1、2022 ANNUALREPORTNOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS,PROXY STATEMENT,&Howard L.LanceChairman of the Board of DirectorsSummit Materials,Inc.ANNUAL REPORTLETTER FROM THE CHAIRMANTo Our Valued Stakeholders:In 2022,Summit Materials had the opportunity to put its Elevate Strategy to the test.De
2、spite unrelenting cost headwinds,supply chain constraints,and volatile market conditions,which were not particularly unique to Summit,the Company set annual records for operating income,net income,and pricing growth across all lines of business,strengthened the balance sheet,and took actions that we
3、re in the best interest of our stakeholders.From a governance perspective,we recognize that organizational resiliency and agility are essential for strategic execution.Through the?strengthened its balance sheet while improving its quality of earnings?In early 2022,it became clear that the value of S
4、ummits stock?to authorize a$250 million share repurchase program,and Summit returned over$100 million to shareholders by year end.The Company?investments in high return organic and inorganic opportunities and then looks to opportunistically return capital to shareholders.As a Board,we take pride in
5、our effort to uphold governance best practices.This includes:?shareholders in 2021)56%of Board members are female?and no over-boarded directors Amended Corporate Governance Guidelines and Governance?In addition to our traditional board risk management responsibilities,we believe it is equally import
6、ant that we demonstrate oversight of emerging critical matters such as diversity,equity and inclusion,talent acquisition,social responsibility,sustainability,cyber risk,and environmental impacts.In 2022,Summit disclosed its strategies to reduce water,fuel,and waste consumption,to increase our use of
7、 renewable power as well as to address,and ultimately eliminate,our carbon emissions to achieve net zero by 2050.We believe that notching consistent,regular progress towards reducing our impacts and addressing climate change will be essential to building sustainable competitive advantage.We were rec
8、ognized in that effort by receiving an?of global issuers.?important steps in 2022 to build a stronger business and position itself for long term success in alignment with stakeholders.We thank you for your continued support,and look forward to continued momentum.Sincerely,Anne P.NoonanChief Executiv
9、e OfficerSummit Materials,Inc.*This is a non-GAAP measure,please see the reconciliations at the back of this report.ANNUAL REPORTLETTER FROM THE CEOTo Our Valued Stakeholders:2022 presented both opportunities and challenges for Summit Materials,and our team persevered to deliver tremendous strategic
10、 progress throughout the year.I am proud that,despite challenging macro conditions,in 2022 Summit Materials effectively completed our divestiture program,further fortified our balance sheet,set an Elevate Summit high water mark for ROIC,returned over$100 million to shareholders,and delivered record
11、organic pricing growth across all lines of business.Thanks to our teams dedicated focus on our Elevate Summit strategy,we navigated dynamic market conditions and delivered admirable financial results consistent with the expectations we previously laid out.Achieving solid Adjusted EBITDA growth on a
12、pro forma basis in the midst of historic cost inflation represents very strong operating performance and provides substantial momentum heading into 2023.Specifically,we delivered:All-time records for recordable and lost time incident rates,notching progress in our journey to Zero Harm Strong net rev
13、enue gains in our aggregates,ready-mix concrete,and cement lines of business Net income attributable to Summit of$272.1 million,adjusted cash gross profit of$649.3 million,adjusted EBITDA of$491.5 million and free cash flow of$32.7 million*Improved quality of earnings to 70%materials contribution to
14、 Adjusted EBITDA,up from 63%in 2020 A return on invested capital(ROIC)of 9.1%,up from 8%in 2020*The lowest debt ratio in the Company history at 2.1X net debt to Adjusted EBITDA1 at year end,down from 3.2x in 2020*As we look to 2023,we will leverage Summits organizational agility to mitigate risk and
15、 capitalize on all market opportunities available to us from a position of strength.We have built a talented,high-performance organization that is more capable than ever to navigate ambiguity,seize opportunities,and deliver on our commitments.Enhancing our bench strength with succession planning and
16、 employee development throughout the organization is a priority to ensure the sustainability of the organization.We will leverage a stronger,more resilient,portfolio and our balance sheet firepower to drive towards Summits strategic and financial goals.Summits resiliency is deeply rooted in our core
17、 values of safety,sustainability,integrity,and inclusivity.In 2022,we published our 2030 and 2050 emissions targets with the ultimate goal to achieve net zero by 2050.We achieved MSCIs highest ESG rating of AAA,placing us in the top 4%of global issuers.In 2023,we are building on that momentum with a
18、n enhanced diversity,equity and inclusion strategy,expanded front line leadership development programs,increasing our use of alternative fuels at our cement plants,as well as optimized safety coaching,fuel consumption monitoring and emissions impact reporting across our fleet.Our success and bright
19、outlook are a function of team effort.I want to thank every team member at Summit Materials for your phenomenal work ethic,focus on results,loyalty,and commitment to our Company.To our teammates who operate our quarries,cement plants,ready mix and asphalt operations,our drivers who deliver ready mix
20、 concrete to our communities and our construction crews who pave our roads,thank you.Our Summit teammates are often working from before sunup to after sunset every day to fulfill our mission to lay the foundation that connects our communities to builds a better tomorrow.In that same spirit,I wish to
21、 thank our Board of Directors for their counsel and to express our gratitude to all of our stakeholders,including our investors and customers,for your commitment and support.Sincerely,51824 Merrill_A467035_Summit-2022 Annual Report-DP_INSERT.indd 151824 Merrill_A467035_Summit-2022 Annual Report-DP_I
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24、:48 PMNOTICE OF 2023 ANNUALMEETING OF STOCKHOLDERSTO BE HELD ON THURSDAY,MAY 25,2023The 2023 Annual Meeting of Stockholders(the“Annual Meeting”)of Summit Materials,Inc.(“Summit Materials”or the“Company”)will be held at 8:00 a.m.,Mountain Time,on Thursday,May 25,2023,at The Grand America Hotel,555 So
25、uth Main Street,SaltLake City,Utah 84111.The Annual Meeting is being held for the following purposes:1To elect the six nominees for director,named in the attached Proxy Statement(the“Proxy Statement”)to serve until the2024 Annual Meeting of Stockholders and until their respective successors are elec
26、ted and qualified;2To approve,on a nonbinding advisory basis,the compensation of our named executive officers(“NEOs”),as disclosed inthe Proxy Statement;3To ratify the appointment of KPMG LLP(“KPMG”)as our independent registered public accounting firm for our fiscal yearending December 30,2023;and4T
27、o transact such other business as may properly come before the Annual Meeting or any adjournment or postponementthereof.The Board recommends you vote(i)“FOR”the election of each of the nominees to the Board;(ii)“FOR”the approval,on anonbinding advisory basis,of the compensation of our NEOs,as disclo
28、sed in the Proxy Statement;and(iii)“FOR”the ratification ofthe appointment of KPMG as our independent registered public accounting firm.The Board has fixed March 27,2023 as the record date for determining stockholders entitled to receive notice of,and to vote at,theAnnual Meeting or any adjournment
29、or postponement thereof.Only stockholders of record at the close of business on that datewill be entitled to notice of,and to vote at,the Annual Meeting.This Notice of 2023 Annual Meeting of Stockholders,Proxy Statementand form of proxy are being distributed and made available on or about April 10,2
30、023.As always,we encourage you to vote yourshares prior to the Annual Meeting.By Order of the Board of DirectorsChristopher B.GaskillExecutive Vice President,Chief Legal Officer and SecretaryDenver,ColoradoApril 10,2023(This page has been left blank intentionally.)SUMMIT MATERIALSAT A GLANCEWHO WE A
31、RESummit Materials is an integrated supplier of heavy-side construction materials includingaggregates,cement,ready-mix concrete,and asphalt,as well as paving services.We are vertically integrated and we offer our customers a single-source provider for constructionmaterials and related downstream pro
32、ducts.Our operations benefit from Summits access to capital,IT resources,performance optimization practices and a highly-experienced management team.We believe this model allows us to realize the benefits of locally invested operators with the expertiseand economies of scale of a larger entity.We pr
33、ovide approximately 4,800 jobs,and we believe our people are our greatest asset.Wesupport our employees with:Health and wellness programsTraining and development programs with broad participation throughout all levels of the CompanyAn excellent safety track recordAn Employee Stock Purchase Program a
34、nd Optional 401(k)and retirement plansRobust community engagement including support for local STEM education projectsWe value diversity,equity,and inclusion(“DEI”):28%of our workforce identifies as non-white56%of our Board of Directors is female and 40%of our executive officers are female,including
35、our Chief ExecutiveOfficerWe have made conscious strides to address DEI within our businessOur geographic and end-user diversification and integration help us withstand marketcycles:We operate in 22 states and one Canadian provinceOur end market base is roughly 35%public infrastructure-related and a
36、pproximately 65%residential and non-residential(based on net revenues)We focus on sustainability and community involvement to secure a stable and profitablefuture:At Summit,we recognize that robust environmental and social performance is not only the right thing to do but that it iskey to achieving
37、our vision to be the most socially responsible integrated construction materials solution provider.To guideus to our vision,our North Star principles were developed through a company-wide strategic assessment.Those principlesinclude:Human/Social Impact:Ensuring people and their communities are value
38、d and can thrive.Land Reclamation:Measuring every drop of water we consume in water stressed areas and returning land betterthan when we found it.Carbon Reduction:Reducing CO2emissions to reach net zero by 2050.Environmental programs support sustainability and profitability:We have established both
39、2030 and 2050 targets for each of the North Star Pillars.Target setting was completed hand-in-hand with the development of our Elevate strategy.We embedded ESG targets in the planning process toensure business decisions are made with sustainability considerations in mind.Further details for each tar
40、get arefound within our 2022 ESG Report.Recycled more than 185,000 tons of concrete and more than 12,800 tons of recycled materials including metals,plastics,paper,cardboard and mixed recycling in 2022.Recycled asphalt accounted for 12%of total tons produced in 2022.On average,38.2%of our cement pla
41、nts energy came from alternative fuel in 2022.This equates to the amount ofpower that an estimated 9,685 American homes use in one year.1Both of our cement plants have converted to Portland Limestone Cement(PLC).This conversion to lower carbonemitting cement equaled approximately 133,875 tons of CO2
42、savings,the equivalent of taking 29,103 typical passengercars off the road.2We remain focused on exploring new,innovative ways in which we can meaningfully reduce the environmental impactwhere we operate and are wholly in support of achieving carbon neutrality by 2050:Continuing to expand our Green
