1、LOCAL PRESENCE.NATIONAL SCALE.BUILDING MORE TOGETHER.NOTICE OF 2021 ANNUAL MEETING OFSTOCKHOLDERS,PROXY STATEMENT,AND2020ANNUAL REPORTLOCAL PRESENCE.NATIONAL SCALE.BUILDING MORE TOGETHER.LOCAL PRESENCE.NATIONAL SCALE.BUILDING MORE TOGETHER.On behalf of the Board of Directors,and all the Summit Mater
2、ials employees,I want to thank those on the frontlines of the COVID-19 pandemic who have worked to keep all of us safe.We also offer our sympathies to those who have personally experienced loss during this time.Despite the challenges 2020 presented,it was an exceptional year for our Company.Summit p
3、roduces the essential materials that support the comforts of life,including by supplying industries like residential construction,energy production and transportation infrastructure.In 2020 we welcomed our new CEO,Anne Noonan.Anne has been working tirelessly since her first days and we are particula
4、rly excited about her leadership in establishing the Elevate Summit strategy presented to investors on March 16,2021.Elevate Summit is a compre-hensive program designed to maximize returns to our stakeholders by focusing on key finan-cial goals:achieving greater than 30%Adjusted EBITDA Margin,greate
5、r than 10%Return on Invested Capital(ROIC),and a leverage ratio of less than three times.Guiding these ambitious,multi-year objectives are our mission,vision and values that are described in this Annual Report.Our vision is to be the most socially responsible,integrated construction materials soluti
6、ons provider collaborating with stakeholders,to deliver differentiated innova-tions and solve our customers challenges.As part of our commitment to social responsibility we continue to advance and improve sustainability programs across the Company.We also continue to provide deeper levels of transpa
7、rency and accountability to our stakeholders.In 2020 we completed an extensive greenhouse gas emissions study that enables increased visibility into our impact on the environment and will allow us to plan reduction efforts in the coming years-we are wholly in support of achieving carbon neutrality b
8、y 2050.We are also committed to improving our human capital management,with focus on the areas of safety,talent management and recruitment.With regards to corporate governance,as we indicated last year,the Board of Directors be-lieves that a classified board structure and supermajority voting requir
9、ements are no longer necessary,and the Company has included in this years annual meeting agenda proposals to(i)declassify the Board of Directors,and(ii)eliminate the supermajority voting require-ment.Additionally,we are pleased to note that with Anne Noonans appointment,Summit has now achieved gende
10、r parity on its Board.Thank you again for your continued support of Summit Materials.We recognize and appreci-ate the responsibility that your commitment brings.We believe strongly in Summit Materials,the dedication of our nearly 6,000 employees,and the opportunities that lie ahead.Sincerely,Howard
11、Lance,Chairman of the Board of Directors of Summit Materials,Inc.To Our Valued Stakeholders:Howard LanceChairman of the Board of DirectorsSummit Materials,Inc.LETTER FROM THE CHAIRMANOur role was proven more important than ever in 2020 as we achieved record Adjusted EBITDA and cash flows,allowing us
12、 to reduce our debt ratio to the lowest it has ever been.This is my first letter to you as CEO of Summit Materials,and as I said upon accepting this role,it is an honor to lead this Company into its next phase of growth and value creation.We are grateful for the continued trust and support of our sh
13、areholders,customers and communities.In 2020,the world and global economy faced unprecedented difficulties due to the COVID-19 pandemic.On behalf of Summit Materials,I want to thank all the frontline workers who have labored so hard to keep us safe.I also want to thank all of Summits employees,as es
14、sential workers,you have persevered in the face of great adversity to continue to provide the infra-structure that is vital to the communities we serve.Finally,to all those who have struggled or have lost loved ones over the course of the pandemic,we extend our deepest sympathies.Even during the cha
