Bill Douglas

About Bill Douglas

William (Bill) W. Douglas III is SiteOne’s Lead Independent Director and Audit Committee Chair. Age 64, he has served on SiteOne’s board since April 2016 and is designated an “independent” director under NYSE rules. Douglas holds an accounting degree from the University of Georgia and brings extensive CFO, supply chain, M&A, and financial reporting expertise from Coca-Cola Enterprises and Coca-Cola HBC .

Past Roles

External Roles

Board Governance

• Independence: Board determined Douglas is independent; 88% of the board (7 of 8) is independent .
• Lead Director: As Lead Director, Douglas acts as liaison to the Chair/CEO, approves agendas and materials, chairs executive sessions, and can call meetings of independent directors; available for direct stockholder communication .
• Committee assignments and meetings (FY2024):

• Attendance: All directors attended 100% of Board and applicable committee meetings in FY2024; all attended the 2024 annual meeting .

Fixed Compensation

• FY2025 Director Cash Policy:
  • Annual Board retainer: $85,000
  • Lead Director retainer: +$35,000
  • Committee fees: Audit Chair $32,500; Audit member $12,500; HR&C Chair $27,500; HR&C member $10,000; Nominating Chair $22,500; Nominating member $7,500 .
• Historical structure:
  • FY2024: Board retainer $80,000; equity $130,000 (DSUs/RSUs) .
  • FY2022: Board retainer $75,000; equity $115,000 (DSUs) .

Performance Compensation

• Director equity design (non-employee directors):
  • FY2025: Annual equity $135,000 in DSUs or RSUs (depending on meeting ownership guidelines). DSUs/RSUs vest at the earlier of one year from grant or prior to the next annual director election meeting; pro-rata vesting on resignation/removal; full vest on death, disability, or change-in-control. DSUs settle at termination or change-in-control; RSUs settle at vest, termination, change-in-control, or can be deferred to a specified date .
  • No performance metrics apply to director equity; awards are time-based vesting only .

Other Directorships & Interlocks

• Current public boards: Coca-Cola Hellenic, Monster Beverage, Dollar Tree .
• Overboarding controls: Outside directors limited to four other public company boards; Douglas serves on three other boards, compliant with policy .
• Audit committee service limits: Audit members should not serve on >2 other public company audit committees; Board confirms Audit members (including Douglas) do not exceed this limit .
• Conflicts oversight: Directors must promptly disclose conflicts, recuse from matters with personal conflicts; related-party transactions governed by policy .

Expertise & Qualifications

• Skills matrix identifies Douglas with finance/former CFO, manufacturing, wholesale distribution, marketing/branding experience .
• Designated Audit Committee Financial Expert; financially literate under NYSE rules .

Equity Ownership

• Director stock ownership guideline: 5x annual cash retainer; all non-employee directors comply .
• Anti-hedging/pledging: Directors prohibited from hedging or pledging; none have pledged SiteOne stock .

Governance Assessment

• Strengths:

  • Independent Lead Director with robust responsibilities enhances board effectiveness and independent oversight .
  • Audit Chair and financial expert designation supports high-quality financial oversight; Audit Committee active (8 meetings in 2024) .
  • Consistent full attendance signals strong engagement .
  • Ownership alignment via 5x retainer guideline and annual equity; compliance affirmed .
  • Anti-hedging/pledging policy; no pledges reported, reducing alignment risks .
  • Say-on-pay support historically strong (>93%), indicating positive investor sentiment toward compensation governance .
  • Board declassification initiative increases annual accountability to stockholders over next three years .

• Watch items:

  • Multiple external directorships: Douglas serves on three other public boards; within policy limits but warrants monitoring for time commitments (mitigated by attendance record and policy constraints) .
  • Director equity is time-based (no performance metrics), a common market practice; mitigated by ownership guidelines and clawback framework at the company level .

Overall, Douglas’s profile—independent Lead Director, Audit Chair/financial expert, impeccable attendance, and adherence to ownership and anti-hedging policies—supports investor confidence in SiteOne’s board oversight and governance quality .