43、America Recycling facility to increase our use of alternative fuels.Commercializing Portland Limestone Cement(“PLC”),a cement that requires less emissions to produce.Piloting next generation low carbon concrete.Evaluating long term solutions for fleet electrification and diesel to line power convers
44、ion.Leveraging safety,fuel and emissions monitoring data from our vehicles to reduce impacts.We provide free Earth Sciences lesson plans that meet Rocks and Minerals Curriculum standards in North America.Our employees volunteered in several charity initiatives within their communities through compan
45、y sponsored engagement,with organizations such as United Way and Feeding America.Our vendor code of conduct,human rights,and environmental policies govern our interactions with our stakeholders.Our sustainability website(summit- our sustainability report,which aligns with theSustainability Accountin
46、g Standards Board(SASB)Construction Materials Standard,and further describes our deepcommitment to the environment and the communities in which we operate.1According to the U.S.Energy Information Administration,in 2021,the average annual electricity consumption for a U.S.residential utility customer
47、 was 10,632kilowatt hours(kWh),an average of about 886 kWh per month.https:/www.eia.gov/tools/faqs/faq.php?id=97&t=3.2According to the U.S.Energy Protection Agency,a typical passenger vehicle emits about 4.6 metric tons of carbon dioxide per year.:https:/www.epa.gov/greenvehicles/greenhouse-gas-emis
48、sions-typical-passenger-vehicle.The Company s strongperformance was reflected innet income of$272.1 million.2022 PERFORMANCEIn 2022,we reported net revenue of$2.2 billion and earnings of$272.1 million,or$2.27 perbasic share.Operating income increased 6.3%to$269.0 million:Strong net revenue gains in
49、our aggregates,ready-mix concrete,and cement lines of businessAverage selling prices increased across all three reporting SegmentsNet income attributable to Summit of$272.1 million,adjusted cash gross profit of$649.3 million,adjusted EBITDA of$491.5 million and free cash flow of$32.7 million*We focu
50、sed on sustainable growth with investments in greenfields while advancing strategic divestitures that enhancedour market leadershipReduced our leverage ratio to 2.1x Net Debt to Adjusted EBITDA(a non-GAAP financial measure)at year end 2022,thelowest debt ratio in the Companys history*Adjusted cash g
51、ross profit,EBITDA and free cash flow are non-GAAP financial measures;see“Reconciliation of Non-GAAPMeasures to GAAP”on Annex A.OUR GOVERNANCESeparate independent Chairman and Chief Executive Officer56%of Board members are femaleAge diversity on the Board;short average tenure;no over-boarded directo
52、rsOur Board amended the Companys Corporate Governance Guidelines and Governance and Sustainability Committeescharter to formally adopt a policy to require any candidate pool assembled to fill a vacancy of the Board to include candidateswho are diverse in terms of ethnicity and/or gender(This page ha
53、s been left blank intentionally.)Letter from the ChairmanTo Our Valued Stakeholders:In 2022,Summit Materials had the opportunity to put its Elevate Strategy to the test.Despite unrelenting cost headwinds,supplychain constraints,and volatile market conditions,which were not particularly unique to Sum
54、mit,the Company set annual records foroperating income,net income,and pricing growth across all lines of business,strengthened the balance sheet,and took actionsthat were in the best interest of our stakeholders.From a governance perspective,we recognize that organizational resiliency and agility ar
55、e essential for strategic execution.Through the Elevate Strategy,Summit has optimized its portfolio and significantly strengthened its balance sheet while improvingits quality of earnings with a higher contribution of materials to its financial performance.In early 2022,it became clear that the valu
56、eof Summits stock represented a compelling value that did not fully reflect these strong financial results and attractive outlook.Asa Board,we moved swiftly to authorize a$250 million share repurchase program,and Summit returned over$100 million toshareholders by year end.The Company continues to pu
57、rsue a capital allocation approach that first prioritizes investments in highreturn organic and inorganic opportunities and then looks to opportunistically return capital to shareholders.As a Board,we take pride in our effort to uphold governance best practices.This includes:Separate independent Cha
58、irman and Chief Executive OfficerDe-classification of our Board in process(approved by shareholders in 2021)56%of Board members are femaleHaving age diversity on the Board,short average tenure,and no over-boarded directorsAmended Corporate Governance Guidelines and Governance and Sustainability Comm
59、ittees charter to formally adopt apolicy to require any candidate pool assembled to fill a vacancy of the Board to include candidates who are diverse interms of ethnicity and/or genderIn addition to our traditional board risk management responsibilities,we believe it is equally important that we dem
60、onstrate oversightof emerging critical matters such as diversity,equity and inclusion,talent acquisition,social responsibility,sustainability,cyber risk,and environmental impacts.In 2022,Summit disclosed its strategies to reduce water,fuel,and waste consumption,to increase our use of renewable power
61、 aswell as to address,and ultimately eliminate,our carbon emissions to achieve net zero by 2050.We believe that notching consistent,regular progress towards reducing our impacts and addressing climate change will be essential to building sustainable competitiveadvantage.We were recognized in that ef
62、fort by receiving an ESG rating of“AAA”from MSCI,placing Summit in the top 4%of globalissuers.As Chairman of the Board,I believe that Summit has taken important steps in 2022 to build a stronger business and position itselffor long term success in alignment with stakeholders.We thank you for your co
63、ntinued support,and look forward to continuedmomentum.Sincerely,Howard L.LanceChairman of the Board of DirectorsSummit Materials,Inc.(This page has been left blank intentionally.)TABLE OF CONTENTSOUR BOARD OF DIRECTORS.1ITEM 1 ELECTION OF DIRECTORS.1Who We Are.2Directors Whose Terms Expire at the 20
64、23 Annual Meeting.2Directors Whose Terms Expire at the 2024 Annual Meeting.8Board Organization.11Board Operations.15Director Compensation.18OUR PAY.20ITEM 2 NONBINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NEOs.21Compensation Committee Report.22Compensation Discussion and AnalysisExecutive Summar
65、y.23Compensation Discussion and AnalysisWhat We Paid.24Compensation Discussion and AnalysisHow We Paid.31Compensation Tables.36Pay Versus Performance.45Chief Executive Officer Pay Ratio.50OUR AUDITORS.51ITEM 3 RATIFICATION OF APPOINTMENT OF KPMG LLP.51INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.52
66、AUDIT COMMITTEE REPORT.53OUR RELATIONSHIPS.54CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS.54Statement of Policy Regarding Transactions with Related Persons.56OUR STOCKHOLDERS.57HOLDINGS OF MAJOR STOCKHOLDERS.57USERSGUIDE.59ANNEX A RECONCILIATION OF NON-GAAP MEASURES TO GAAP.63(This page has
67、 been left blank intentionally.)OUR BOARD OF DIRECTORSITEM 1ELECTION OF DIRECTORSThe board of directors(the“Board”)of Summit Materials,Inc.(“Summit Materials”or the“Company”)currently has nine seats,divided into three classes:Class I,Class II and Class III.Our Class I directors are Joseph S.Cantie,A
68、nne M.Cooney,Anne P.Noonan and Tamla D.Oates-Forney and our Class IIdirectors are John R.Murphy and Steven H.Wunning,and each of their terms will expire at this Annual Meeting.Our Class III directors are Howard L.Lance,Anne K.Wade and Susan A.Ellerbusch,and their terms will expire at the 2024Annual
69、Meeting.At the Companys 2021 Annual Meeting,the Companys stockholders approved and adopted an amendment to the Companysamended and restated Certificate of Incorporation(the“Charter”)to remove the three separate classes of directors of the Board andreplace with one class of directors(the“Declassifica
70、tion Amendment”).As a result,(i)the current Class I and II directors will beelected at this Annual Meeting to serve for a term of one year and(ii)the current Class I,II and III directors will be elected at the2024 Annual Meeting to serve for a term of one year,at which time all directors will be ele
71、cted to serve for one year terms at allsubsequent Annual Meetings.Accordingly,the Board proposes that Messrs.Cantie,Murphy and Wunning,and Mss.Cooney,Noonan,and Oates-Forney bereelected to the Board for a one-year term expiring at the 2024 Annual Meeting.Each nominee for director will,if elected,con
72、tinue inoffice until the 2024 Annual Meeting and until the directors successor has been duly elected and qualified,or until the earlier of thedirectors death,resignation or removal.The proxy holders named on the proxy card intend to vote the proxy(if you are a stockholder of record)for the election
73、of each ofthese nominees,unless you indicate on the proxy card that your vote should be withheld for any of the nominees.Under Securitiesand Exchange Commission(“SEC”)rules,proxies cannot be voted for a greater number of persons than the number of nomineesnamed.Each nominee has consented to be named
74、 as a nominee in this Proxy Statement and to serve if elected.If any nominee is not ableto serve,proxies will be voted in favor of the other nominees and may be voted for a substitute nominee,unless the Board chooses toreduce the number of directors serving on the Board.THE BOARD RECOMMENDS A VOTE“F
75、OR”EACH NOMINEE2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|1Who We AreWe,the members of your Board,take seriously our jobs of overseeing Summit Materials on your behalf and on behalf of ouremployees,customers,suppliers and other stakeholders,all of whom uniquely matter to us.T
76、he Board has nominated six directors to be elected at the Annual Meeting to each serve for one-year terms ending with the 2024Annual Meeting of Stockholders and until a successor is duly elected and qualified,or until the earlier of the directors death,resignationor removal.Each nominee is currently
77、 a director of the Company and has agreed to serve if elected.The age shown below foreach director is as of May 25,2023,which is the date of the Annual Meeting.Directors Whose Terms Expire at the 2023 Annual MeetingJoseph S.CantieAge:59Director since 2016BOARD COMMITTEES AuditOTHER BOARDS TopBuild C
78、orp Howmet Aerospace Inc.Joseph S.Cantie is the former Executive Vice President and Chief FinancialOfficer of ZF TRW,a division of ZF Friedrichshafen AG,a global automotivesupplier,a position he held from May 2015 until January 2016.Career Highlights Executive Vice President and Chief Financial Offi
79、cer,TRW Automotive HoldingsCorp.,which was acquired by ZF Industries in May 2015(2003-2015)Various executive positions at TRW Automotive Holdings Corp.(1999-2003)Various executive positions,including Vice President and Controller of LucasVarityPlc(1996-1999)Skills/Experience Financial and operating
80、experience Extensive knowledge of the industrial sectorEducation BS,State University of New York at BuffaloAlsoMr.Cantie spent 10 years at KPMG and is a certified public accountant.2|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTAnne M.CooneyAge:63Director since 2018BOARD COMMITT
81、EES Human Capital andCompensation Governance and Sustainability(Chair)OTHER BOARDS The Manitowoc Company,Inc.WESCO International,Inc.Anne M.Cooney is the former President of the Process Industries and DrivesDivision of Siemens Industry,Inc.,a division of Siemens AG,a multinationalconglomerate primar
82、ily engaged in industrial engineering,electronics,energy,healthcare and infrastructure activities,a position she held from October 2014until her retirement in December 2019.Career Highlights President,Process Industries and Drives Division of Siemens Industry,Inc.(2014-2018)Chief Operating Officer,S
83、iemens Healthcares Diagnostics division(2011-2014)President,Drives Technologies Division,Siemens Industry,Inc.(2009-2011)Skills/Experience Leadership experience Management and operational experienceEducation BS in Industrial Management,Gannon University MBA,Emory University2023 NOTICE OF ANNUAL MEET
