Jack Wyszomierski
SiteOne Landscape SupplyAbout Jack L. Wyszomierski
Independent director of SiteOne Landscape Supply since April 2016; age 69. Former public-company CFO with deep financial reporting and audit oversight experience; designated an Audit Committee Financial Expert at SiteOne. Educated at Carnegie Mellon University (M.S. in Industrial Administration; B.S. in Administration, Management Science and Economics). Currently serves on SiteOne’s Audit Committee and chairs the Nominating & Corporate Governance (N&CG) Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VWR International, LLC | Executive Vice President & Chief Financial Officer | 2004–2009 | Led finance at global lab supplies distributor; senior public-company CFO experience |
| Schering‑Plough Corporation | EVP & Chief Financial Officer; prior finance roles | CFO from 1996; at company 1982–2003 | Top-tier pharma CFO; extensive SEC reporting and capital markets experience |
| Joy Manufacturing Company | Capitalization Planning | n/a | Corporate finance and capital structure planning |
| Data Resources, Inc. | Management Consultant | n/a | Analytical and strategic advisory background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Exelixis, Inc. | Director | Current | Public company directorship |
| Xoma Royalty Corp. | Director | Current | Public company directorship |
| Unigene Laboratories, Inc. | Director | Former | Prior public company board experience |
| Athersys, Inc. | Director | Former | Prior public company board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Wyszomierski is independent under NYSE standards |
| Committee assignments | Audit Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Financial expert | Board designated him an “audit committee financial expert”; financially literate under NYSE rules |
| Attendance | 2024: each director attended all Board and applicable committee meetings; Board met 4x (3 in person). Committees: Audit 8x, HRC 5x, N&CG 4x |
| Lead director/board structure | Lead Independent Director role in place; independent committees; regular executive sessions |
| Overboarding limits | Outside directors limited to four other public boards; Audit Committee service capped at two other audit committees unless Board determines otherwise. Current Audit members (incl. Wyszomierski) do not sit on >2 other audit committees |
| Governance initiatives | N&CG charter expanded to oversee environmental stewardship & corporate responsibility; Board seeking to declassify (subject to shareholder approval) |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $118,270 |
| Equity (Grant‑date Fair Value) | $135,061 |
| Total | $253,331 |
Director fee policy (reference rates):
- Board annual cash retainer: $85,000; Lead Director: $35,000
- Committee retainers: Audit Chair $32,500; Audit member $12,500; HRC Chair $27,500; HRC member $10,000; N&CG Chair $22,500; N&CG member $7,500
Performance Compensation
| Equity Vehicle | Grant date | Quantity/Value | Vesting & Settlement |
|---|---|---|---|
| DSUs | May 7, 2024 | 865 units; $135,061 grant‑date fair value | Vest on earlier of first anniversary or day before next annual meeting; DSUs settle at earlier of end of Board service or change in control |
Notes:
- Non‑employee directors receive either DSUs or RSUs depending on compliance with ownership guidelines; Mr. Wyszomierski received DSUs in 2024 .
- Director equity is time‑based; no performance metrics apply to director awards .
Other Directorships & Interlocks
| Company | Current/Former | Potential Interlock/Conflict |
|---|---|---|
| Exelixis, Inc. | Current | None disclosed by SiteOne; independence affirmed |
| Xoma Royalty Corp. | Current | None disclosed by SiteOne; independence affirmed |
| Unigene Laboratories, Inc. | Former | None disclosed |
| Athersys, Inc. | Former | None disclosed |
Expertise & Qualifications
- Former public-company CFO; deep accounting, audit and SEC reporting expertise; designated Audit Committee Financial Expert at SiteOne .
- Governance leadership as N&CG Chair, including oversight of ESG/sustainability and board evaluations .
- Strategic and capital allocation background from VWR and Schering‑Plough .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (SITE common) | 16,809 shares; <1% of outstanding |
| DSUs/RSUs included | Includes 11,809 DSUs (and applicable director RSUs per footnote) in beneficial tally |
| Director ownership guideline | 5x annual cash retainer (non‑employee directors) |
| Compliance with guideline | All non‑employee directors currently in compliance |
| Hedging/pledging | Hedging and pledging prohibited; none of directors or executive officers have pledged SiteOne stock |
Governance Assessment
- Strengths: Independent director with CFO credentials; Audit Committee Financial Expert; Chair of N&CG; perfect attendance; active role in declassification and ESG oversight; no related‑party transactions reported in 2024; strong say‑on‑pay support (93%+ in 2024) indicating positive investor alignment .
- Alignment: Mix of cash and equity (DSUs) and robust director ownership guideline (5x retainer); anti‑hedging/pledging policy supports shareholder alignment .
- Overboarding/Workload: Serves on two outside public boards plus SiteOne; within SiteOne’s four‑board limit; does not exceed Audit Committee service limit .
- Succession risk: Mandatory retirement at 72; at age 69, potential medium‑term turnover consideration for board planning .
- Conflicts: None disclosed; Board has formal conflicts and related‑party review policies; 2024 had no related person transactions .