608	—	—	38,129	38,129	38,129	—	—
Value of Equity Award Acceleration(3)	3,420,930	5,624,693	4,895,276	—	5,624,693	3,671,597	6,972,197	5,759,676	1,962,385	6,972,197
Total	4,765,990	6,969,753	4,932,884	—	5,624,693	5,087,130	11,142,537	5,797,805	1,962,385	6,972,197
John Guthrie
Severance Pay (base salary and bonus components)(1)	739,904	739,904	—	—	—	782,452	1,669,230	—	—	—
Employer-Paid COBRA(2)	32,536	32,536	32,536	—	—	33,052	33,052	33,052	—	—
Value of Equity Award Acceleration(3)	659,306	1,094,827	948,060	—	1,094,827	724,032	1,402,742	1,151,083	408,657	1,402,742
Total	1,431,746	1,867,267	980,596	—	1,094,827	1,539,536	3,105,024	1,184,135	408,657	1,402,742
Briley Brisendine
Severance Pay (base salary and bonus components)(1)	699,953	699,953	—	—	—	730,962	1,559,385	—	—	—
Employer-Paid COBRA(2)	—	—	—	—	—	—	—	—	—	—
Value of Equity Award Acceleration(3)	710,263	1,170,228	1,019,550	—	1,170,228	773,227	1,459,653	1,207,994	—	1,459,653
Total	1,410,216	1,870,181	1,019,550	—	1,170,228	1,504,189	3,019,038	1,207,994	—	1,459,653
Scott Salmon
Severance Pay (base salary and bonus components)(1)	625,962	625,962	—	—	—	655,962	1,399,385	—	—	—
Employer-Paid COBRA(2)	47,695	47,695	47,695	—	—	48,448	48,448	48,448	—	—
Value of Equity Award Acceleration(3)	843,508	1,320,431	1,190,166	—	1,320,431	665,723	1,258,955	1,041,530	—	1,258,955
Total	1,517,165	1,994,088	1,237,861	—	1,320,431	1,370,133	2,706,788	1,089,978	—	1,258,955
Joseph Ketter
Severance Pay (base salary and bonus components)(1)	550,961	550,961	—	—	—	574,471	1,225,539	—	—	—
Employer-Paid COBRA(2)	47,695	47,695	47,695	—	—	48,448	48,448	48,448	—	—
Value of Equity Award Acceleration(3)	515,999	867,626	750,540	—	867,626	597,187	1,140,443	940,081	—	1,140,443
Total	1,114,655	1,466,282	798,235	—	867,626	1,220,106	2,414,430	988,529	—	1,140,443

	2021 Base Salary			2022 Base Salary			Base Salary Increase
Doug Black		$	850,000		$	875,000		2.9%
John Guthrie(1)		$	450,000		$	500,000		11.1%
Briley Brisendine		$	445,000		$	470,000		5.6%
Scott Salmon		$	400,000		$	420,000		5.0%
Joseph Ketter		$	350,000		$	370,000		5.7%

	Annual Retainer			Annual Retainer
Board:
All non-employee members		$	75,000		$	80,000
Lead Director		$	35,000		$	35,000
Audit Committee:
Chair		$	32,500		$	32,500
Non-Chair members		$	12,500		$	12,500
Human Resources and Compensation Committee:
Chair		$	25,000		$	27,500
Non-Chair members		$	10,000		$	10,000
Nominating and Corporate Governance Committee:
Chair		$	17,500		$	22,500
Non-Chair members		$	7,500		$	7,500

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Fred M. Diaz~~(1)~~		—		212,500		212,500		100,700		130,000		230,700
William W. Douglas III		142,500		115,000		257,500		145,700		130,000		275,700
Larisa J. Drake		82,500		115,000		197,500		85,700		130,000		215,700
W. Roy Dunbar		85,000		115,000		200,000		88,200		130,000		218,200
Jeri L. Isbell		107,500		115,000		222,500		112,300		130,000		242,300
Jack L. Wyszomierski		105,000		115,000		220,000		111,400		130,000		241,400

Position			Multiple
Non-Employee Director			5x Annual Cash Retainer

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)
Equity compensation plans approved by stockholders		1,281,494		$	66.91		2,084,937		1,193,740		$	80.40		2,006,912
Equity compensation plans not approved by stockholders		—			—		—		—			—		—