84、ING AND PROXY STATEMENT SUMMIT MATERIALS|3Anne P.NoonanAge:59Director since 2020BOARD COMMITTEES N/AOTHER BOARDS CF Industries Holdings,Inc.Anne P.Noonan was named the President and Chief Executive Officer of SummitMaterials on September 1,2020.Prior to joining Summit Materials,Ms.Noonanserved as Pr
85、esident and Chief Executive Officer and as a Director of OMNOVASolutions Inc.(“OMNOVA”),a global provider of emulsion polymers,specialtychemicals,and decorative and functional surfaces,from November 2016 untilApril 1,2020 when OMNOVA was acquired by Synthomer plc.Career Highlights President and Chie
86、f Executive Officer,Summit Materials(September 2020-present)President and Chief Executive Officer,OMNOVA(November 2016-April 2020)President,Performance Chemicals,OMNOVA(2014-November 2016)Skills/Experience Public company governance experience Operational expertise Environmental and safety expertise
87、Extensive experience in risk management and accounting and finance Corporate strategy,strategic initiative,and mergers&acquisitions expertise Innovation and marketing Advocacy and regulatory affairsEducation BS in Chemistry,University College Dublin,Ireland MS in Organometallic Chemistry,University
88、College Dublin,IrelandAlsoMs.Noonan spent 27 years at Chemtura Corporation,a global manufacturer of specialtychemicals.Ms.Noonan serves as the chairperson of the Corporate Governance andNominating Committee for CF Industries Holdings,Inc.4|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STA
89、TEMENTTamla D.Oates-ForneyAge:51Director since 2021BOARD COMMITTEES Human Capital andCompensationTamla D.Oates-Forney is currently the Executive Vice President,Chief HumanResources Officer at USAA,a financial services companyCareer Highlights Executive Vice President,Chief Human Resources Officer at
90、 USAA(August 2022-present)Senior Vice President,Chief People Officer,at Waste Management(December 2018-July 2022)Various positions of increasing responsibility during a 20-year career at GeneralElectric,including most recently as Vice President,Human Resources,GE EnergyConnections,an electrification
91、 and automation business included in the GeneralElectric Company multinational conglomerate from October 2014-April 2018Skills/Experience Leadership experience Extensive knowledge of the industrial sectorEducation BS in Business Administration,University of North Carolina at Chapel HillAlso Ms.Oates
92、-Forney serves on the board of advisors of the University of NorthCarolina KenanFlagler Business School.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|5John R.MurphyAge:72Director since 2012BOARD COMMITTEES Audit(Chair)OTHER BOARDS OReilly Automotive,Inc.Cadrenal Therapeutics,Inc
93、.John R.Murphy served as Summit Materials Interim Chief Financial Officer fromJanuary 2013 to May 2013 and from July 2013 to October 2013.Career Highlights Senior Vice President and Chief Financial Officer of Smurfit-Stone ContainerCorporation(2009-2010)Various senior management roles,including Chie
94、f Financial Officer and Presidentand Chief Operating Officer and as President and Chief Executive Officer,ofAccuride Corporation(1998-2008)Skills/Experience Financial expertise Management experienceEducation BS in Accounting,Pennsylvania State University MBA,University of ColoradoAlsoMr.Murphy is a
95、Certified Public Accountant.6|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTSteven H.WunningAge:71Director since 2016BOARD COMMITTEES Human Capital andCompensation(Chair)Governance and SustainabilityOTHER BOARDS The Sherwin WilliamsCompany Kennametal Inc.Steven H.Wunning served a
96、s Group President and Executive Office Member forCaterpillar Inc.(“Caterpillar”)from January 2004 until his retirement inFebruary 2015.He joined Caterpillar in 1973.Career Highlights Group President and Executive Office Member for Caterpillar from January 2004 untilhis retirement in February 2015 Va
97、rious executive positions at Caterpillar,including Vice President,Logistics Divisionfrom January 2000 to January 2004 and Vice President,Logistics&ProductServices Division from November 1998 to January 2000Skills/Experience Extensive board and management experience Industrial and building products i
98、ndustry expertiseEducation BS in Metallurgical Engineering from Missouri University of Science and Technology MBA,University of Illinois Urbana-ChampaignAlsoMr.Wunning serves on the Board of Trustees of Missouri University of Science andTechnology.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SU
99、MMIT MATERIALS|7Directors Whose Terms Expire at the 2024 Annual MeetingSusan A.EllerbuschAge:55Director since 2018BOARD COMMITTEES Audit Governance and SustainabilityMs.Ellerbusch is currently the Senior Vice President,Strategic Direction for theAmericas of Air Liquide S.A.,a world leader in gases,t
100、echnologies and servicesfor industry and health,with a presence in 80 countries and more than 3 millioncustomers and patients.Career Highlights Chief Executive Officer of Air Liquide North America LLC(September 2019-January 2022)Chief Executive Officer of Air Liquide USA LLC(June 2017-September 2019
101、)President,Air Liquide Large Industries U.S.(September 2015-June 2017)Various executive positions at British Petroleum,including President,BP BiofuelsNorth America from 2008 to 2015Skills/Experience Management and operational experience Extensive knowledge of chemicals and energy industriesEducation
102、 BS in genetics,University of Illinois Urbana-Champaign MBA,University of Illinois ChicagoAlsoAs head of Air Liquides operations in the U.S.and Canada,Ms.Ellerbusch led thecompanys Large Industries,Industrial Merchant,Health Care,Hydrogen Mobility andElectronics businesses.8|SUMMIT MATERIALS 2023 NO
103、TICE OF ANNUAL MEETING AND PROXY STATEMENTHoward L.LanceAge:67Director since 2012Chairman since 2013BOARD COMMITTEES Human Capital andCompensation Governance and SustainabilityOTHER BOARDS New Vista Acquisition Corp.Mercury SystemsHoward L.Lance is the former President and Chief Executive Officer of
104、 MaxarTechnologies Inc.and its predecessor MacDonald,Dettwiler and AssociatesLtd.,a global communications and information company,a position he held fromMay 2016 until January 2019.Career Highlights President and Chief Executive Officer,Maxar Technologies Inc.(May 2016-January 2019)Executive Advisor
105、 to The Blackstone Group L.P.(2012-April 2016)President&Chief Executive Officer,Harris Corporation(2003-2011)Former Director of Change Healthcare,Inc.(2017-2022)Skills/Experience Leadership experience Extensive management and operational experienceEducation BS in Industrial Engineering,Bradley Unive
106、rsity MS in Management from the Krannert School of Management at Purdue UniversityAlsoBefore joining Harris Corporation,Mr.Lance was co-president of NCR Corporation andChief Operating Officer of its Retail and Financial Group.Previously,he spent 17 yearswith Emerson Electric Co.,where he held senior
107、 management positions includingExecutive Vice President of its Electronics and Telecommunications segment,ChiefExecutive Officer and director of its Astec electronics subsidiary in Hong Kong,GroupVice President of its Climate Technologies segment and President of its CopelandRefrigeration division.2
108、023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|9Anne K.WadeAge:50Director since 2016BOARD COMMITTEES AuditOTHER BOARDS Man Group plcAnne K.Wade is currently a Partner at Leaders Quest,an organization focusedon culture,values,and driving social and financial impact in major corpora
109、tions.Career Highlights As part of Leaders Quest,Co-Director of the Banking Futures initiative in the UK(2014-2017)Senior Vice President and Director,Capital International,a part of the Capital GroupCompanies(1995-2012)Skills/Experience Financial and investing experience Extensive knowledge of infra
110、structure sectors ESG and sustainabilityEducation BA,magna cum laude,Harvard University MS,London School of EconomicsAlsoMs.Wade serves on the Board of Trustees for Bates College.10|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBoard OrganizationGood corporate governance at Summi
111、t Materials starts at the topwith how we,as the Board,are governed.We believe our boardgovernance incorporates best-practice standards as appropriate for our Company:We have an independent board ChairmanAll members of our committees are independentAll of our non-employee directors are independentAll
112、 directors may request that items be added to the Boards agenda or the agenda of any committee on which theyserveOur Board is currently divided into three classes.At the Board s recommendation,at the Company s 2021 Annual Meeting,the Company s stockholders approved and adopted the Declassification A
113、mendment.Accordingly,(i)the current Class Iand II directors will be elected at this Annual Meeting to serve for a term of one year and(ii)the current Class I,II and IIIdirectors will be elected at the 2024 Annual Meeting to serve for a term of one year,at which time all directors will be electedto s
114、erve for one year terms at all subsequent Annual Meetings.Director Independence DeterminationUnder our Corporate Governance Guidelines and the NYSE corporate governance rules for listed companies,a director is notindependent unless the Board affirmatively determines that he or she does not have a di
115、rect or indirect material relationship with usor any of our subsidiaries.In addition,the director must meet the bright-line test for independence set forth by the NYSE rules.Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSErule
116、s.Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.In theevent a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objectivetests set forth in the NYSE independence d
117、efinition,the Board will determine,considering all relevant facts and circumstances,whether such relationship is material.Our Board has affirmatively determined that each of Messrs.Cantie,Lance,Murphy,and Wunning and each of Mss.Cooney,Ellerbusch,Oates-Forney,and Wade is independent,under the guidel
118、ines for director independence set forth in the CorporateGovernance Guidelines and under all applicable NYSE rules,including with respect to applicable committee membership.Our Boardalso has determined that(i)each of the members of the Audit Committee,Messrs.Cantie and Murphy and Mss.Ellerbusch andW
119、ade,is“independent”for purposes of Section 10A(m)(3)of the Securities Exchange Act of 1934,as amended(the“Exchange Act”),and“financially literate”as required by NYSE rules and(ii)each of Messrs.Cantie and Murphy qualify as a“financial expert”asdefined by SEC regulations.In making its independence an
120、d financial literacy determinations,the Board considered and reviewed all information known to it,including information identified through annual directors questionnaires.Board LeadershipThe Board directs and oversees the management of the business and affairs of the Company in a manner consistent w
121、ith the bestinterests of the Company.The Boards responsibility is one of oversight,and in performing its oversight role,the Board serves asthe ultimate decision-making body of the Company,except for those matters reserved to or shared with our stockholders.In accordance with the Companys belief that
122、 its long-term success includes being good stewards of the environment,the Boardoversees and supports the Companys initiatives in these areas.In addition,the Board takes pride in supporting the Companys effortsto offer a safe work environment to its employees and being a good corporate citizen in it
123、s local communities.In accordance with our Corporate Governance Guidelines,the Board selects the Companys Chairman and the Companys ChiefExecutive Officer in any way it considers in the best interests of the Company and,accordingly,does not have a policy on whether theroles of Chairman and Chief Exe
124、cutive Officer should be separate or combined and,if separate,whether the Chairman should beselected from the independent directors.We believe that the separation of the Chairman of the Board and Chief Executive Officerpositions is appropriate corporate governance for us as this time.Accordingly,Mr.