15、llenging circumstances of this past year,our employees were able to not only adapt all our procedures to address COVID but better our safety record.From 2019 to 2020,we improved our recordable incident rate by 6%and our lost time incident rate by 62%.From a financial perspective,2020 was an outstand
16、ing year for Summit.We reported net income of$138 million and Adjusted EBITDA of$485 million.1 Our aggregates businesses,particularly in the West Segment,delivered superb results,driven by robust demand in Utah and superior margin performance.We were also pleased with the strong performance generate
17、d by our ready mix,asphalt,and paving lines of business across Texas.These successes helped offset a challenging year for our Kentucky and Cement businesses.Ken-tucky was impacted by the cancellation of lettings due to funding conditions,while our Cement business was hindered by the temporary shutdo
18、wn of its waste recycling business.Throughout 2020,we committed to increase cash flow from operations and improve our balance sheet.We reduced our leverage ratio from 3.6x to 3.2x Net Debt to EBITDA,1 which is the lowest in Company history.We also increased our ROIC,from 7.5%in 2019 to 8.1%in 2020.1
19、Summits team spent the last few months developing our strategy for the future,in careful con-sideration of feedback from investors and other stakeholders.I want to thank each investor who participated in our perception study as well as our customers,who also gave us great insight.During this process
20、 we defined Summits Mission,Vision,and Values which are set forth in the pages that follow and will guide our decisions moving forward,including our new strategic roadmap.We call this new initiative Elevate Summit,and it includes four core strategic priorities:Market Leadership:Where we are dedicate
21、d to being the leader in exurban and rural markets to enhance our long-term value to customers and stakeholders Asset Light Approach:Where we will focus on developing strategic partnerships to do more business with less invested capital Social Responsibility:Where we are committed to improving our s
22、ocial and human impact,land reclamation practices,and carbon emissions Innovation:Where we will focus on enhancing our value proposition to customers by leveraging technology,anticipating their current and future needs,and delivering customized solutions when and how they want them.Execution of our
23、strategic priorities will be enabled by a culture of excellence,simplification,and standardization.Weve set ambitious,yet achievable goals by which well measure success,which include driving towards an Adjusted EBITDA margin of greater than 30%;a ROIC of greater than 10%,and less than three times Ne
24、t Debt to EBITDA.Investor feedback suggests that achievement of these goals will further enhance alignment with shareholders.I want to close by again thanking our nearly 6,000 employees whose hard work is the reason for our performance in 2020 your determination and dedication to the Companys succes
25、s,particularly during a global pandemic,is inspiring.Finally,I want to thank our Board of Directors for their continued counsel and all of our stakeholders,including our investors and customers,for their ongoing commitment and support.Sincerely,Anne P.Noonan,Chief Executive Officer of Summit Materia
26、ls,Inc.To Our Valued Stakeholders:Anne P.NoonanChief Executive OfficerSummit Materials,Inc.LETTER FROM THE CEO(1)This is a non-GAAP measure,please see the reconciliations at the back of this report.FINANCIAL DATA0%5%10%15%20%25%21.3%22.7%MARGIN(%)2018201922.7%2020ADJUSTEDEBITDA MARGIN1FINANCIAL DATA
27、 SUMMARY(1)This is a non-GAAP measure,please see the reconciliations at the back of this report.In 2020,our net revenue increased 5.1%over 2019,and we reported earnings of$138.0 million,or$1.21 per basic share.Additionally,operating income increased 5.4%to$225.2 million.We achieved these results,des
28、pite challenges due to COVID,as a result of the tireless work of our nearly 6,000 employees and by focusing on sustainable growth with investments in greenfields and acquisitions aligned with end markets that are underpinned by strong growth fundamentals.YEAR-ENDNET LEVERAGE10123454.5x3.6x3.2x201820
29、192020NET REVENUE$1.91 B$2.03 B20182019$2.13 B2020$0$0.5$1.0$1.5$2.0$2.5$IN BILLIONSNET INCOME ATTRIBUTABLETO SUMMIT,INC.$33.9 MILLION$59.1 MILLION20182019$138 MILLION20200306090120150$IN MILLIONSSummits mission is to provide the foundation to connect our communities today and build a better tomorro
