Sector: Industrials
SITEONE LANDSCAPE SUPPLY INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Douglas has served since April 2016, giving him full overlap with the 3-year underperformance period; SITE's stock declined 5.3% over three years while the XLI industrials fund gained 69%, a gap of 74.3 percentage points that far exceeds the 30-point trigger threshold for negative absolute TSR, and the 5-year check (SITE down 28.3% vs. XLI's longer-term gains) confirms this is sustained underperformance rather than a temporary trough, so no mitigant applies.
Ms. Isbell has served since October 2016, giving her full overlap with the 3-year underperformance period; SITE's stock declined 5.3% over three years while the XLI industrials fund gained 69%, a gap of 74.3 percentage points that far exceeds the 30-point trigger threshold for negative absolute TSR, and the 5-year check (SITE down 28.3%) confirms sustained underperformance with no mitigating long-term track record, so the AGAINST vote stands.
For Analysis
Both nominees — Lead Director Bill Douglas and Compensation Committee Chair Jeri Isbell — have served since 2016 and bear full accountability for a period in which SITE's stock declined roughly 5% while the XLI industrials ETF (the applicable sector benchmark) rose 69%, a gap of more than 74 percentage points. This exceeds the 30-point trigger threshold that applies when absolute 3-year stock performance is negative. The 5-year picture is equally poor (SITE down 28%), confirming there is no longer-term track record of adequate performance that would allow a downgrade of the AGAINST vote. Both directors are voted AGAINST.
CEO
Doug Black
Total Comp
$6,177,856
Prior Support
99%+%
CEO Doug Black's total compensation of approximately $6.2 million is within a reasonable range for a CEO of a $5.6 billion industrials distributor, and the pay program is predominantly variable — roughly 84% of his target direct compensation comes from at-risk short-term bonuses and long-term equity, well above the 50-60% minimum required by policy. Importantly, the incentive plan demonstrated real pay-for-performance discipline: the 2022 performance stock awards paid out at 0% of target after earnings growth ranked at the 6th percentile of peers, and 2025 annual bonuses paid out at only 81% of target reflecting below-target results, so above-benchmark variable pay was not awarded despite poor shareholder outcomes. The program includes meaningful performance conditions (relative earnings growth, return on invested capital, organic sales growth), a robust clawback policy, and received 99%+ shareholder support last year, leaving no basis for a negative vote.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,860,000
Non-Audit Fees
$193,391
Non-audit fees (audit-related fees of $186,000 plus all other fees of $7,391, totaling approximately $193,391) represent about 10% of core audit fees of $1,860,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a $5.6B market-cap company; and no material restatements or other disqualifying factors are evident, though exact tenure years are not disclosed in the filing (no trigger fires without confirmed data).
The 2026 SiteOne annual meeting presents three proposals; the Say on Pay and auditor ratification votes are supportable given a well-structured pay program with genuine pay-for-performance outcomes and clean audit fee ratios, but both director nominees up for election this year — Lead Director Bill Douglas and Compensation Committee Chair Jeri Isbell — should receive AGAINST votes because the company's stock has significantly underperformed the XLI industrials ETF over both three and five years during their tenures. Shareholders should be aware that the broader board (six continuing directors not on this year's ballot) also has full tenure overlap with this underperformance period, which will be relevant in future years as the board's declassification phase-in brings more seats to an annual vote.