125、Lance serves as the Chairman of the Boardwhile Ms.Noonan serves as our Chief Executive Officer.Our Board believes that this structure best encourages the free and opendialogue of differing views and provides for strong checks and balances.Corporate Governance DocumentsOur investor relations website
126、at investors.summit- Documents,”has additional information onour board governance and corporate governance,including our Corporate Governance Guidelines,our Code of Business Conduct2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|11and Ethics,our Whistleblower Policy,and the charte
127、rs approved by the Board for the Audit Committee,the Human Capital andCompensation Committee,and the Governance and Sustainability Committee.Board Meetings and CommitteesThe Board meets regularly during the year and holds special meetings and acts by unanimous written consent when circumstancesrequi
128、re.During 2022,there were six(6)meetings of the Board.Each director attended at least 75%of the aggregate of the totalnumber of meetings of the Board(held during the period for which he or she was a director)and the total number of meetings heldby all committees on which he or she served(during the
129、periods that he or she served)during 2022.In addition,directors areexpected to make every effort to attend any meetings of stockholders.All of our directors attended the 2022 Annual Meeting ofStockholders.The Board has established an Audit Committee,a Human Capital and Compensation Committee,and a G
130、overnance andSustainability Committee(collectively,the“Committees”).The Committees keep the Board informed of their actions and assist theBoard in fulfilling its oversight responsibility to stockholders.The table below provides current membership information as well asmeeting information for the las
131、t fiscal year.NameAudit CommitteeHuman Capital andCompensation CommitteeGovernance andSustainability CommitteeAnne P.NoonanHoward L.Lance*Joseph S.CantieAnne M.CooneyChairSusan A.EllerbuschJohn R.MurphyChairTamla D.Oates-ForneyAnne K.WadeSteven H.WunningChairTotal Meetings in 2022744*Independent Cha
132、irman of the Board.The functions performed by these Committees,which are set forth in more detail in their charters,are summarized below.Audit CommitteeOur Audit Committee consists of Messrs.Murphy and Cantie and Mss.Ellerbusch and Wade,with Mr.Murphy serving as chair.Our Audit Committee is responsi
133、ble for,among other things:selecting and hiring our independent registered public accounting firm,and approving the audit and non-audit services tobe performed by our independent registered public accounting firm;assisting the Board in evaluating the qualifications,performance and independence of ou
134、r independent registered publicaccounting firm;assisting the Board in monitoring the quality and integrity of our financial statements and our accounting and financialreporting;assisting the Board in monitoring our compliance with legal and regulatory requirements;overseeing the Companys environment
135、al,social and governance(“ESG”)reporting and disclosures(quantitative andqualitative)and related processes and controls,including conformity to the Companys ESG strategy;reviewing the adequacy and effectiveness of our internal control over financial reporting;assisting the Board in monitoring the pe
136、rformance of our internal audit function;reviewing with management and our independent registered public accounting firm our annual and quarterly financialstatements;establishing procedures for the receipt,retention and treatment of complaints received by the Company regardingaccounting,internal acc
137、ounting controls or auditing matters and the confidential,anonymous submission by our employeesof concerns regarding questionable accounting or auditing matters;12|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTpreparing the Audit Committee Report that the rules and regulations of
138、 the SEC require to be included in our annualproxy statement;reviewing and discussing with management and our independent registered public accounting firm our guidelines andpolicies with respect to risk assessment and risk management,including the major financial risk exposures and the stepsmanagem
139、ent has taken to monitor and control such exposures;andreviewing our information technology security controls with our Head of Information Technology and evaluating theadequacy of our information technology security program,compliance and controls with the Head of InformationTechnology.Audit Committ
140、ee Member Independence;Financial Literacy;Financial ExpertIndependent under NYSEgovernance standardsand Rule 10A-3 of Exchange ActFinancially LiterateAudit CommitteeFinancial ExpertJohn R.Murphy(Chair)Joseph S.CantieSusan A.EllerbuschAnne K.WadeHuman Capital and Compensation CommitteeOur Human Capit
141、al and Compensation Committee consists of Messrs.Wunning and Lance and Mss.Cooney and Oates-Forney,with Mr.Wunning serving as chair.Our Human Capital and Compensation Committee is responsible for,among other things:reviewing and approving or making recommendations to the Board with respect to corpor
142、ate goals and objectivesrelevant to the compensation of our Chief Executive Officer,evaluating his/her performance in light of those goals andobjectives and determining and approving his/her compensation level based on such evaluation;reviewing and approving,or making recommendations to the Board wi
143、th respect to,the compensation of our otherexecutive officers,including annual base salary,bonus,equity-based incentives and other benefits;reviewing and discussing annually with management our“Compensation Discussion and Analysis”disclosure required bySEC rules;preparing the Compensation Committee
144、Report required by the SEC to be included in our annual proxy statement;reviewing and making recommendations with respect to our equity compensation plans;reviewing,periodically,the Companys(i)talent management strategies,such as the Companys recruitment,development,promotion and retention programs;
145、(ii)diversity and inclusion within the Company;and(iii)employee engagement andcompany culture;reporting to the Board with respect to the Company s human capital management;andreviewing and discussing with our Chief Executive Officer the Companys succession plans for key positions at the senioroffice
146、r level,including the qualifications,experience,and development priorities for these individuals.Governance and Sustainability CommitteeOur Governance and Sustainability Committee consists of Mss.Cooney and Ellerbusch and Messrs.Lance,and Wunning,withMs.Cooney serving as chair.Our Governance and Sus
147、tainability Committee is responsible for,among other things:assisting our Board in identifying prospective director nominees and recommending nominees to the Board;overseeing the annual evaluation of management;overseeing the annual evaluation of the Board in conjunction with our Chairmans regular i
148、nformal interviews with ourcurrent directors to ensure the Board is functioning properly;reviewing and advising the Board on developments in corporate governance practices;2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|13reviewing and recommending the compensation of our director
149、s;developing and recommending a set of corporate governance guidelines;recommending members for each committee of our Board;andoverseeing the Companys approach to social responsibility and policies and initiatives related thereto.Director NominationsThe Governance and Sustainability Committee identi
150、fies individuals believed to be qualified as candidates to serve on the Boardand selects,or recommends that the Board select,the nominees for all directorships to be filled by the Board or by our stockholdersat an annual or special meeting.In identifying candidates for membership on the Board,the Co
151、mmittee takes into account all factors it considers appropriate,whichmay include:individual qualifications,including strength of character,mature judgment,familiarity with the Companys business andindustry,independence of thought and an ability to work collegially;andall other factors the Committee
152、considers appropriate,which may include age,diversity of background,existingcommitments to other businesses,potential conflicts of interest with other pursuits,legal considerations such as antitrustissues,corporate governance background,relevant career experience,relevant technical skills,relevant b
153、usiness orgovernment acumen,financial and accounting background,executive compensation background and the size,compositionand combined expertise of the existing Board.In 2022,the Company amended its Corporate Governance Guidelines and Governance and Sustainability Committees charter andformally adop
154、ted a policy to require any candidate pool assembled to fill a vacancy of the Board to include candidates who arediverse in terms of ethnicity and/or gender.The Board is proud of the gender diversity it has been able to accomplish over the lastfew years,which has resulted in the Board being comprise
155、d of 56%females and 44%males.In addition,the Board made strides inother forms of diversity,including racial and ethnic diversity,in connection with the appointment of Ms.Oates-Forney,who identifiesas African American in 2021.The Committee also may consider the extent to which the candidate would fil
156、l a present need on the Board.When evaluatingwhether to re-nominate existing directors,the Committee considers matters relating to the retirement of current directors,as wellas the performance of such directors.The Governance and Sustainability Committee evaluates director candidates recommended by
157、stockholders on the same basis asit considers other nominees.Any recommendation submitted to the Chief Legal Officer and Secretary should be in writing andshould include any supporting material the stockholder considers appropriate in support of that recommendation,but must includeinformation that w
158、ould be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the electionof such candidate and the written consent of the candidate to serve as one of our directors,if elected.Stockholders wishing topropose a candidate for consideration may do so by submitti
159、ng the above information to the attention of the Chief Legal Officerand Secretary,Summit Materials,Inc.,1801 California Street,Suite 3500 Denver,Colorado 80202.All recommendations for nominationreceived by the Chief Legal Officer and Secretary that satisfy the requirements of our Third Amended and R
160、estated Bylaws(the“Bylaws”)relating to such director nominations will be presented to the Governance and Sustainability Committee for its consideration.Please see the section entitled“Future Shareholder Proposals and Nominations”for information regarding the advance noticeprovisions applicable to st
161、ockholder director nominations set forth in our Bylaws.Compensation Committee Interlocks and Insider ParticipationDuring 2022,the members of the Human Capital and Compensation Committee were Messrs.Wunning and Lance and Mss.Cooney and Oates-Forney,none of whom was,during the fiscal year,an officer o
162、r employee of the Company and none of whomhas ever served as an officer of the Company.During 2022,none of our executive officers served as a director or member of thecompensation committee(or other committee serving an equivalent function)of any other entity whose executive officers served onour Hu
163、man Capital and Compensation Committee or the Board.14|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBoard OperationsThe Board believes that the practices it follows and the guidelines it adopts governing how it operates set an important tone at thetop.Among other things the Boar
164、d:meets regularly;meets periodically in executive session of its independent directors;has the authority to retain independent advisors;enables directors to have access to management;limits the number of public company boards on which directors may serve;expects its members as well as the Companys e
165、xecutives to satisfy the stock ownership guidelines;andprohibits its members and the Companys executives from taking specified hedging and pledging actions with theCompanys stock.Executive Sessions and Communications with DirectorsThe Boards independent directors meet at regularly scheduled executiv
166、e sessions without management present.Mr.Lancepresides at executive sessions of independent directors.Stockholders and other interested parties may communicate with the Board by writing to the Chief Legal Officer and Secretary,Summit Materials,Inc.,1801 California Street,Suite 3500 Denver,Colorado 8