30、w.Summits vision is to be the most socially responsible,integrated construction materials solution provider,collaborating with stakeholders to deliver differentiated innovations and solve our customers challenges.SAFETY:We are committed to keeping our employees,customers,and communities safe in all
31、that we do.INTEGRITY:We build trust by doing whats right and remaining accountable,even when no one is watching.SUSTAINABILITY:We answer to the impact of our actions and seek out opportunities to develop innovative practices and solutions.INCLUSIVITY:We act intentionally to bring together our local
32、communities and drive equity for all stakeholders.ELEVATE SUMMIT IS DESIGNED TO YIELD LONG-TERM RESULTSAdjusted EBITDA Margin30%10%Return on Invested Capital(ROIC)3xNet Debt toEBITDASUMMIT RESPONDS TO COVIDEverything starts with safety at Summit.Despite the challenges of the COVID-19 pandemic,we wer
33、e able to improve on several safety metrics and incor-porate COVID-19 safety protocols to ensure the safety of our workforces.Safety is an integral part of our culture at Summit and the pandemic has been a reminder that our commitment to the health and safety of our employees,customers,and the commu
34、nities we serve is ever paramount.We thank our nearly 6,000 employees whose dedication and hard work contributed immeasurably to the Companys success in 2020,especially under such unprece-dented circumstances.Below are just a few highlights from an exceptional year at Summit.Our work is often in pla
35、ces where hand washing is a challenge.Employees at our operating company,RK Hall,developed and built mobile hand washing stations to ensure that employees had the ability,even at the most remote jobsites,to wash their hands.HAND WASHING STATIONSEvery customer or vendor who visits any of our mine sit
36、es,must complete site-specific training and risk assessment.To enable our teams to conduct such trainings and assessments safely during the pandemic,the safety team at our operating company,Hamm,devised a system to perform the training outside with 6 feet social distancing measures in place and sani
37、tizing stations outside of scalehouses.TRAINING AND RISK ASSESSMENTThe pandemic expedited our efforts in offering a contactless and paperless experience for our customers.To meet this need,the Company implemented an eTicketing solution,providing for paperless transactions and electronic signatures m
38、aximizing social distancing and in turn keeping our customers and employees as safe as possible while continuing to operate our businesses.E-TICKETING SYSTEMSustainability is a core value at Summit Materials.Our commitment to being stewards of our environment and thoughtful members of our communitie
39、s is central in our strategy to drive long-term stakeholder value.We work hard to continuously evolve our sustainability program and goals to meet the expectations of our stakeholders,and the rapidly evolving world.Through the following efforts,we are able to showcase the most important initiatives
40、across our companies and their significant impact.SUMMIT SUSTAINABILITYWILDLIFE HABITAT COUNCILWe are dedicated to land conservation through our partnership with the Wildlife Habitat Council,including the 8 certified programs we man-age,which use more than 2,500 acres of land,benefiting 27 species d
41、irectly,6 different types of habitats,and thousands of employee hours.RECYCLED METALWe recycled more than 3,000 tons of metals in 2020.We did so by scrapping old and retired equipment,recycling drums,and other materials such as aluminum and cans through our Recycling facility in Kansas.3,000TMORE TH
42、ANRECYCLED CONCRETEIn 2020,we recycled more than 407,000 tons of concrete.This includes returns,old roadways,and material that is recrushed and reused or sold as blocks.407KAPPROX.IN TONSRECYCLED RAPRecycled Asphalt accounted for approximately 16%of our total asphalt production in 2020.For this proc
43、ess,we mill and reuse worn out road ways and roofing shingles.APPROX.16%OF SUMMIT MATERIALS TOTALASPHALT PRODUCTION IN 2020The 2021 Annual Meeting of Stockholders(the Annual Meeting)of Summit Materials,Inc.(Summit Materials or theCompany)will be held at 8:00 a.m.,Mountain Time,on Wednesday,May 19,20