Year	Summary Compensation Table for CEO ($)(1)		Compensation Actually Paid to CEO ($)(2)		Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)		Average Compensation Actually Paid to Non-CEO NEOs ($)(2)		Value of Fixed td00 Investment Based On:				Net Income (in millions) ($)(6)		Adjusted EBITDA (in millions) ($)(7)		Summary Compensation Table for CEO ($)(1)		Compensation Actually Paid to CEO ($)(2)		Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)		Average Compensation Actually Paid to Non-CEO NEOs ($)(2)		Value of Fixed td00 Investment Based On:				Net Income (in millions) ($)(6)		Adjusted EBITDA (in millions) ($)(7)
Year	Summary Compensation Table for CEO ($)(1)		Compensation Actually Paid to CEO ($)(2)				Average Compensation Actually Paid to Non-CEO NEOs ($)(2)		Total Shareholder Return ($)(4)		Peer Group Total Shareholder Return ($)(5)		Net Income (in millions) ($)(6)		Adjusted EBITDA (in millions) ($)(7)		Summary Compensation Table for CEO ($)(1)		Compensation Actually Paid to CEO ($)(2)				Average Compensation Actually Paid to Non-CEO NEOs ($)(2)		Total Shareholder Return ($) (4)		Peer Group Total Shareholder Return ($)(5)		Net Income (in millions) ($)(6)		Adjusted EBITDA (in millions) ($)(7)
2023																		5,430,348		10,254,450		1,365,319		2,265,867		179.64		217.61		173.4		410.7
2022		5,474,181		(7,208,968)		1,383,791		(1,091,239)		129.69		146.67		245.4		464.3		5,474,181		(7,208,968)		1,383,791		(1,091,239)		129.69		146.67		245.4		464.3
2021		6,048,793		17,892,904		1,489,575		3,737,437		267.83		168.96		238.4		415.1		6,048,793		17,892,904		1,489,575		3,737,437		267.83		168.96		238.4		415.1
2020		4,875,559		17,020,954		1,197,365		3,611,711		175.36		126.46		121.3		260.2		4,875,559		17,020,954		1,197,365		3,611,711		175.36		126.46		121.3		260.2

CEO Adjustments(a)(b)	2022 ($)		2021 ($)		2020 ($)
Summary Compensation Table Total		5,474,181		6,048,793		4,875,559
Deduct Equity Awards included in Summary Compensation Table		(3,424,675)		(2,997,491)		(2,384,356)
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End		2,294,950		5,505,353		5,361,872
Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End		(7,411,707)		7,944,354		8,405,211
Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year		(4,141,717)		1,391,895		762,668
Total CAP		(7,208,968)		17,892,904		17,020,954

Non-CEO Adjustments(a)(b)	2022 ($)		2021 ($)		2020 ($)
Summary Compensation Table Total		1,383,791		1,489,575		1,197,365
Deduct Equity Awards included in Summary Compensation Table		(641,866)		(584,358)		(452,406)
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End		430,132		1,043,847		1,017,455
Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End		(1,485,813)		1,500,370		1,557,527
Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year		(777,483)		288,003		291,770
Total CAP		(1,091,239)		3,737,437		3,611,711

CEO Adjustments(a)(b)	2023 ($)		2022 ($)		2021 ($)		2020 ($)
Summary Compensation Table Total		5,430,348		5,474,181		6,048,793		4,875,559
Deduct Equity Awards included in Summary Compensation Table		(3,618,677)		(3,424,675)		(2,997,491)		(2,384,356)
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End		3,976,083		2,294,950		5,505,353		5,361,872
Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End		1,595,317		(7,411,707)		7,944,354		8,405,211
Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year		2,871,379		(4,141,717)		1,391,895		762,668
Total CAP		10,254,450		(7,208,968)		17,892,904		17,020,954

Financial Performance Measures
Adjusted EBITDA
Organic Daily Sales
Relative EBTA Growth
ROIC

Name of Beneficial Owner	Shares Beneficially Owned		Percent		Shares Beneficially Owned		Percent
T. Rowe Price Associates, Inc.(1)		5,599,387		12.4%		5,204,013		11.5%
Kayne Anderson Rudnick Investment Management LLC(2)		4,561,836		10.1%
The Vanguard Group(3)		4,058,815		9.0%
Baillie Gifford & Co.(4)		2,469,274		5.5%
The Vanguard Group(2)						4,134,723		9.2%
Blackrock, Inc.(3)						4,035,047		8.9%
Kayne Anderson Rudnick Investment Management LLC(4)						3,383,990		7.5%
W. Roy Dunbar(5)		7,617		*		8,495		*
Fred M. Diaz(5)		11,267		*		12,145		*
William W. Douglas III(5)		15,066		*		15,944		*
Jeri L. Isbell(5)		8,574		*		9,452		*
Jack L. Wyszomierski(5)		15,066		*		15,944		*
Larisa J. Drake(5)		4,445		*		5,323		*
Judy Sansone(5)						—		*
Doug Black(6)		876,552		1.9%		800,063		1.8%
John Guthrie(6)		31,909		*		30,839		*
Briley Brisendine(6)		100,146		*		105,482		*
Scott Salmon(6)		43,324		*		49,939		*
Joseph Ketter(6)		91,797		*		97,526		*
All current directors and executive officers as a group (11 persons)		1,205,763		2.7%
All current directors, nominees and executive officers as a group (13 persons)(6)						1,173,249		2.6%

