Fred Diaz
SiteOne Landscape SupplyAbout Fred M. Diaz
Fred M. Diaz (age 59) is an independent Class III director of SiteOne Landscape Supply, Inc., serving since August 2017; he currently sits on the Audit Committee and the Human Resources & Compensation Committee and is designated an “audit committee financial expert.” He is a National Association of Corporate Directors (NACD) Board Leadership Fellow, holds a B.A. from Texas Lutheran University and an MBA from Central Michigan University, and previously served as CEO/President roles at Mitsubishi Motors North America, Nissan (trucks/commercial vehicles), and Chrysler (Ram Truck; Chrysler de Mexico & Latin America) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsubishi Motors North America, Inc. | President, CEO & Chairman | Apr 2018 – Mar 2020 | Led North American operations |
| Nissan North America, Inc. | Division VP & GM, NA Trucks & Commercial Vehicles; earlier SVP Sales, Marketing & Operations | Prior to 2013 | Senior commercial leadership |
| Chrysler Corporation | President & CEO, Ram Truck; President & CEO, Chrysler de Mexico & Latin America; other executive roles | 24 years (prior to 2013) | Built Ram Truck brand; regional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archer Aviation Inc. | Director | Current | Not disclosed |
| Smith & Wesson Brands, Inc. | Director | Current | Not disclosed |
| Valero Energy Corporation | Director | Current | Not disclosed |
| NACD | Board Leadership Fellow | Current | Governance credential |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Diaz is independent under NYSE standards |
| SiteOne Committees | Audit; Human Resources & Compensation (not chair) |
| Audit Committee designation | Audit committee financial expert; financially literate |
| Meetings & Attendance (FY 2024) | Board: 4 meetings; Audit: 8; HR & Comp: 5; Diaz attended all meetings of Board/committees on which he served |
| Executive sessions | Independent directors met in executive session at each of the four quarterly Board meetings in 2024 |
| Lead Independent Director | Bill W. Douglas III (not Diaz) |
| Overboarding limits | Outside directors limited to four other public company boards; Diaz serves on three other boards (within policy) |
| Audit committee service limit | No more than two other public company audit committees unless Board approves; Diaz complies |
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Annual Board Cash Retainer (non-employee directors) | $85,000 policy |
| Committee Fees | Audit Chair $32,500; Audit member $12,500; HR & Compensation Chair $27,500; HR member $10,000; Nominating Chair $22,500; Nominating member $7,500 |
| Lead Director Fee | $35,000 (not applicable to Diaz) |
| Diaz 2024 Cash Paid | $105,770 (fees earned/paid in cash) |
| Director Compensation (FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,770 |
| Stock Awards (grant-date fair value) | $135,061 |
| Total | $240,831 |
Performance Compensation
Non-employee directors do not receive performance-based pay; equity is delivered via RSUs/DSUs with time-based vesting.
| Equity Award Terms (FY 2024 Grants) | Detail |
|---|---|
| Instrument | RSUs to Diaz (865 units) |
| Grant date | May 7, 2024 |
| Grant-date fair value | $135,061 |
| Vesting | Earlier of first anniversary of grant or the day before the next annual meeting; settlement per policy; directors meeting ownership guidelines receive RSUs; those not yet at guideline receive DSUs |
| Prior award vesting | 878 RSUs (May 2023 grant) vested and settled on May 7, 2024 (Diaz) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Archer Aviation; Smith & Wesson Brands; Valero Energy |
| Interlocks/potential conflicts with SiteOne | None disclosed; no related person transactions in FY 2024 |
| Consultant conflicts (Comp Committee) | FW Cook engaged; independence confirmed; no conflicts |
Expertise & Qualifications
- Skills matrix flags Diaz for Retail, Marketing & Branding, Manufacturing, Wholesale Distribution, and CEO/Former CEO experience .
- Designated Audit Committee financial expert, financially literate .
- NACD Board Leadership Fellow credential .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares Beneficially Owned (as of Mar 14, 2025) | 12,132; less than 1% |
| Components disclosed | 11,267 DSUs; 865 RSUs (director equity holdings) |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors currently compliant |
| Anti-hedging/pledging | Hedging and pledging prohibited; none of the directors have pledged SiteOne stock |
Governance Assessment
- Board effectiveness: Diaz adds multi-industry operating and commercial expertise and financial oversight capacity; 100% attendance supports engagement quality .
- Compensation oversight: As HR & Compensation member, he participated in program updates (e.g., 50% PSUs/50% RSUs for NEO LTIP; PSU design shift to include absolute ROIC weighting in 2025), aligning pay with performance and capital efficiency .
- Investor confidence signals: Strong say-on-pay support (93% in 2024); robust director ownership policy and anti-hedging/pledging reduce alignment risk .
- Conflicts/red flags: No related-party transactions; compliance with audit committee service limits; outside board count within SiteOne policy; no pledging; attendance and executive session practices are strong .
RED FLAGS: None disclosed specific to Diaz; monitor workload across three other public boards for potential time/attention constraints, though current policy thresholds are not breached .