44、21,on the Internet through a virtual webconference at in light of COVID-19(Coronavirus).The Annual Meeting is beingheld for the following purposes:To elect the three nominees for director,named in the attached Proxy Statement(the Proxy Statement)to serveuntil the 2024 Annual Meeting of Stockholders
45、and until their respective successors are elected and qualified;To approve,on a nonbinding advisory basis,the compensation of our named executive officers(NEOs),asdisclosed in the Proxy Statement;To ratify the appointment of KPMG LLP(KPMG)as our independent registered public accounting firm for ourf
46、iscal year ending January 1,2022;To approve and adopt an amendment and restatement of the Companys 2015 Omnibus Incentive Plan;To approve and adopt the Companys 2021 Employee Stock Purchase Plan;To approve and adopt an amendment to the Companys amended and restated Certificate of Incorporation(which
47、we refer to as the Charter)to remove the three separate classes of directors of the Board of Directors(theBoard)of the Company and replace with one class of directors and to make certain non-substantive changesrelated thereto(the Declassification Amendment);To approve and adopt an amendment to the C
48、ompanys Charter to reduce the vote required to amend certainprovisions of the Companys Charter and Bylaws to the affirmative vote of the holders of a majority of the totalvoting power of the then-outstanding shares of stock of the Company(the Majority Vote Amendment);To approve and adopt an amendmen
49、t to the Companys Charter to add an exclusive federal forum selectionprovision for any action arising under the federal securities laws of the United States of America(the FederalForum Selection Amendment);andTo approve and adopt an amendment to the Companys Charter to delete,in its entirety,Article
50、 X regarding theCompanys waiver of Section 203 of the Delaware General Corporation Law and to make certain non-substantiveamendments related thereto and to reflect the fact that The Blackstone Group Inc.together with its affiliates,subsidiaries,successors and assigns no longer owns 30%or more in vot
51、ing power of the stock of the Companyentitled to vote generally in the election of directors(the Sponsor Amendment);andTo transact such other business as may properly come before the Annual Meeting or any adjournment or post-ponement thereof.The Board recommends you vote(i)FOR the election of each o
52、f the nominees to the Board;(ii)FOR the approval,on anonbinding advisory basis,of the compensation of our NEOs,as disclosed in the Proxy Statement;(iii)FOR the ratification ofthe appointment of KPMG as our independent registered public accounting firm;(iv)FOR the approval and adoption of theamendmen
53、t and restatement of the Companys 2015 Omnibus Incentive Plan;(v)FOR the approval and adoption of theNOTICE OF 2021 ANNUALMEETING OF STOCKHOLDERSTO BE HELD ON WEDNESDAY,MAY 19,20211234567891025MAR202115391160Companys 2021 Employee Stock Purchase Plan;(vi)FOR the approval and adoption of an amendment
54、 of the CompanysCharter to approve the Declassification Amendment;(vii)FOR the approval and adoption of an amendment of the CompanysCharter to approve the Majority Vote Amendment;(viii)FOR the approval and adoption of an amendment of the CompanysCharter to approve the Federal Forum Selection Amendme
55、nt;and(ix)FOR the approval and adoption of an amendment of theCompanys Charter to approve the Sponsor Amendment.The Board has fixed March 24,2021 as the record date for determining stockholders entitled to receive notice of,and to vote at,the Annual Meeting or any adjournment or postponement thereof
56、.Only stockholders of record at the close of business on thatdate will be entitled to notice of,and to vote at,the Annual Meeting.A list of these stockholders will be open for examination byany stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meet
57、ing at ourprincipal executive offices at 1550 Wynkoop Street,3rd Floor,Denver,Colorado 80202,and electronically during the AnnualMeeting at when you enter your control number.This Notice of 2021 AnnualMeeting of Stockholders,Proxy Statement and form of proxy are being distributed and made available
58、on or about April 5,2021.As always,we encourage you to vote your shares prior to the Annual Meeting.By Order of the Board of DirectorsChristopher B.GaskillChief Legal OfficerDenver,ColoradoApril 5,20215MAR202106373372Health and wellness programsTraining and development programs with broad participat
