SiteOne Landscape Supply, Inc DEF 14A, filed Mar 26, 2024

SiteOne Landscape Supply, Inc. (SITE)

DEF 14A 2024-03-26 For: 2024-05-07

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Added on June 12, 2026

About this DEF 14A

SiteOne Landscape Supply, Inc filed this DEF 14A on March 26, 2024.

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	NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
	Date and Time: Tuesday, May 7, 2024, at 9:00 a.m., Eastern Time
	Place: Atlanta Airport Marriott Gateway Hotel, 2020 Convention Center Concourse, Atlanta, Georgia 30337
	Record Date: March 8, 2024
	Business To Be Conducted:
	• Elect the three Class II nominees named in the accompanying Proxy Statement as Class II directors for a term expiring at the 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 29, 2024.
	• Hold a non-binding advisory vote to approve executive compensation.
	• Transact such other business as may properly come before the 2024 Annual Meeting of Stockholders or any reconvened or rescheduled meeting following any adjournment or postponement thereof.

	2023 HIGHLIGHTS					2
	GOVERNANCE
	PROPOSAL 1: ELECTION OF DIRECTORS					11
	NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS					12
	CORPORATE GOVERNANCE					17
	EXECUTIVE OFFICERS					26
	PROPOSAL 2: CHARTER AMENDMENT TO LIMIT THE LIABILITY OF CERTAIN OFFICERS					28
	AUDIT MATTERS
	PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					29
	AUDIT COMMITTEE MATTERS					31
	REPORT OF THE AUDIT COMMITTEE					32
	COMPENSATION
	PROPOSAL 4: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION					33
	COMPENSATION DISCUSSION AND ANALYSIS					34
	HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT					46
	ADDITIONAL EXECUTIVE COMPENSATION INFORMATION					47
	DIRECTOR COMPENSATION					55
	CEO PAY RATIO					57
	PAY VERSUS PERFORMANCE					57
	GENERAL INFORMATION
	STOCK OWNERSHIP					60
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					61
	2023 ANNUAL REPORT TO STOCKHOLDERS					62
	OTHER BUSINESS					62
	STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR AT THE 2025 ANNUAL MEETING					62
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING					63
	APPENDIX A: RECONCILIATION OF NON-GAAP MEASURES					A-1
	APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION					B-1

	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.

	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.

Board Refreshment*						Average Tenure (in years)*
50%			4 of 8 directors added since 2017			6.6			Average director tenure

					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 AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.


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

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

	Independent Committees			• All of our committees are composed solely of independent directors
	Empowered Lead Director			• Our independent directors elect our independent Lead Director • Our Lead Director has meaningful responsibilities including: — serving as liaison between independent directors and the Chairman; — chairing executive sessions of independent directors; and — consulting with the CEO on matters relating to management effectiveness and Board performance
	Board Leadership Evaluation and Succession Planning			• The Board annually evaluates the CEO’s performance • The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other executive officers
	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 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
	Sustainability Reporting			• We publicly disclose an annual IMPACT Report which demonstrates the impact that our Vision has on SiteOne’s stakeholder groups • IMPACT Report discloses to the framework recommendations of SASB and TCFD

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 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	✔	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

	What We Do
	✔			Double-trigger change-in-control cash severance benefits and long-term incentive equity benefits			✔			Broad clawback policy 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	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

Name			Position with SiteOne
Doug Black			Chairman and Chief Executive Officer
Judith (Judy) Sansone			Nominee for Director
Jack L. Wyszomierski			Director

Name			Principal Occupation and Other Information
Doug Black			Age: 59 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.

Name			Principal Occupation and Other Information
Fred M. Diaz			Age: 58 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 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: 62 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.

Name			Principal Occupation and Other Information
Larisa J. Drake			Age: 52 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 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.

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

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

				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

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.

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

	Net Sales			$4.30 billion, up 7% from 2022
	Customer Net Promoter Score			84.9, up from 78.9 in 2022
	Safety – Lost Time Incident Rate			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

	Advanced Drainage Systems, Inc. (NYSE: WMS)			MRC Global Inc. (NYSE: MRC)
	Applied Industrial Technologies, Inc. (NYSE: AIT)			MSC Industrial Direct Co., Inc. (NYSE: MSM)
	Beacon Roofing Supply, Inc. (NASDAQ: BECN)			Pool Corporation (NYSE: POOL)
	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)
	Installed Building Products, Inc. (NYSE: IBP)

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, and individual performance goals viewed as drivers of stockholder value
Long-Term Equity Incentives			• To align executive and stockholder interests, create “ownership culture,” promote retention 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

	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%

	Threshold(1)		Target(1)		Maximum(1)
Doug Black		62.5%		125%		275%
John Guthrie		30%		60%		132%
Briley Brisendine		30%		60%		132%
Scott Salmon		30%		60%		132%
Joseph Ketter		30%		60%		132%

