Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Performance Unit Awards

Effective February 9, 2023, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of SiteOne Landscape Supply, Inc. (the "Company") granted performance stock units ("PSUs") under the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan") to certain of the Company's officers, including certain named executive officers. The PSUs will be earned based upon the Company's performance, over a three-year period, measured by the Company's pre-tax income plus amortization ("EBTA") growth relative to a select peer group (excluding non-recurring items), subject to adjustment based upon the application of a return on invested capital ("ROIC") modifier, as set forth below. The "Performance Cycle" for the awards is a three-year period commencing January 2, 2023 and ending December 28, 2025. Vesting of PSUs is contingent upon each named executive's continued employment, subject to certain exceptions as set forth in the PSU award agreement.

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





Performance   Relative EBTA   % Target Performance   Avg.   Modifier to PSUs Earned
   Level         Growth        Award      Level      ROIC   based on Relative EBTA
                                                                    Growth*
  Maximum   >=75th percentile   200%   Above Target  >20%            +20%
  Target     50th percentile    100%      Target    12%-20%           0%
 Threshold   25th percentile    50%    Below Target  <12%            -20%

• Payout on EBTA growth performance capped at 100% of target if Company's


   absolute EBTA growth is negative.

• Payout for performance between levels noted above will be determined using


   straight-line interpolation.

• Total payout is capped at 200% of target.

The table below sets forth the number of PSUs awarded to the Company's named executive officers by the Committee:





Executive / Title                                                    Number of
                                                                    PSUs Awarded
Doug Black, Chief Executive Officer                                    8,034
Briley Brisendine, Executive Vice President, General Counsel and       1,673
Secretary
John Guthrie, Executive Vice President, Chief Financial Officer and    1,673
Assistant Secretary
Scott Salmon, Executive Vice President, Strategy and Development       1,450
Joseph Ketter, Executive Vice President, Human Resources               1,339

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description



  10.1        Form of Performance Stock Unit Award Agreement under the SiteOne
            Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

© Edgar Online, source Glimpses