59、ion throughout all levels of the CompanyAn excellent safety track recordRobust community engagement including support for local STEM education projects28%of our workforce identifies as non-white50%of our Board of Directors is female and 50%of our executive officers are female,including our Chief Exe
60、cutive OfficerWe have made conscious strides to address DEI within our business,including:Increasing diversity in our workforce,and in 2020,over half of the participants in our internship program identified as non-whiteInstituting DEI and unconscious bias awareness training at our businessTo continu
61、e to move us forward in the areas of DEI,as well as continuing to develop our workforce,the Compensation Committeerecently renamed itself the Human Capital and Compensation Committee,and amended its charter to more clearly reflect its oversightof talent development,diversity and inclusion,employee e
62、ngagement and company cultureWe operate in 21 states and one Canadian provinceOur end market base is roughly 39%state infrastructure-related and approximately 61%residential and non-residential(based on netrevenues)Environmental programs support profitability:Recycled more than 407,000 tons of concr
63、ete and more than 3,000 tons of metal in 2020Recycled asphalt accounted for 16%of total tons produced in 2020On average,36%of our cement plants energy came from alternative fuel in 2020.This equates to the amount of power thatan estimated 117,000 American homes use in one yearWe remain focused on ex
64、ploring new,innovative ways in which we can meaningfully reduce the environmental impact where weoperate and are wholly in support of achieving carbon neutrality by 2050Approximately 500 students participated in educational events that we hosted,the majority of which occurred prior to lockdownsresul
65、ting from the COVID-19 pandemicOur employees volunteered approximately 1,000 hours to their communities through company sponsored engagementOur vendor code of conduct,human rights,and environmental policies govern our interactions with our stakeholdersOur sustainability website(summit- describes our
66、 deep commitment to the environment and thecommunities in which we operateWe provide nearly 6,000 jobs and believe our human capital is our greatest asset.We support ouremployees with:We value diversity,equity,and inclusion(DEI):Our geographic and end-user diversification and integration help us wit
67、hstand market cycles:We focus on sustainability and community involvement to secure a stable and profitable future:WHO WE ARESummit Materials is an integrated supplier of heavy-side construction materials such as aggregates,cement,ready-mix concrete,and asphalt,as well as paving services.We offer cu
68、stomers a single-source provider for construction materials and related downstream products throughour vertical integration.Our operations benefit from Summits access to capital,IT resources,performanceoptimization practices and a highly-experienced management team.We believe this model allows us to
69、 realize thebenefits of locally invested operators with the expertise and economies of scale of a larger entity.ooooo5MAR202115102680Primarily driven by net revenue gains in our aggregates and products lines of businessOur West Segment reported higher revenue from all lines of businessNet income of$
70、138.0 million,record adjusted EBITDA of$485.0 million(a non-GAAP financial measure)and free cash flow of$245.6 million(a non-GAAP financial measure).We focused on sustainable growth with investments in greenfields and acquisitions aligned with end markets that are underpinned bystrong growth fundame
71、ntalsReduced our leverage ratio to 3.2X Net Debt to Adjusted EBITDA(a non-GAAP financial measure),the lowest debt ratio in theCompanys history*See Reconciliation of Non-GAAP Measures to GAAP on Annex A.Separate independent Chairman and Chief Executive Officer50%of Board members are femaleAge diversi
72、ty on the Board;short average tenure;no over-boarded directorsThe Board includes senior operational and financial executives with materials,technology,supply chain and investor expertiseIn 2020,net revenue increased 5.1%over 2019,and we reported earnings of$138.0 million,or$1.21per basic share.Opera