	①			View our proxy materials on the Internet
	②			View your shares
	③			Request printed copies of these materials, including the proxy card or voting instruction card

Proposal 1:		Elect the ~~two~~three Class III nominees named in ~~this~~the accompanying Proxy Statement as Class III directors for a term expiring at the ~~2026~~2027 Annual Meeting of Stockholders.
Proposal 2:	~~��~~	Approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted pursuant the Delaware General Corporation Law.
Proposal 3:		Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December ~~31, 2023.~~29, 2024.
Proposal 3:4:		Hold a non-binding advisory vote to approve executive compensation.
~~Proposal 4:~~		~~Hold a non-binding advisory vote on the frequency of future advisory votes to approve executive compensation.~~
Other Proposals:		Transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.

	Proposal 1:			“FOR” ~~both~~each of the Class III nominees named in this Proxy Statement as Class III directors for a term expiring at the ~~2026~~2027 Annual Meeting of Stockholders.
	Proposal 2:			“FOR” the proposal to amend our Charter to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law.
	Proposal 3:			“FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December ~~31, 2023.~~29, 2024.
	Proposal 3:4:			“FOR” the non-binding advisory vote to approve executive compensation.
	~~Proposal 4:~~			~~For “EVERY YEAR” on the non-binding advisory vote on the frequency of future advisory votes to approve executive compensation.~~
	Other Proposals:			At the discretion of Doug Black and Briley Brisendine, the persons designated as proxies for the Annual Meeting, either “FOR”, “AGAINST” or “ABSTAIN” with regard to any other business that may properly come before the Annual Meeting.

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At the Annual Meeting(1)	For instructions on voting, please refer to the section below entitled “Can I Vote In Person At The Annual Meeting?”	For instructions on voting, please refer to the section below entitled “Can I Vote In Person At The Annual Meeting?”

	2022 Fiscal Year															2021 Fiscal Year															2023 Fiscal Year															2022 Fiscal Year
	Year			Qtr 4			Qtr 3			Qtr 2			Qtr 1			Year			Qtr 4			Qtr 3			Qtr 2			Qtr 1			Year			Qtr 4			Qtr 3			Qtr 2			Qtr 1			Year			Qtr 4			Qtr 3			Qtr 2			Qtr 1
Reported Net income (loss)		$	245.4		$	(0.9)		$	73.3		$	140.7		$	32.3		$	238.4		$	27.5		$	80.0		$	123.5		$	7.4		$	173.4		$	(3.4)		$	57.3		$	124.0		$	(4.5)		$	245.4		$	(0.9)		$	73.3		$	140.7		$	32.3
Income tax (benefit) expense			67.7			(4.6)			22.9			44.8			4.6			56.1			2.7			19.1			36.8			(2.5)
Income tax expense (benefit)																																49.8			(5.0)			17.5			40.0			(2.7)			67.7			(4.6)			22.9			44.8			4.6
Interest expense, net			20.0			5.5			5.6			4.6			4.3			19.2			5.1			4.3			4.3			5.5			27.1			6.5			6.4			7.3			6.9			20.0			5.5			5.6			4.6			4.3
Depreciation & amortization			103.8			31.6			27.4			23.1			21.7			83.0			22.3			21.0			20.3			19.4			127.7			34.6			31.3			31.0			30.8			103.8			31.6			27.4			23.1			21.7
EBITDA			436.9			31.6			129.2			213.2			62.9			396.7			57.6			124.4			184.9			29.8			378.0			32.7			112.5			202.3			30.5			436.9			31.6			129.2			213.2			62.9
Stock-based compensation (a)			18.3			4.3			4.5			5.8			3.7			14.3			3.1			3.5			4.6			3.1			25.7			5.0			5.0			7.1			8.6			18.3			4.3			4.5			5.8			3.7
(Gain) loss on sale of assets (b)			(0.8)			0.2			(0.7)			(0.2)			(0.1)			(0.1)			0.2			(0.2)			(0.2)			0.1			(0.5)			(0.1)			(0.2)			0.2			(0.4)			(0.8)			0.2			(0.7)			(0.2)			(0.1)
Financing fees(c)			0.3			—			0.1			0.2			—			0.7			—			—			—			0.7			0.5			—			0.4			0.1			—			0.3			—			0.1			0.2			—
Acquisitions and other adjustments (d)			9.6			2.8			2.5			3.0			1.3			3.5			0.9			0.5			1.3			0.8			7.0			2.3			2.1			1.5			1.1			9.6			2.8			2.5			3.0			1.3
Adjusted EBITDA(e)		$	464.3		$	38.9		$	135.6		$	222.0		$	67.8		$	415.1		$	61.8		$	128.2		$	190.6		$	34.5		$	410.7		$	39.9		$	119.8		$	211.2		$	39.8		$	464.3		$	38.9		$	135.6		$	222.0		$	67.8