Roy Dunbar
SiteOne Landscape SupplyAbout W. Roy Dunbar
Independent director of SiteOne since March 2017. Age 63. Former Chairman & CEO of Network Solutions (2008–2009), President of Global Technology & Operations at MasterCard (2004–2008), and 14 years at Eli Lilly including CIO and President of Intercontinental Operations. Education: BSc, Manchester University (UK); MBA, Manchester Business School. NACD Directorship 100 (2015); NACD Board Leadership Fellow. Currently serves on the boards of McKesson, Johnson Controls International plc, and Duke Energy; previously served on Humana, Lexmark International, and iGate .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Network Solutions | Chairman of the Board; Chief Executive Officer | Jan 2008 – Oct 2009 | Led technology/web services company through leadership transition |
| MasterCard Incorporated | President, Global Technology & Operations | Sep 2004 – Jan 2008 | Oversaw global tech and operations functions |
| Eli Lilly and Company | CIO; President, Intercontinental Operations | 14 years (dates not specified) | Global operations and IT leadership across geographies |
External Roles
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| McKesson Corporation | Director | Current | Public company directorship |
| Johnson Controls International plc | Director | Current | Public company directorship |
| Duke Energy Corporation | Director | Current | Public company directorship |
| Humana Inc. | Director | Prior | Public company directorship |
| Lexmark International | Director | Prior | Public company directorship |
| iGate | Director | Prior | Public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Dunbar is independent under NYSE standards . |
| Committee Assignments (2024 FY) | Human Resources & Compensation Committee (member); not a chair . |
| Committee Meetings Held (2024 FY) | Audit 8; HRC 5; Nominating & Corporate Governance 4 . |
| Attendance | Board held 4 meetings (3 in-person). Each director attended all Board and applicable committee meetings; all directors attended 2024 Annual Meeting . |
| Executive Sessions | Independent directors meet at each quarterly Board meeting; annual private session; Lead Director presides . |
| Lead Independent Director | William (Bill) W. Douglas III serves as Lead Director . |
| Overboarding Policy | No director may serve on more than four other public company boards; audit committee limit: no more than two other public company audit committees unless Board approves . |
| Mandatory Retirement | Directors retire at age 72 (with limited exceptions) . |
| Declassification Proposal | 2025 proxy seeks stockholder approval to declassify the Board . |
| Comp Committee Interlocks | None during FY2024 (Dunbar served on HRC; no interlocks reported) . |
| Related-Party Transactions | None in FY2024 . |
| Policies | Anti-hedging and anti-pledging for directors and officers; robust clawback (NYSE-compliant) . |
| Insider Trading Controls | Pre-clearance and broker coordination requirements for Section 16 insiders . |
Fixed Compensation
Non-Employee Director Compensation Policy (cash):
| Role | Annual Retainer ($) |
|---|---|
| Board – all non-employee directors | 85,000 |
| Lead Director | 35,000 |
| Audit Chair | 32,500 |
| Audit Member (non-chair) | 12,500 |
| HRC Chair | 27,500 |
| HRC Member (non-chair) | 10,000 |
| Nominating Chair | 22,500 |
| Nominating Member (non-chair) | 7,500 |
Actual Director Compensation – W. Roy Dunbar
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 88,200 | 93,270 |
| Stock Awards ($) | 130,000 | 135,061 |
| Total ($) | 218,200 | 228,331 |
Notes:
- Directors may elect to receive some/all cash retainers in DSUs or fully vested RSUs; DSUs are 409A-compliant; RSUs can be deferred at election .
Performance Compensation
Annual Equity Awards (non-employee directors):
| Policy Element | Detail |
|---|---|
| Target Grant Value | $135,000 grant date fair value, awarded at each annual meeting . |
| Instrument | DSUs or RSUs depending on director meeting ownership guidelines on grant date . |
| Vesting | Earlier of 1-year anniversary or day before next annual meeting; service-based . |
| Settlement | DSUs settle upon termination of service or change in control; RSUs settle at vest, termination, or change in control; RSU settlement may be deferred at election . |
| Proration | Pro rata vesting upon certain early terminations; full vesting upon death/disability/CIC . |
W. Roy Dunbar – FY2024 Grant Detail:
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Performance Conditions | Vesting/Settlement |
|---|---|---|---|---|---|
| May 7, 2024 | DSUs | 865 | 135,061 | None (time-based) | Vests earlier of 1 year or pre-AGM; settles at separation/CIC |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | McKesson; Johnson Controls International plc; Duke Energy . |
| Prior Public Company Boards | Humana; Lexmark International; iGate . |
| Interlocks | No compensation committee interlocks in FY2024 . |
Expertise & Qualifications
- Former CEO and senior operating executive (technology and global operations) with experience at Network Solutions, MasterCard, and Eli Lilly .
- Skills matrix highlights include eCommerce/Technology, Wholesale Distribution, and CEO/Former CEO experience, aligning with SITE’s distribution model and digital enablement priorities .
- NACD Board Leadership Fellow; NACD Directorship 100 (2015) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 9,360 shares; <1% of outstanding . |
| Director Equity Grant History (context) | 865 DSUs granted May 7, 2024 (value $135,061) . |
| DSUs Held (as of early 2024 per footnote) | 8,495 DSUs (immediately vested or vesting in 2024) . |
| Ownership Guidelines (Directors) | 5x annual cash retainer; DSUs count toward compliance . |
| Compliance Status | All non-employee directors are in compliance . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Governance Assessment
-
Strengths and investor-aligned signals:
- Independent director with 100% attendance at Board and committee meetings in FY2024; full attendance at 2024 annual meeting .
- Member of independent Human Resources & Compensation Committee; committee held 5 meetings in FY2024; advised by independent consultant FW Cook determined free of conflicts .
- Meaningful equity alignment: annual equity award ($135,061) exceeds cash fees ($93,270), reinforcing shareholder alignment; in full compliance with 5x retainer ownership requirement .
- Robust governance framework: anti-hedging/pledging, clawback policy, executive sessions with Lead Director, and no related-person transactions in FY2024; no compensation committee interlocks .
- Board considering declassification, which can enhance accountability to shareholders .
-
Potential risk indicators to monitor:
- Board service load: concurrently serves on three other public company boards (within SITE’s overboarding policy limit of ≤4 other public boards), but warrants ongoing monitoring for time demands; current SITE attendance is exemplary .
-
Compensation structure observations:
- Director equity is time-based DSUs/RSUs with one-year vesting; no performance metrics apply to director equity awards, consistent with market practice; elections available to take cash retainers in equity and to defer settlement, improving alignment and retention without creating pay-risk incentives .
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Policies that support investor confidence:
- Clear pre-clearance and reporting procedures for Section 16 insiders’ trading and a prohibition on pledging and hedging reduce misalignment risks .