167、0202.Written communications may be addressed tothe Chairman of the Board,the chairperson of any of the Audit,Governance and Sustainability,and Human Capital and CompensationCommittees,or to the non-management or independent directors as a group.The Chief Legal Officer will forward suchcommunications
168、 to the party determined to be appropriate for delivery.Materials that may not be forwarded include junk mail anditems that do not pertain to board matters.Risk OversightThe Board exercises direct oversight of strategic risks to the Company.The Audit Committee reviews guidelines and policiesgovernin
169、g the process by which senior management assesses and manages the Companys exposure to risk,including theCompanys major financial and operational risk exposures and the steps management takes to monitor and control such exposures.The Human Capital and Compensation Committee oversees risks relating t
170、o the Companys compensation and human capitalmanagement policies and practices.Each committee charged with risk oversight reports to the Board on those matters.Cybersecurity OversightWe are dependent on information technology systems and infrastructure to carry out important operational activities a
171、nd tomaintain our business records.In addition,we rely on the systems of third parties,such as third-party vendors.As part of ournormal business activities,we collect and store certain personal identifying and confidential information relating to our customers,employees,vendors and suppliers,and mai
172、ntain operational and financial information related to our business.We may share someof this confidential information with our vendors.We rely on our vendors and third-party service providers to maintain effectivecybersecurity measures to keep our information secure.Any significant breakdown,invasio
173、n,destruction or interruption of ourexisting or future systems by employees,third parties,vendors,others with authorized access to our systems,or unauthorizedpersons could negatively affect operations.In addition,future systems upgrades or changes could be time consuming,costly andresult in unexpect
174、ed interruptions or other adverse effects on our business.With respect to cybersecurity risk oversight,our Board and our Audit Committee receive updates from our information technologyteam to assess the primary cybersecurity risks facing the Company,which are discussed above,and the measures the Com
175、pany istaking to mitigate such risks.In addition to such updates,our Board and our Audit Committee receive updates from managementas to changes to the Companys cybersecurity risk profile or significant newly identified risks.During the last three fiscal years,theCompany has not identified any inform
176、ation security breaches.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|15ESG OversightThe Company recognizes that ESG performance is essential to the Companys long-term success and is an important issue tomany of its stockholders.As a result,the Company has implemented the follow
177、ing oversight structure to ensure that the Companysperformance in these areas is monitored appropriately:ESG OVERSIGHTBOARD OF DIRECTORSAudit CommitteeGovernance&SustainabilityCommitteeHuman Capital&Compensation CommitteeSENIOR LEADERSHIP TEAM&ERCFinance,Legal,H.R.,&I.R.Sustainability CouncilOperati
178、ons Management(Through EMS)In light of the importance of environmental and climate change matters to the Company,its shareholders,communities,customers,and employees,and the associated risks the Company faces,the full Board oversees environmental risk factors and receivesregular updates from managem
179、ent and the Companys sustainability team on the Companys environmental risk profile and key riskmitigating initiatives.The Companys management functions involved in overseeing and managing climate risk include,but are notlimited to,safety,sustainability,finance and internal audit,and legal.Furthermo
180、re,each of the Companys operations has personnelresponsible for maintaining compliance with environmental rules and regulations.In addition,the Company views sustainability as one of its core values and takes its responsibilities to the lands it operates onseriously.The Company has a dedicated Enter
181、prise Risk Committee(the“ERC”)that continually identifies and evaluatesenvironmental and other risks,including the Companys compliance with environmental rules and regulations.The ERC reports tothe full Board.The ERC undertakes regular,systematized review of the environmental risks affecting the Com
182、pany,including thoseassociated with climate change,that may affect the Companys businesses and also meets with key leaders in the Companysoperations to identify and address such risks.The Company has an Environmental Management System(the“EMS”)called eVue to facilitate its ongoing compliance withenv
183、ironmental rules and regulations across its operations.With respect to abnormal weather and other physical effects of climate change,to which,as an outdoor business,the Company isacutely attuned,the Company is seeking to monitor and reduce its contribution to climate change.The Companys efforts incl
184、ude,butare not limited to,the following:Establishing clear 2030 and 2050 targets for carbon emissions reductions,including a strategy for achieving net zeroemissions by 2050,land use improvement,and social impact;Reporting on its sustainability progress annually under the SASB Construction Materials
185、 Framework;Preliminary efforts towards a climate risk assessment of potential transition and physical risks;Aligning with the United Nations Sustainable Development Goals to guide and influence the Companys programs andreporting;Recycling of hazardous waste,and use of such waste as an alternative fu
186、el source to power the Companys cementplants;Use of hybrid vehicles and equipment;Use of recycled materials,including recycled asphalt and recycled concrete;16|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTManaging and tracking the Companys fleet to optimize fuel efficiency and r
187、educe unnecessary consumption;Managing and mitigating the Companys waste;Promoting progressive reclamation and biodiversity focused actions;andTracking and managing the Companys water use,with a focus on areas of water scarcity.The Company also continues to comprehensively focus on its energy inputs
188、,CO2and other pollutant emissions from its cementplants.From an energy use standpoint,the Companys alternative fuel usage rate of 38.2%at its cement plants is notable incomparison to the average U.S.industry rate of 25%as reported by the U.S.Environmental Protection Agency in 2008.The Companyhas mad
189、e advancements in recent years to(i)accept more diverse materials at its hazardous waste recycling business,(ii)increaseits alternative fuel use,and(iii)divert thousands of pounds of waste from landfills.The Company has also developed a long-termstrategy to address its CO2emissions from its cement o
190、perations that are fully discussed in its 2022 sustainability report.With respect to emissions impacts,in 2021 the Company completed a comprehensive review of the Companys greenhouse gas(“GHG”)emissions reporting capabilities across all of the Companys operations for 2020.This assessment focused on
191、Scope 1 andScope 2 emissions,which represent emissions from direct operations and indirect electricity purchases,respectively.In addition,in 2022,the Company completed a climate physical and transition risk scenario analysis.This high level,qualitative climate riskassessment was informed by the Task
192、 Force on Climate-related Financial Disclosures(“TCFD”)recommendations and makesreference to third party scenarios,such as the International Energy Agencys(“IEA”)Sustainability Development-Scenarios.Now that the Company has implemented the appropriate reporting framework and controls,the Company has
193、 been able to establishgoals related to emissions and other factors contributing to climate change.As the Company systematizes its approach to mitigatingits climate impact,it will continue to pursue and expand upon the beneficial initiatives it is already implementing,such as the useof hybrid vehicl
194、es,a robust recycling and waste program,and sourcing alternative fuels to power its operations.In 2023,the Companywill be conducting a company-wide fleet electrification study.This study will analyze the feasibility,costs and benefits of transitioningthe fleet to electric vehicles.The findings of th
195、is study will inform future decision-making around fleet electrification.The Company also seeks to carry out progressive reclamation whenever possible,and it believes in the protection and restorationof areas of high biodiversity value.In 2014,the Company established a partnership with the Wildlife
196、Habitat Council(“WHC”).Wecurrently have seven sites certified by the WHC,covering approximately 2,300 acres across the country.In 2022,our CornejoPollinator Garden and Wildlife Habitat located in Wichita,Kansas was awarded Gold Tier WHC certification.In addition,ourreclamation efforts in Colorado ha
197、ving been awarded the Jack Starner Award for Outstanding Reclamation Success by the ColoradoDivision of Reclamation,Mining and Safety,an indicator of the Companys values in action.We remain focused on exploring new,innovative ways in which the Company can meaningfully reduce the environmental impact
198、 where we operate and are wholly in supportof achieving carbon neutrality by 2050.Finally,the Company values the communities in which it operates and offers engagement through STEM education programs toenhance local education programs,encourage transparency and outreach.Code of EthicsThe Companys Co
199、de of Business Conduct and Ethics applies to all of its officers,directors and employees,including its principalexecutive officer,principal financial officer and principal accounting officer,or persons performing similar functions and is posted onour website.The Companys Code of Business Conduct and
200、 Ethics is a“code of ethics,”as defined in Item 406(b)ofRegulation S-K.The Company will make any legally required disclosures regarding amendments to,or waivers of,provisions of ourCode of Business Conduct and Ethics on its website.Short Sales and Hedging PolicyThe Companys Securities Trading Policy
201、 prohibits directors,officers,and employees(“Summit Materials Personnel”),familymembers of Summit Materials Personnel and trusts,corporations and other entities controlled by any such persons(collectively,“Insiders”)from trading in options,warrants,puts and calls or similar instruments on the Compan
202、ys securities or selling suchsecurities“short”(i.e.,selling stock that is not owned and borrowing the shares to make delivery).In addition,Summit MaterialsPersonnel are prohibited under the Securities Trading Policy from engaging in any transactions(including variable forward contracts,equity swaps,
203、collars and exchange funds)that are designed to hedge or offset any decrease in the market value of the Companysequity securities.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|17Director CompensationIn 2022,all of the Companys non-employee directors received annual cash compensa
204、tion of$110,000.The independentchairperson of the Board received an additional$140,000 cash compensation.The respective chairpersons of the Audit Committee,Human Capital and Compensation Committee and Governance and Sustainability Committee(unless such chairperson is alsothe chairperson of the Board
205、)received an additional$25,0000,$20,000 and$15,000,respectively.Directors who were not employedby us may also receive compensation,from time to time,for service on any special committees of the Board.The Companyreimburses its directors for any reasonable expenses incurred by them in connection with
206、services provided in such capacity.In addition,during 2022,all of the Companys non-employee directors received an annual award of restricted stock units(“RSUs”)valued at$130,000 based on the closing price of the Companys common stock for the twenty trading days immediately preceding thegrant date,wh
207、ich amount differs from the grant date fair value of the RSUs2022 computed in accordance with ASC 718,utilizingthe assumptions discussed in Note 13,Stock-Based Compensation,to our audited consolidated financial statements included in the2022 Annual Report.A grant of 3,815 RSUs was made to each of Me
208、ssrs.Lance,Cantie,Murphy,and Wunning and Mss.Cooney,Ellerbusch,Oates-Forney,and Wade on March 1,2022.The RSUs were granted under the Summit Materials,Inc.Amended andRestated 2015 Omnibus Incentive Plan(the“Omnibus Incentive Plan”),and the terms thereof are outlined in the table below.Further,the RSU
