Doug Black
SiteOne Landscape SupplyAbout Doug Black
Doug Black is Chairman and Chief Executive Officer of SiteOne Landscape Supply, serving as CEO since April 2014 and Chairman since June 2017; he has been a director since April 2016 and is age 60 . He holds an MBA from Duke University’s Fuqua School of Business and a BS in Mathematical Science/Civil Engineering from West Point, with prior roles at Oldcastle (CRH) and McKinsey . Operational performance under his tenure shows: 2024 net sales of $4.54B (+6% YoY) and Adjusted EBITDA of $378.2M (-8% YoY) ; five-year TSR rose to $147.81 from a $100 base (2019–2024) ; EBTA growth used in PSU cycles delivered 50.2% CAGR in the 2020–2022 cycle (200% payout) and 33.0% in the 2021–2023 cycle (final payout 111.6% after ROIC modifier) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oldcastle Inc. (CRH) | President & COO; CEO of Oldcastle Architectural; COO/CEO Oldcastle Materials | ~18 years (pre-2014) | Led entry into building products distribution; senior leadership across manufacturing and distribution |
| McKinsey & Company | Engagement Manager (strategy, sales effectiveness, plant improvement) | 1992–1994+ | Projects across telecom, airline, lumber, paper, packaging industries |
| U.S. Army | Engineer Officer | 1986–1990 | Construction projects across SE U.S., Central and South America |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | The Chairman & CEO currently does not serve on other public company boards . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 871,634 | 918,269 | 946,635 |
| Option Awards Grant-Date FV ($) | 1,158,135 | 1,218,761 | 0 |
| Stock Awards Grant-Date FV ($) | 2,266,540 | 2,399,916 | 3,899,858 |
| Non-Equity Incentive (Annual Bonus) ($) | 1,160,363 | 870,060 | 231,334 |
| All Other Compensation ($) | 17,509 | 23,342 | 20,730 |
| Total Compensation ($) | 5,474,181 | 5,430,348 | 5,098,557 |
Performance Compensation
- 2024 LTIP award mix: 50% PSUs and 50% RSUs; for 2025 PSUs are 70% relative EBTA and 30% absolute ROIC (modifier replaced by explicit weighting) .
- 2021 PSU cycle payout certified at 111.6% based on 33.0% three-year EBTA CAGR (46.5th percentile vs peer group) and 23.1% average ROIC (120% modifier) .
| 2024 Annual Incentive Component | Weighting | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 70% | 429 | 480 | 620 | 376.6 | 0% |
| Customer Performance (NPS / Retention / Per-Customer Value) | 5% (NPS); 5% (Retention); 5% (Per-Customer Value) | NPS: 78; Retention: 1.25; PCV: 1.25 | NPS: 83; Retention: 1.75; PCV: 1.75 | NPS: 88; Retention: 2.25; PCV: 2.25 | NPS: 85.2; Retention: 1.20; PCV: 1.12 | 41% combined |
| Organic Daily Sales Growth (%) | 5% | 0 | 5 | 7 | -1 | 0% |
| Strategic Performance (CEO) | 20% | — | — | — | Safety 75%; Employer of Choice 100%; Key Focus 100% | Included in total result |
| 2024 PSUs – Design | Metric | Weighting | Performance/Modifier | Payout Range |
|---|---|---|---|---|
| Relative EBTA Growth vs peer group | EBTA Growth Percentile | 100% in 2024 grant; 70% in 2025 grant | <25th: 0%; 25th: 50%; 50th: 100%; ≥75th: 200% (cap 100% if absolute EBTA negative) | 0%–200% |
| ROIC | 3-year Avg ROIC | Modifier in 2024; 30% independent metric in 2025 | <12%: -20%; 12–20%: 0%; >20%: +20% | ±20% modifier (2024) |
| 2024 Equity Grants (Grant Date 2/7/2024) | RSUs (#) | PSUs Target (#) | Total Targeted FV ($) |
|---|---|---|---|
| Doug Black | 12,375 | 12,375 | 3,900,000 |
| Vesting and Realizations | Detail | Date/Period | Value/Count |
|---|---|---|---|
| RSU vesting cadence | 4 equal annual installments beginning 2/7/2025 | 2025–2028 | — |
| PSU performance period (2024 grant) | 3-year (1/1/2024–1/3/2027) | 2024–2026 | — |
| 2024 option exercises (value realized) | Shares exercised; value realized | 2024 | 50,000; $5,886,750 |
| 2024 stock vested (shares; value realized) | RSUs/PSUs vest; PSU target added for 2022 cycle | 2024 | 13,071; $1,912,368; plus estimated 6,317 PSUs at $133.71 ($844,646) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 780,570 shares; 1.7% of outstanding (44,966,884 shares) |
| Stock ownership guidelines | CEO must hold ≥6x base salary; unexercised options, unvested RSUs/PSUs excluded; CEO is in compliance |
| Hedging/pledging | Directors and executives prohibited from hedging, pledging or short sales; none have pledged SiteOne stock |
| Outstanding unvested awards (12/29/2024) | RSUs unvested: 12,375; PSUs unearned: 12,375 |
| Options outstanding (selected grants) | 2023 grant: 4,218 exercisable / 12,653 unexercisable @ $149.36 exp. 2/9/2033; 2022 grant: 10,076 exercisable / 10,076 unexercisable @ $179.40 exp. 2/10/2032; 2021 grant: 15,573 exercisable / 5,191 unexercisable @ $166.15 exp. 2/11/2031 |
Employment Terms
- Separation Benefits Agreement (Nov 2023) replaced prior CEO employment agreement; severance outside CIC: 18 months base salary, prorated actual annual bonus, and 18 months COBRA at employee rates; Doug Black also receives his target annual bonus in addition to the above .
