John Guthrie
About John Guthrie
John Guthrie is Executive Vice President, Chief Financial Officer and Assistant Secretary of SiteOne; age 59 as of April 2, 2025, and an executive officer since 2001 . He holds a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from the University of Chicago; prior roles include finance at Deere & Company and engineering/manufacturing at Commonwealth Edison and Turtle Wax . SiteOne’s executive pay emphasizes performance: 2024 short‑term bonus metrics weighted to Adjusted EBITDA (primary), Customer Performance and Organic Daily Sales Growth, with Guthrie’s 2024 payout at 25% of target vs. 71% in 2023, reflecting tougher operating conditions and disciplined target setting . Long‑term PSUs for the 2021–2023 cycle paid at 111.6% of target based on 3‑year EBTA CAGR of 33.0% (46.5th percentile vs. peers; 93%), positively modified by 3‑year average ROIC of 23.1% (+20%), evidencing alignment to profitable growth and asset efficiency . Shareholder support for executive compensation remained strong, with >93% say‑on‑pay approval at the 2024 meeting . On August 27, 2025, SiteOne announced Guthrie’s planned retirement effective January 1, 2026, with continued vesting under retirement criteria and a senior advisor role to ensure transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deere & Company | Finance positions | — | Built financial leadership experience prior to joining SiteOne |
| Commonwealth Edison | Engineering/manufacturing | — | Developed operations/engineering foundation |
| Turtle Wax | Engineering/manufacturing | — | Expanded manufacturing and process expertise |
External Roles
No external public company directorships disclosed for Guthrie in the proxy executive officer section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Rate ($) | — | $525,000 | $540,000 |
| Base Salary Increase (%) | — | — | 2.9% |
| Salary Earned ($) | $493,269 | $521,634 | $537,981 |
Performance Compensation
Short‑Term Annual Cash Incentive (STI) – Design and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Eligible Earnings ($) | $521,634 | $537,981 |
| Target % of Salary | 60% | 65% |
| Target Bonus ($) | $312,981 | $349,688 |
| Payout as % of Target | 71% | 25% |
| Actual Bonus Paid ($) | $221,590 | $87,976 |
| 2024 STI Performance Metrics | Weighting | Notes |
|---|---|---|
| Adjusted EBITDA (cap 250%) | 70% | Original target $470M; adjusted mid‑year for acquisitions |
| Customer Performance (NPS, Retention, Per‑Customer Value; cap 150%) | 5% | Three equally‑weighted components |
| Organic Daily Sales Growth (cap 150%) | 5% | Growth focus |
| Strategic Performance (cap 150%) | 20% | CFO achieved 100–125% across categories (Accounting/Shared Services/Internal Audit; FP&A & Performance Management; Employer of Choice) |
Long‑Term Incentives (LTI) – Grants and Metrics
| Grant Year | RSUs Awarded (#) | PSUs Target (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| 2023 | 1,673 | 1,673 | RSUs $249,879; PSUs $249,879; Options $253,851 |
| 2024 | 2,459 | 2,459 | $775,000 total targeted fair value (50% RSUs, 50% PSUs) |
| PSU Performance (Cycle) | Metric | Target/Peer Construct | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| 2021–2023 | Relative EBTA Growth | Percentile vs. peer group; 50th=100%, <25th=0%, >=75th=200% | EBTA CAGR 33.0%; 46.5th percentile; payout 93% | Settled May 2024; Guthrie earned 1,287 PSUs valued at $203,500 (at $158.12 close) |
| 2021–2023 | ROIC Modifier | Avg. ROIC modifies EBTA result: <12% −20%, 12–20% 0%, >20% +20% | 23.1% ROIC; +20% modifier; final payout 111.6% | As above |
| 2024–2026 | PSU Design | EBTA relative growth with ROIC modifier; 3‑year period 1/1/2024–1/3/2027 | Ongoing | Vest contingent on continued employment, subject to exceptions |
| 2025+ Change | PSU Weighting Update | Relative EBTA 70%; Absolute ROIC 30% (modifier removed) | Enhances accountability to asset efficiency | N/A |
| RSU/PSU Vesting References (executed during 2024) | Vest Date | Closing Price |
|---|---|---|
| RSU grants (various) | 2/5/2024; 2/17/2024; 2/11/2024; 2/10/2024; 2/9/2024 | $150.07; $165.53; $160.70; $160.70; $160.70 |
| PSUs (2022 grant) vested but unsettled at FY‑end | Target shares; subject to Committee certification | Valued at $133.71 (12/27/2024 close) |
Equity Realization in 2024
| Item | Shares | Value ($) |
|---|---|---|
| Options Exercised | 3,000 | $385,230 |
| Stock Awards Vested | 2,638 | $385,576 |
| PSUs (2022 grant) vested but unsettled | 1,300 | $173,823 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (3/14/2025) | 34,226 shares; less than 1% of outstanding (44,966,884) |