209、 awards are subject to the Companys incentive clawback policies,as in effect from time to time.Aons Human Capital Solutions Practice,a division of Aon plc(“Aon”),the Companys independent compensation consultant(the“Independent Compensation Consultant”),performs a comprehensive competitive total comp
210、ensation review for the Companys non-employee directors regularly.A competitive total compensation study was performed in November 2020,comparing the Companystotal compensation structure and value to peer companies.The Company is currently competitively positioned.In the years theIndependent Compens
211、ation Consultant does not perform a comprehensive review,they review broader U.S.market trends with theHuman Capital and Compensation Committee.Award TypeVestingTermination or Change in Control ProvisionsRSUsVest on the firstanniversary of thedate of grant(1)Death or Disability/By the Company Withou
212、t Cause:Unvested portion willimmediately vest.Retirement(2)/Declining to Stand for Re-election to Our Board(3):Proratedportion immediately vests;settled at such time as would have been settledaccording to the original vesting schedule.Change in Control:Accelerated only if not continued,converted,ass
213、umed orreplaced by the Company or successor entity.By the Company For Cause:Vested and unvested portions are forfeited.(1)Non-employee directors have the right to defer the settlement of annual awards of RSUs until the earlier of(i)the first business day in a year,specified by thedirector,that is af
214、ter the date of vesting provided in the RSU award agreement and(ii)a specified period after the directors service on the Board ends.(2)“Retirement”is defined in the director form of RSU award agreement as a directors resignation from service on our Board(other than due to death or disability ortermi
215、nation by the Company without cause),prior to the expiration of his or her term and on or after the date he or she attains age seventy.(3)In each case,as of or after the regular annual meeting of stockholders for the calendar year which includes the date of grant.Director Compensation TableThe table
216、 below summarizes the compensation paid to non-employee directors for the year ended December 31,2022.NameFees Earned orPaid in CashStock Awards(1)(2)Total CompensationHoward L.Lance$250,000$129,977$379,977Joseph S.Cantie$110,000$129,977$239,977Anne M.Cooney$125,000$129,977$254,977Susan A.Ellerbusch
217、$110,000$129,977$239,977John R.Murphy$135,000$129,977$264,977Tamla D.Oates-Forney$110,000$129,977$239,977Anne K.Wade$110,000$129,977$239,977Steven H.Wunning$130,000$129,977$259,977(1)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted in fiscal
218、 2022,computed in accordance withASC 718,utilizing the assumptions discussed in Note 13,Stock-Based Compensation,to our audited consolidated financial statements included in the 2022 AnnualReport.As of December 31,2022,each of our non-employee directors held 3,815 RSUs.As noted above,our targeted eq
219、uity value is$130,000 annually.The18|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTvalue in this column does not necessarily match the$130,000 target because we calculate the number of RSUs to grant based on the 20-day average closingstock price($34.07)immediately preceding the g
220、rant date in order to mitigate the potential impact of short-term stock price swings on our equity grants.(2)We did not make any option awards to directors in fiscal 2022.As of December 31,2022,Messrs.Lance and Murphy held 81,611 and 10,220 time-vestingLeverage Restoration Options,respectively.Time-
221、vesting Leverage Restoration Options held by our directors have the same vesting terms as those held by ourNEOs and described in“Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards TablePre-IPO Long-Term Incentive Awards(Value From Modifications to Eliminate Misalignme
222、nt Post-IPO).”2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|19OUR PAYOur“Say-on-Pay”Resolution Received 99%Support in 2022.TOTAL COMPENSATION OPPORTUNITYBase SalaryAnnual Cash IncentivesLong-Term Incentives(equity-based awards)TraditionalBenefitsWe believe our executive compensa
223、tion structure is competitive,is aligned with currentgovernance trends and contains stockholder-friendly features.These stockholder-friendlyfeatures include the following:What We Do(Best Practice)What We Don t Do/Don t AllowEnforce strict insider trading,anti-hedging and anti-pledgingpoliciesSet rob
224、ust stock ownership guidelines for executives anddirectorsProvide provisions for recoupment(“clawback”)of equityincentive compensation in our award agreements and adopteda policy for clawback of annual cash bonuses and equityincentive compensationDisclose performance goals for incentive programsSet
225、a maximum payout limit on our annual and long-termincentive programs for our NEOsIncorporate double-trigger change-in-control provisions that areconsistent with market practiceRetain an independent compensation consultant that reportsdirectly to the Human Capital and Compensation CommitteePerform an
226、 annual compensation program risk assessment toensure that the Companys compensation policies andpractices are not reasonably likely to have a material adverseeffect on the CompanyStrong alignment between pay and company performanceAnnual review of share utilizationNo change-in-control severance mul
227、tiple in excess of threetimes salary and target bonusNo excise tax gross-ups upon a change in controlNo re-pricing or cash buyout of underwater stock optionsNo enhanced retirement formulasNo guaranteed compensationNo market timing with granting of equity awardsSubstantially no perquisites for our NE
228、OsNo payment of dividends or dividend equivalents on unvestedstock or unearned performance units20|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTITEM 2NONBINDING ADVISORY VOTE ON THECOMPENSATION OF OUR NEOsUnder the Dodd-Frank Wall Street Reform Consumer Protection Act(the“Dodd-F
229、rank Act”)and Section 14A of the Exchange Act,our stockholders are entitled to vote to approve,on a nonbinding advisory basis,the compensation of our NEOs,as disclosed in thisProxy Statement in accordance with SEC rules.The compensation of our NEOs subject to the vote is disclosed in the Compensatio
230、nDiscussion and Analysis,the compensation tables,and the related narrative disclosure contained in this Proxy Statement.Thecompensation of our NEOs is designed to enable us to attract and retain talented and experienced executives to lead us successfullyin a competitive environment,while ensuring th
231、at our executives remain incentivized to accomplish the Companys long-termbusiness plan.As discussed in this Proxy Statement,the vast majority of each NEOs pay is at-risk and largely tied to challengingperformance goals.We believe that our compensation policies and decisions are strongly aligned wit
232、h our stockholders interests.The Board is asking our stockholders to indicate their support for the compensation of our NEOs as disclosed in this ProxyStatement by casting a nonbinding advisory vote“FOR”the following resolution:“RESOLVED,that the compensation paid to our NEOs,as disclosed pursuant t
233、o Item 402 of Regulation S-K,including theCompensation Discussion and Analysis,compensation tables,and narrative disclosure,is hereby APPROVED.”Because the vote to approve the compensation of our NEOs is advisory,it is not binding on the Board or the Company.Nevertheless,the views expressed by our s
234、tockholders,whether through this vote or otherwise,are important to management and the Board and,accordingly,the Board and the Human Capital and Compensation Committee intend to consider the results of this vote in makingdeterminations in the future regarding executive compensation arrangements,as a
235、 part of its robust compensation review andassessment process.Nonbinding advisory approval of this proposal requires the vote of the holders of a majority of the voting powerof the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting.THE BOARD REC
236、OMMENDS A VOTE“FOR”THE APPROVAL,ON A NONBINDING ADVISORY BASIS,OF THE COMPENSATIONOF OUR NEOs,AS DISCLOSED IN THIS PROXY STATEMENT2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|21Compensation Committee ReportThe Human Capital and Compensation Committee has reviewed and discussed
237、the Compensation Discussion and Analysis withmanagement.Based on this review and discussion,the Human Capital and Compensation Committee recommended to the Boardthat the Compensation Discussion and Analysis be included(incorporated by reference)in the Companys Annual Report onForm 10-K for the fisca
238、l year ended December 31,2022 and in this Proxy Statement.Submitted by the Human Capital and Compensation Committee of the Board.Steven H.Wunning,ChairAnne M.CooneyTamla D.Oates-ForneyHoward L.Lance22|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTCompensation Discussion and Analy
239、sisExecutiveSummaryNamed Executive OfficersThe following Compensation Discussion and Analysis(“CD&A”)describes our 2022 executive compensation structure,earned byor paid to the following named executive officers(“NEOs”):Anne P.NoonanPresident and Chief Executive OfficerBrian J.Harris(1)Executive Vic
240、e President and Chief Financial OfficerKarli S.AndersonExecutive Vice President,Chief People and ESG Officer andHead of CommunicationsChristopher B.GaskillExecutive Vice President,Chief Legal Officer and SecretaryKekin M.Ghelani(2)Chief Strategy and Growth Officer(1)On September 8,2022,Mr.Harris inf
241、ormed the Company of his intention to retire,and,on March 1,2023,Mr.Harris retired.Following his retirement,Mr.Harrisserved as a Senior Advisor for 30 days and will remain available to the Company for consultation through December 31,2024.(2)Mr.Ghelani joined the Company as its Chief Strategy and Gr
242、owth Officer in May 2022.2022 Financial HighlightsThe Company launched its Elevate Summit strategy in March 2021.Elevate Summit has multiple aspects and horizons:become the market leader in advantaged exurban&markets where we invest and grow for a#1 or#2 market position;utilize asset light partnersh
243、ips to maximize the pull through and reduce volatility in select markets while enhancingEBITDA margin and return on invested capital(“ROIC”);become the most socially responsible integrated construction materials solution provider;anddevelop innovative solutions to address tomorrows challenges.Within
244、 these key themes,we specifically targeted a reduction in leverage below 3X EBITDA,increase in margins and optimizationof our portfolio.This allowed the Company to achieve the following in 2022:Strong net revenue gains in our aggregates,ready-mix concrete,and cement lines of businessAverage selling
245、prices increased across all three reporting SegmentsNet income attributable to Summit of$272.1 million,adjusted cash gross profit of$649.3 million,adjusted EBITDA of$491.5 million and free cash flow of$32.7 million*We focused on sustainable growth with investments in greenfields while advancing stra
246、tegic divestitures that enhancedour market leadershipReduced our leverage ratio to 2.1x Net Debt to Adjusted EBITDA(a non-GAAP financial measure)at year end 2022,thelowest debt ratio in the Companys history*Adjusted cash gross profit,adjusted EBITDA and free cash flow are non-GAAP financial measures
247、;see“Reconciliation of Non-GAAP Measures to GAAP”on Annex A.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|23Compensation Discussion and AnalysisWhat WePaidIn 2022,our executive compensation structure consisted of four primary components:base salary;annual cash incentives;long-te
248、rm equity incentives;and traditional health/welfare plans.We provide substantially no perquisites to our NEOs.2022 Compensation at a GlancePay ElementDescription2022 Payout/ChangesFixedBase SalaryFixed pay to recruit and retain executivesIn March of 2022,base salariesincreased compared to 2021 for o
249、urNEOs as follows:Mss.Noonan andAnderson and Mr.Gaskill by 5%andMr.Harris by 2%.The base salary increases for Mss.Noonan and Anderson and Mr.Gaskillreflected our standard merit increase.On November 15,2022,Ms.Andersonsbase salary was further increased to$475,000 in connection with herpromotion to Ex
250、ecutive Vice President,Chief People and ESG Officer and Headof Communications.VariableAnnual Cash BonusAnnual cash incentives based onrigorous financial,operational andpersonal goals measured over oneyear:60%Adjusted EBITDA20%EBITDA Margin10%Recordable Incident Rate10%Safety Risk AssessmentReviewedF