- CIC severance (within 12 months post-CIC): 2x base salary plus target bonus (lump sum on day 40), prorated actual bonus, and 18 months COBRA at employee rates; double-trigger equity and cash protections apply .
- Equity vesting on termination/retirement: accelerated for death/disability; pro-rata PSU vesting; retirement “Rule of 65” continues RSU/option vesting post-departure; PSU vesting pro-rated by year of retirement .
- Clawbacks: NYSE/SEC restatement clawback plus broader discretionary clawback for fraud, misconduct or illegal activity; no excise tax gross-ups on CIC .
Board Governance
- Dual roles: Doug Black serves as combined Chairman and CEO; Board maintains an empowered independent Lead Director (Bill Douglas) who approves agendas and chairs executive sessions; independent directors met in executive session at each quarterly meeting in 2024 .
- Independence and committees: 7 of 8 directors are independent; all committees are fully independent; Doug Black is not on any Board committee .
- Attendance: all directors attended all Board and committee meetings in 2024; four Board meetings held (three in person) .
- Declassification proposal: Board seeks stockholder approval to declassify over three years; after full declassification, directors can be removed with or without cause by majority vote .
Director Compensation (Context for dual roles)
- Non-employee director annual cash retainer $85,000; Lead Director $35,000; committee chair/member fees per policy; annual equity $135,000 (DSUs/RSUs, with stock ownership guideline of 5x cash retainer) .
Compensation Structure Analysis
- Mix shift to more at-risk equity: LTIP moved to 50% PSUs, 50% RSUs in 2024; PSUs reweighted in 2025 to add standalone ROIC accountability (30%) .
- Performance tightening: 2024 Adjusted EBITDA target set at $480M post-acquisition adjustments; EBITDA miss drove 0% payout on the primary metric; overall CEO bonus paid 20% of target, reflecting disciplined downside .
- Peer benchmarking: FW Cook engaged; target total compensation near 50th percentile; peer group expanded to include Core & Main (CNM) in 2024 review .
- Say-on-pay support: >93% approval at 2024 Annual Meeting, consistent with strong historical support .
Related Party Transactions and Red Flags
- Related party transactions: none in 2024 .
- Anti-hedging/pledging and clawbacks reduce misalignment and risk; no “poison pill” in place .
- Leadership succession processes documented; CFO retirement in 2025 with planned successor indicates continuity; press release quotes from Doug Black emphasize stable transition .
Investment Implications
- Pay-for-performance rigor: The zero payout on EBITDA and low overall bonus in 2024 indicate strong downside discipline; increased PSU weighting and explicit ROIC metric in 2025 should deepen capital efficiency focus .
- Alignment and retention: High personal ownership (1.7%), strict 6x salary ownership guideline, and anti-pledging policy support alignment and lower selling pressure; however, sizeable option exercises in 2024 realized $5.89M, which may periodically add supply depending on disposition strategies .
- Transaction protection: Double-trigger CIC severance (2x salary+target bonus) and equity treatment are standard and unlikely to impede strategic options; Rule of 65 and retirement accommodations facilitate orderly transitions while keeping PSU performance intact .
- Governance mitigants: Combined Chair/CEO model is offset by a strong Lead Director and regular executive sessions; ongoing declassification increases annual accountability by 2028 .