| Right to Acquire on/before 5/7/2025 | 18,282 shares via options/RSU vesting |
| Stock Ownership Guidelines | Covered Executives must hold ≥2x base salary; only directly held shares count; must retain 50% of after‑tax shares until guideline met; Guthrie complies |
| Anti‑Hedging/Pledging | Hedging/pledging prohibited; none of directors/executives have pledged SiteOne stock |
| Outstanding Equity (FY‑end 2023) | RSUs unvested: 1,673; market value $271,863; PSUs unearned: 1,673; payout value at target $271,863 |
| Options (FY‑end 2023 snapshot) | 3,514 unexercisable @ $149.36 exp. 2/9/2033; 3,112 unexercisable @ $179.40 exp. 2/10/2032; 1,989 unexercisable @ $166.15 exp. 2/11/2031; additional older tranches listed in proxy |
Employment Terms
Separation Benefit Agreements (entered November 2023)
| Scenario | Cash Severance | Bonus Treatment | COBRA Benefit | Timing/Conditions |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC) | 18 months of base salary | Prorated annual bonus for year of termination, based on actual results | 18 months at active rates (reimbursed monthly) | Salary/bonus/benefits due (Base Termination Compensation); release and restrictive covenants required |
| Termination without cause / for good reason (within 12 months after CIC) | 2x (base salary + target annual bonus) paid lump sum on 40th day | Prorated annual bonus for year of termination, based on actual results | 18 months at active rates | Base Termination Compensation; release and covenants required; “double‑trigger” structure |
| Termination for cause / voluntary w/o good reason | Base Termination Compensation only | — | — | — |
| Disability | Base Termination Compensation; 18 months medical/dental/vision at active rates | — | Included | — |
Definitions: “Cause” includes felony conviction, willful failure to perform duties, willful policy violation, material breach, or willful harmful conduct; notice/cure apply . “Good Reason” includes material reduction in base or incentive opportunity, material diminution in duties, 50+ mile relocation, or Company material breach; notice/cure apply .
Potential Payments (as of FY‑end)
| Component (as of 12/29/2024) | Without Cause/Good Reason (No CIC) | Without Cause/Good Reason (In connection with CIC) | Death/Disability | CIC (No Termination) |
|---|---|---|---|---|
| Severance Pay ($) | $806,971 | $1,775,337 | — | — |
| Employer‑Paid COBRA ($) | $35,918 | $35,918 | $35,918 | — |
| Equity Award Acceleration ($) | $627,635 | $1,348,332 | $1,054,571 | $1,348,332 |
| Total ($) | $1,470,524 | $3,159,587 | $1,090,489 | $1,348,332 |
| Component (as of 12/31/2023) | Without Cause/Good Reason (No CIC) | Without Cause/Good Reason (In connection with CIC) | Death/Disability | CIC (No Termination) |
|---|---|---|---|---|
| Severance Pay ($) | $782,452 | $1,669,230 | — | — |
| Employer‑Paid COBRA ($) | $33,052 | $33,052 | $33,052 | — |
| Equity Award Acceleration ($) | $724,032 | $1,402,742 | $1,151,083 | $1,402,742 |
| Total ($) | $1,539,536 | $3,105,024 | $1,184,135 | $1,402,742 |
Retirement/Succession: Guthrie will retire effective January 1, 2026 and, meeting retirement criteria, will receive continued vesting of outstanding equity awards per the 2025 proxy disclosure; he will serve as senior advisor to the CEO into fiscal 2026 to ensure smooth transition .
Investment Implications
- Pay‑for‑performance alignment: Guthrie’s 2024 STI paid 25% of target vs. 71% in 2023 as targets emphasized EBITDA recovery and disciplined growth; PSUs paid 111.6% for 2021–2023 driven by EBTA growth and strong ROIC, signaling incentive structures that reward profitable growth and asset efficiency .
- Low pledging/hedging risk and ownership discipline: Anti‑pledging and anti‑hedging policy in place, with no pledged shares among executives; Covered Executives must meet 2x salary ownership and are in compliance, supporting alignment and reducing forced‑sale risk .
- Potential near‑term selling pressure: Guthrie exercised 3,000 options in 2024 (realized $385,230) and had PSUs vested but unsettled (1,300 shares), which can add settlement‑related supply, though ownership retention rules mitigate wholesale disposals .
- Change‑of‑control economics: Double‑trigger severance of 2x salary+target bonus plus prorated actual bonus and equity acceleration provides security but is not excessive; outside CIC, 18‑month salary plus prorated bonus and benefits balance retention with shareholder protections .
- Transition risk manageable: Announced retirement with defined succession (new CFO effective 1/1/2026) and continued advisory role reduces execution risk; equity continues to vest under retirement criteria, lowering retention shock .