251、or 2022,our NEO target Annual CashBonus opportunities were the same as2021 except for Ms.Noonan whoseopportunity increased from 125%of basesalary to 135%of base salary in order toreflect competitive total compensationopportunities for similar roles.In 2022,we modified our performancemetrics to(a)enh
252、ance managementsfocus on profitability through AdjustedEBITDA and EBITDA Margin,and(b)enhance managements focus on thecritical safety metrics of RecordableIncidents and our Safety RiskAssessment.Each of our NEOs earned annual cashbonuses as set forth below in“Elementsof Pay:Annual Cash Incentives202
253、2Actual Performance and Payouts.”Long-Term Equity IncentivesAnnual long-term equity awards alignexecutives interests with stockholders.50%Performance UnitsVest 50%based on 3-yearrelative total shareholder return(“TSR”)compared to MaterialsSector and Capital GoodsSector in the S&P 400 MidcapIndex.Cap
254、ped at target if absoluteTSR is negative.Vest 50%based on theaverage three-year ROICperformance for threesuccessive one-year periods.Maximum payout is capped at200%of target.Grants are based in theCompanys Class A CommonStock.50%RSUsVest ratably over 3 yearsGrants are based in theCompanys Class A Co
255、mmonStock.For 2022,our NEO target Long-TermEquity Incentive opportunities were thesame as 2021 except for Ms.Noonanwhose opportunity increased from 305%of base salary to 340%of base salary inorder to reflect competitive totalcompensation opportunities for similarroles.Performance attainment/payouts
256、for the2020 performance unit grant coveringJanuary 1,2020 through December 31,2022 were as follows:3-year TSR performanceranked at the 38thpercentile(75.4%of target payout)3-year ROIC performance wasabove target at 8.67%(108.5%of target payout)The combined payout with50/50 weighting was 91.9%oftarge
257、t.OtherTraditional BenefitsExecutive benefits are substantiallysimilar to benefits offered to otheremployees.No change24|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTPay Mix and MagnitudeThe Human Capital and Compensation Committee believes that a significant majority of both th
258、e Chief Executive Officers andother NEOs pay should be at risk and not guaranteed.Compensation is tied to challenging performance objectives and this isillustrated in our pay mix.A large percentage of total target compensation is at risk through long-term equity awards and annual cashincentive award
259、s.These awards are linked to performance measures that correlate with long-term stockholder value creation.Theamounts actually realized by our NEOs with respect to these awards depend on a variety of factors,including the level of attainmentof the relevant performance goals and the extent of vesting
260、 of performance units and RSUs and the value of our stock whenperformance units and RSUs vest.The target values of long-term equity incentive awards used in the charts below differ from the compensation reported in theSummary Compensation Table due to the use of the grant date fair value in the Summ
261、ary Compensation Table which is calculatedin accordance with ASC 718,utilizing the assumptions discussed in our audited consolidated financial statements included in the2022 Annual Report.The mix of total direct compensation at target for 2022 for our Chief Executive Officer and the average of ourot
262、her NEOs is shown in the charts below.At-Risk Pay:83%Base Salary,17%Annual CashIncentive,24%Long-Term EquityIncentive,59%Chief Executive OfficerAt-Risk Pay:67%Base Salary,33%Annual CashIncentive,23%Long-Term EquityIncentive,44%Average of Other NEOsThe Human Capital and Compensation Committee approve
263、d the following compensation targets for 2022:Base SalaryAnnual Bonus Target as%of Base SalaryLong-Term Incentive Target as%of Base SalaryAnne P.Noonan$1,000,000135%340%Brian J.Harris$631,00075%155%Karli S.Anderson$394,000(1)60%125%Christopher B.Gaskill$441,00060%125%Kekin M.Ghelani$525,00075%125%(1
264、)On November 15,2022,Ms.Andersons base salary was increased from$394,000 to$475,000 in connection with her promotion to Executive Vice President,Chief People and ESG Officer and Head of Communications.Elements of Pay:Base SalaryThe Human Capital and Compensation Committee determines base salaries fo
265、r the NEOs and other executives based on anumber of factors,including but not limited to,the Human Capital and Compensation Committees understanding of executive paypractices,individual performance,Company performance and management recommendations(except with respect to the ChiefExecutive Officer).
266、The base salary increases for Mss.Noonan and Anderson and Mr.Gaskill by 5%and Mr.Harris by 2%.The base salary increasesfor Mss.Noonan and Anderson and Mr.Gaskill reflected our standard merit increase for corporate employees in 2022.These basesalaries reflect a thorough review of competitive market d
267、ata,internal alignment of total compensation opportunity,and areconsistent with competitive market data provided by the Independent Compensation Consultant.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|252022 Target Base Salary2021 to 2022 IncreaseAnne P.Noonan$1,000,0005%Brian
268、J.Harris$631,0002%Karli S.Anderson$394,000(1)5%Christopher B.Gaskill$441,0005%Kekin M.Ghelani$525,000NA(2)(1)On November 15,2022,Ms.Andersons base salary was increased from$394,000 to$475,000 in connection with her promotion to Executive Vice President,Chief People and ESG Officer and Head of Commun
269、ications.(2)Mr.Ghelani joined the Company as its Chief Strategy and Growth Officer in May 2022.Elements of Pay:Annual Cash Incentives2022 TARGET ANNUAL INCENTIVE AWARD OPPORTUNITIESAt the start of each fiscal year,the Board approves annual incentive compensation targets,as a percentage of target bas
270、e salary,based on competitive market data provided by the Independent Compensation Consultant for our direct competitors and overall peergroup,managements recommendations and other relevant factors.The 2022 annual incentive targets,as a percentage of targetbase salary,for our NEOs were unchanged fro
271、m 2021(other than(i)Ms.Noonans whose annual incentive target was increased from125%to 135%of her target base salary to reflect competitive total compensation opportunities for similar roles and(ii)Mr.Ghelaniwhose first day of employment with the Company was in May 2022)as follows:Target BonusAnne P.
272、Noonan135%Brian J.Harris75%Karli S.Anderson60%Christopher B.Gaskill60%Kekin M.Ghelani75%(1)(1)For 2022,Mr.Ghelanis annual incentive award was prorated based on the number of days Mr.Ghelani was employed by the Company in 2022.2022 ANNUAL INCENTIVE METRICSThe metrics underlying our annual incentive w
273、ere selected as the strongest indicators of our success.Adjusted EBITDA andEBITDA Margin are among our most important financial measures,while safety goals ensure that we focus on sustainableperformance.The Board has discretion to adjust the target financial metrics to reflect,among other things,mer
274、gers,acquisitions,divestitures and other non-routine activity both inside and outside of managements control during the fiscal year.26|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTFor 2022,we modified our performance metrics to(a)enhance managements focus on profitability throug
275、h Adjusted EBITDA andEBITDA Margin,and(b)enhance managements focus on the critical safety metrics of Recordable Incidents and our Safety RiskAssessment.As a result,in 2022,our performance metrics and weightings were as follows for our NEOs:Metric and WeightingDefinition/NotesAdjusted EBITDA(60%)Net
276、income(loss)before interest expense(income),income tax expense(benefit)and depreciation,depletion and amortization,adjusted to exclude accretion,losson debt financings,transaction costs,non-cash compensation and certain othernon-cash and non-operating items.EBITDA Margin(20%)Adjusted EBITDA divided
277、by net revenue.Recordable Incident Rate(RIR)(10%)Any employee work-related injury that requires medical treatment and results in apositive diagnosis of an injury,a prescription or work restrictions(per OSHA),divided by hours worked.Safety Risk Assessments Reviewed(SRAR)(10%)Managers must review and
278、give feedback on risk assessments developed byemployees to identify,analyze and suggest opportunities to reduce/eliminate thehazards and/or risks associated with a specific task.PERFORMANCE TARGETS AND PAYOUT RANGESThe achievement factor for each of the performance metrics was determined by multiply
279、ing the weight attributed to each performancemetric by the applicable payout percentage for each metric.For Adjusted EBITDA and EBITDA Margin payout percentages weredetermined by calculating actual achievement against the target amount based on a pre-established scale.Financial PerformanceFor Adjust
280、ed EBITDA and EBITDA Margin,payout percentages for actual performance between the specified threshold,target,andmaximum performance levels is interpolated on a straight-line basis.The following table shows the payout percentages associatedwith various levels of achievement of Adjusted EBITDA and EBI
281、TDA Margin:2022 Payout Percentage50%(Threshold)100%(Target)200%(Maximum)2022 Adjusted EBITDA(Performance as a Percentage of Target)90%100%110%50%(Threshold)100%(Target)200%(Maximum)2022 EBITDA Margin(Performance as a Percentage of Target)94.3%100%105.3%Safety Performance TargetsThe overall safety me
282、tric achievement factor equals the sum of each metrics payout percentage multiplied by its weighting.Themaximum payout opportunities for the safety metrics is 200%of target.For the safety metrics,payout percentages for actualachievement between the specified threshold,target and maximum levels were
283、adjusted on a linear basis.For the safety metricsbelow,the lower the result,the stronger the performance.All safety targets,other than CPMH,required year-over-year improvementin performance.2022 Payout Percentage50%(Threshold)100%(Target)200%(Maximum)RIR10%Safety1.101.000.90SRAR10%Safety90%2023 NOTI
284、CE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|272022 ACTUAL PERFORMANCE AND PAYOUTSThe initial targets shown in the below table are based on the performance goals and funding scales approved in the first quarter of2022.During the year,the target for Adjusted EBITDA was decreased and the
285、target for EBITDA Margin was increased to account fordispositions.Actual Adjusted EBITDA results were certified by the Human Capital and Compensation Committee,as disclosed inthe below table.InitialTargetAdjustedTarget(1)ApprovedResults(2)(3)PayoutPercentageWeightWeightedPayoutPercentageAdjusted EBI
286、TDA($Millions)$561.93$523.6$496.073.7%60%44.2%EBITDA Margin24.7%25.5%23.0%50%20%10%RIR1.0000.88200%10%20%SRAR75%96%200%10%20%(1)The targets for Adjusted EBITDA and EBITDA Margin were decreased and increased,respectively,to account for dispositions during the year.(2)In addition to the Adjusted EBITD
287、A reconciliation provided with Annex A,the Human Capital and Compensation Committee approved small adjustments related tonon-recurring severance and litigation costs in 2022 that were outside of managements control.(3)See“Reconciliation of Non-GAAP Measures to GAAP”on Annex A.PERSONAL PERFORMANCE MO
288、DIFIERIn 2021,each NEO had personal performance goals that were weighted 20%in determining the annual cash incentive earned.In2022,such weighted personal performance goals were eliminated and replaced with a personal performance modifier that wasapplied to each NEOs annual cash incentive that was ca
289、pped at 200%.The personal performance modifier was recommendedby the CEO for each NEO(other than the CEO)and approved by the Human Capital and Compensation Committee.No personalperformance modifiers used in 2022 exceeded 120%.In determining the appropriate individual personal performance modifier fo
290、r an NEO,the CEO and the Human Capital andCompensation Committee,as applicable,reviewed the personal commitments made by each NEO for 2022.These personalcommitments related to,among other things,how the NEO could drive the execution of the Companys Elevate Summit vision andstrategy,enhance organizat
291、ional effectiveness,and enhance the effectiveness of their respective roles within the Company.2022 Base SalaryTarget Incentive as aPercentage ofBase SalaryActual IncentiveEarned as aPercentage ofTarget BonusIndividualPerformance ModifierAnnual CashIncentive EarnedAnne P.Noonan$1,000,000135%94.2%100
292、%$1,271,970Brian J.Harris$631,00075%94.2%90%$401,307Karli S.Anderson(1)$404,12560%94.2%120%$274,359Christopher B.Gaskill$441,00060%94.2%120%$299,167Kekin M.Ghelani(2)$333,17375%94.2%100%$248,005(1)On November 15,2022,Ms.Andersons base salary was increased from$394,000 to$475,000 in connection with h