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

	Level of Achievement(2)(3)
Adjusted EBITDA(1)	Beginning of Fiscal Year 2023			After Adjusting for Acquisitions Closed Before August 8, 2023			Payout as % of Target Opportunity
Threshold		$	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					$	415.2 million		58%

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

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

Name	Individual Performance Categories	Level of Achievement	Factors Supporting Level of Achievement
Doug Black	SiteOne Safety	150%	• Decrease in recordable incident rate, exceeding target decrease • Decrease in lost time incident rate, exceeding target decrease • Zero work-related fatalities • Enhanced field safety culture
	Diversity and Inclusion	100%	• Increased leader and overall diversity • Increased bilingual branches from 56% to 58%, short of 63% goal • Active ARGs, Diversity Council and other D&I programs
	Key Business Focus Areas	100%	• Strong progress with commercial and operational initiatives and building team
John Guthrie	Accounting and Internal Audit	100%	• Further improvements to AP process and supplier portal rollout • Enhanced Internal Audit process and reporting • Enhanced acquisition integrations
	FP&A and Performance Management	100%	• Improved forecasting and field support
	Diversity and Inclusion	100%	• Increased team leadership diversity • Support for ARGs, Diversity Council and other D&I programs
Briley Brisendine	SiteOne Safety	150%	• Decrease in recordable incident rate, exceeding target decrease • Decrease in lost time incident rate, exceeding target decrease • Zero work-related fatalities • Enhanced field safety culture
	Governance, Field Support and Risk Management	150%	• Excellent governance management • Publication of enhanced IMPACT Report • Responsiveness and support to field operations
	Real Estate and Construction	100%	• Solid progress with real estate and construction process and collaboration with field
Scott Salmon	Strategy and Investor Relations	125%	• Excellent investor relations support
	Acquisition Growth	100%	• Record acquired TTM revenue
	Acquisition Integration and Performance	75%	• Record number of integrations • Acquisition performance below target

	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

Name	Number of Options Awarded		Number of RSUs Awarded		Number of PSUs Awarded		Targeted Fair Value for All 2023 Awards
Doug Black		16,871		8,034		8,034		$	3,600,000
John Guthrie		3,514		1,673		1,673		$	750,000
Briley Brisendine		3,514		1,673		1,673		$	750,000
Scott Salmon		3,046		1,450		1,450		$	650,000
Joseph Ketter		2,811		1,339		1,339		$	600,000

Name	PSUs Awarded in February 2020		Number of PSUs Settled in May 2023(1)(2)		Value of Earned PSUs in May 2023(3)
Doug Black		6,641		13,282		$	1,966,931
John Guthrie		1,229		2,458		$	364,005
Briley Brisendine		1,475		2,950		$	436,866
Scott Salmon		1,229		2,458		$	364,005
Joseph Ketter		1,106		2,212		$	327,575

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

Name and Principal Position	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		2023		918,269		1,218,761		2,399,916		870,060		23,342		5,430,348
		2022		871,634		1,158,135		2,266,540		1,160,363		17,509		5,474,181
		2021		850,000		997,710		1,999,781		2,188,749		12,553		6,048,793
John Guthrie Executive Vice President, Chief Financial Officer		2023		521,634		253,851		499,759		221,590		14,053		1,510,887
		2022		493,269		238,443		466,440		335,176		13,038		1,546,366
		2021		442,308		191,191		383,142		554,530		12,452		1,583,623
Briley Brisendine Executive Vice President, General Counsel and Secretary		2023		487,308		253,851		499,759		228,937		14,029		1,483,884
		2022		466,635		238,443		466,440		317,078		12,994		1,501,590
		2021		442,692		207,816		416,372		560,814		12,454		1,640,148
Scott Salmon Executive Vice President, Strategy and Development		2023		437,308		220,043		433,144		184,128		23,560		1,298,183
		2022		417,308		204,363		399,704		274,171		13,824		1,309,370
		2021		377,019		182,878		366,527		470,801		12,334		1,409,559
Joseph Ketter Executive Vice President, Human Resources		2023		382,981		203,067		399,986		168,435		13,851		1,168,320
		2022		367,307		187,295		366,334		244,076		12,825		1,177,837
		2021		348,462		157,940		316,350		436,166		12,293		1,271,211

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)
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)
Doug Black		—		573,918		1,147,836		2,525,240		—		—		—		—		—		—		—
		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
John Guthrie		—		156,490		312,981		688,557		—		—		—		—		—		—		—
		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
Briley Brisendine		—		146,192		292,385		643,246		—		—		—		—		—		—		—
		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
Scott Salmon		—		131,192		262,385		577,246		—		—		—		—		—		—		—
		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
Joseph Ketter		—		114,894		229,789		505,535		—		—		—		—		—		—		—
		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

			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				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)
Doug Black		121,960		16,561,959		13,547		2,129,372
John Guthrie		3,000		355,230		2,619		411,376
Briley Brisendine		—		—		2,805		441,049
Scott Salmon		—		—		3,065		458,987
Joseph Ketter		—		—		2,085		327,842