293、er promotion to Executive Vice President,Chief People and ESG Officer and Head of Communications.(2)For 2022,Mr.Ghelanis annual cash incentive was prorated based on the number of days he was employed by the Company in 2022.Elements of Pay:Long-Term Equity IncentivesOur long-term equity incentives fo
294、r NEOs in 2022 consisted of a balance of performance units(50%)and RSUs(50%).TheHuman Capital and Compensation Committee uses competitive market data from our annual total compensation study to assistwith targeted long-term incentive value.In addition,the Human Capital and Compensation Committee con
295、siders individualperformance,potential future contributions to our business,internal equity and managements recommendations except in the caseof the Chief Executive Officer.28|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTAward TypeWeightingVestingValue Tied ToPerformance Units50
296、%At the end of three years based 50%onrelative TSR performance and 50%on ROICperformanceThree-year TSR ranking compared tocompanies in the Materials Sector andCapital Goods Sector in the S&P 400 MidcapIndex and ROIC performance compared totargeted performance criteriaRSUs50%Vest over three years in
297、equal annualinstallments on each anniversary of the grantdateStock price performancePerformance Units Granted in 2022The 2022 performance units focus our executives on the long term performance of the Company relative to industry peers andpredetermined financial targets.The performance metrics are r
298、elative TSR and return on invested capital(“ROIC”).The peer group for determining our relative TSR is separate and distinct from the peer group used to evaluate and set NEOcompensation levels discussed under“Compensation Decision ProcessRole of Peer Companies and Competitive MarketData.”The Relative
299、 TSR peer group represents a broader array(typically near 65 to 70 companies)of industry peers competing forstockholders and investors.ROIC is determined for the performance period by dividing(i)the arithmetic mean of the following for each fiscal year during theperformance period:the Companys Adjus
300、ted EBITDA(as reported on the Companys audited financial statements)for each suchfiscal year,reduced by depreciation,depletion and amortization charges for such fiscal year by(ii)the arithmetic mean of the followingfor each fiscal year during the performance period:the sum of the Companys total outs
301、tanding long-term debt,stockholdersequity,retained earnings and accumulated other comprehensive income,in each case,as reported on the Companys auditedfinancial statements for such fiscal year.The Compensation Committee believes that including ROIC as a performance metricincentivizes management to m
302、aximize efficiency of capital deployed for the benefit of the Companys stockholders.The performance period for the performance units granted in March 2022 began on January 1,2022 and ends on December 31,2024 and are earned based on performance against the target below.Beginning in 2021,the performan
303、ce units are measured usingthe average three-year performance against one-year ROIC goals.The changes to the design of the performance units were theresult of the following:The Companys new leadership team embarking on a new strategy;Allowed realistic performance targets to be set when management an
304、d the committee have the most current information;Allowed stronger shareholder alignment with the most realistic ROIC stretch targets;andProvided more realistic targets in a highly uncertain environment due to COVID-19 and economic forces.Earned amounts will be interpolated on a straight line basis
305、for performance between threshold,target,and maximum performancerequirements.Financial goals are established based on a review of historical and strategic forward-looking performance criteriaand are established at reasonable but stretch performance requirements for threshold,target,and maximum payou
306、t opportunities.We will proactively disclose the ROIC performance requirements and performance attainment at the completion of the three-yearperformance period.Level of AchievementBelow ThresholdThresholdTargetMaximumCap(if applicable)Relative TSRPosition 25thpercentile25thpercentile50thpercentile75
307、thpercentileCapped at 100%if Company TSRis negative over performanceperiod,regardless of rankingAchievementPercentage0%50%of target100%target200%of targetSee“Treatment of Long-Term Incentive Awards Upon Termination or Change in Control”for a description of the potential vestingof the NEOs equity awa
308、rds that may occur in connection with certain termination events and a change in control.2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS|29For 2022,the Human Capital and Compensation Committee set the target pay levels and made the grants set forth in the tablebelow.2022 Target Lo
309、ng-TermIncentive as%of Base Salary2022 Target Long-TermIncentive(1)Performance UnitsGranted(#)Restricted Stock UnitsGranted(#)Anne P.Noonan340%$3,400,00049,89749,897Brian J.Harris155%$978,05014,35314,353Karli S.Anderson125%$492,5007,2277,227Christopher B.Gaskill125%$551,2508,0898,089Kekin M.Ghelani1
310、25%$656,25012,22929,001(2)(1)The target award values shown vary from the values listed in the 2022 Grants of Plan-Based Awards Table for two reasons.First,the 2022 Grants of Plan-BasedAwards Table uses the Monte Carlo valuation method,which determines the accounting expense for our performance units
311、 because 50%is based on Relative TSR.This generated an expense value approximately 115.5%higher than the actual value on the grant date for the awards issued on March 1,2022 to each of ourNEOs(other than Mr.Ghelani),and an expense value approximately 113.8%higher than the actual value on the grant d
312、ate for the awards issued on September 15,2022 to Mr.Ghelani.However,we do not believe the Monte Carlo accounting model is appropriate for purposes of setting total compensation opportunity.Second,to mitigate the potential impact of short-term stock price swings on our equity grants,we use the 20-da
313、y average closing stock price immediately preceding thegrant date to determine the grant size,rather than the closing stock price on the actual grant date as shown in the 2022 Grants of Plan-Based Awards Table.(2)Pursuant to Mr.Ghelanis offer letter,in addition to his annual equity grant equal to 12
314、5%of his base salary,he also received an initial equity grant of RSUshaving a value of$450,000.Performance Units Earned for the Performance Period 20202022Performance units were granted to our NEOs then employed by the Company that were subject to Relative TSR and ROICperformance for the three-year
315、performance period beginning January 1,2020 and ending December 31,2022.The Relative TSRpeer group was companies in the Materials Sector and Capital Goods Sector in the S&P 400 Midcap Index.Relative TSR performancewas based on dividends plus beginning and ending stock prices based on the trailing 20
316、-day average closing price.The ROICperformance goal achievement levels were as follows:threshold(7.5%),target(8.5%),and maximum(10.5%and above).Duringthe performance period,our Relative TSR ranked at the 38thpercentile and our ROIC exceeded our target performance criteria at8.7%,resulting in a payou
317、t equal to 91.9%of target.Performance Units Achievement for the 2021 and 2022 GrantsROICPerformance units were granted to our NEOs then employed by the Company that were subject to Relative TSR and ROICperformance for the three-year performance periods beginning January 1,2021 and January 1,2022.The
318、 Relative TSR peergroup is companies in the Materials Sector and Capital Goods Sector in the S&P 400 Midcap Index.Relative TSR performancewas based on dividends plus beginning and ending stock prices based on the trailing 20-day average closing price.ROIC performanceis based upon a three-year averag
319、e during the performance period.The ROIC performance goal achievement levels for the performance units granted in 2021 were as follows:threshold(7.63%),target(8.4%),and maximum(9.5%and above).The ROIC performance goal achievement levels for the performance units grantedin 2022 were as follows:thresh
320、old(8.8%),target(10.5%),and maximum(11.5%and above).While no payout is made until theend of the respective three-year average performance periods,during 2021 and 2022,the Companys ROIC performance was 8.8%and 9.1%,respectively.Retirement,Perquisites,and Other BenefitsWe have a tax-qualified contribu
321、tory retirement plan established to qualify as a deferred salary arrangement under Section 401(k)of the Internal Revenue Code of 1986,as amended(the“Code”).The plan covers all U.S.employees,including our NEOs,who arelimited to their annual tax deferred contribution limit as allowed by the Internal R
322、evenue Service(the“IRS”).We provide for matchingcontributions to the plan,including 100%of pre-tax employee contributions,up to 4%of eligible compensation.Employer contributionsvest immediately.The Company also offers the members of a select group of management or highly compensated employees,includ
323、ing the NEOs,the opportunity to supplement their retirement savings through the Summit Materials Deferred Compensation Plan(the“DCP”).Aneligible participant in the DCP may elect to defer up to 50%of such participants base salary compensation and up to 100%ofsuch participants designated discretionary
324、 bonus award compensation and annual incentive award compensation.The DCP alsopermits Company-provided credits to participants accounts,but no such credits are currently being made.Additional informationabout the DCP is reflected in“2022 Non-Qualified Deferred Compensation”below.In alignment with a
325、health and safety culture,the Company offers an Executive Health Program through the Mayo Clinic for theCEO and the executive team,including all the NEOs.The Human Capital and Compensation Committee approved this program inthe Fall of 2021 and the use of this benefit is voluntary and not all executi
326、ves will utilize it annually.The value of the program will notexceed$10,000 annually for each eligible executive.30|SUMMIT MATERIALS 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTCompensation Discussion and AnalysisHow WePaidOur Compensation PhilosophyOur executive compensation program is intende
327、d to attract,motivate and retain executive officers and to align the interests of ourexecutive officers with stockholders interests.The Boards objectives for our program include,but are not limited to,the following:To offer competitive total compensation opportunities compared to our peers and to ba
328、lance the need for talent with reasonable compensation expenseTo enhance stockholder value by focusing management on financial metrics that drive valueTo recognize and reward executives whose knowledge,skills and performance are critical to our successTo attract,motivate and retain executive talent
329、willing to commit to long-term stockholder value creationTo align executive decision making with business strategy and discourage excessive risk takingSay-on-Pay VotesIn 2022,the Human Capital and Compensation Committee considered the outcome of the stockholder advisory vote on 2021executive compens
330、ation when making decisions relating to the compensation of our NEOs and our executive compensation programand policies.Our stockholders voted at our 2022 annual meeting,in a nonbinding advisory vote,on the 2020 compensation paidto our NEOs.Our stockholders overwhelmingly(99%)approved the compensati
331、on of our NEOs.Based on the level of support,theHuman Capital and Compensation Committee determined that stockholders generally support our compensation practices.TheCompany has determined to hold this advisory,say-on-pay vote annually,consistent with the stated preferences of our stockholdersand wi
332、th the results of our 2022 Annual Meeting of Stockholders where the majority of the votes cast were in favor of an annualadvisory vote.In addition,the Company continued its efforts to reach out to investors for feedback in 2022.During the year,the Companysinvestor relations and legal departments con
333、tacted many of the Companys largest investors and engaged in conversations with asignificant portion of the investor base.The feedback received in these conversations was generally positive in regard to the Companyscompensation programs.The Human Capital and Compensation Committee intends to continue to consider the views of ourstockholders when designing,reviewing and administering the Companys c
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