73、ting income increased 5.4%to$225.2 million:2020 PERFORMANCEOUR GOVERNANCE11MAR2019211435942020 was an unprecedented year as we confronted the global challenge of the COVID-19 pandemic.On behalf of the Board ofDirectors,and all of the Summit Materials employees,I want to thank those on the frontlines
74、 who have worked to keep all of ussafe.We also offer our sympathies to those who have personally experienced loss due to the pandemic.Notwithstanding the macro difficulties,2020 was an exceptional year for our Company.Summit Materials produces the essentialmaterials that support the comforts of life
75、 that are now more important than ever.Construction of our homes,schools,roads,hospitals,windfarms,and distribution centers require aggregates,cement,ready-mix concrete and asphalt.As a result of strongdemand,we achieved record Adjusted EBITDA and cash flows,allowing us to reduce our debt ratio to t
76、he lowest in Companyhistory.We also welcomed our new CEO,Anne Noonan.We are excited about her leadership as we position the Company for its nextchapter of value creation.Anne jumped in with both feet and her fresh perspective,vision and enthusiasm are true assets for theCompany.As I noted last year,
77、integral to our strategy in driving long-term stakeholder value is our commitment to being stewards of ourenvironment and thoughtful members of our communities.We continue to make significant efforts to advance and improve oursustainability programs across the Company.We also continue to refine our
78、disclosures,providing a deeper level oftransparency and accountability to our stakeholders.In 2020 we completed an extensive greenhouse gas emissions study that enables increased visibility into our impact and willallow us to plan reduction efforts in the coming yearswe are wholly in support of achi
79、eving carbon neutrality by 2050.We are also improving our environmental footprint by recycling and reusing resources.One highlight of those efforts involves ourasphalt operations,which derived 16%of our products from recycled material.Additionally,we recycled 407,000 tons ofFinally,I would be remiss
80、 not to note our reclamation and conservation efforts,we now have more than 2,500 acres across thecountry being used for our certification programs by the Wildlife Habitat Council.We were also recently awarded the GovernorsMined Land Reclamation Award by the Kansas Department of Transportation.With
81、regards to corporate governance,as we indicated last year,the Board of Directors believes that a classified board structureand supermajority voting requirements are no longer necessary,and the Company has included in this years annual meetingagenda proposals to(i)declassify the Board of Directors,an
82、d(ii)eliminate the supermajority voting requirement.Additionally,weare pleased to note with Anne Noonans appointment to our Board of Directors,Summit has now achieved gender parity on itsBoard.Research shows a strong relationship between Board gender balance and corporate performance.Thank you again
83、 for your continued support of Summit Materials.We recognize and appreciate the responsibility that yourcommitment brings.The strength and resilience of the Company is evident,and we thank Summits founder,Tom Hill,for layingthe groundwork for this business.We believe strongly in Summit Materials,the
84、 dedication of our nearly 6,000 employees,andthe opportunities that lie ahead.Sincerely,Howard LanceChairman of the Board of DirectorsSummit Materials,Inc.Letter from the ChairmanTo Our Valued Stakeholders:concrete,and more than 3,000 tons of metals.1Item 1Election of Directors.1Who We Are.2Director
85、s Whose Terms Expire at the 2021 Annual Meeting.2Directors Whose Terms Expire at the 2022 Annual Meeting.5Directors Whose Terms Expire at the 2023 Annual Meeting.8Board Organization.10Board Operations.14Director Compensation.17.19Item 2Nonbinding Advisory Vote on the Compensation or our NEOs.20Compe
86、nsation Committee Report.21Compensation Discussion and AnalysisExecutive Summary.22Compensation Discussion and AnalysisWhat We Paid.24Compensation Discussion and AnalysisHow We Paid.32Compensation Tables.37Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.39.48
87、Item 3Ratification of Appointment of KPMG.48Independent Registered Public Accounting Firm.49Audit Committee Report.50.51Item 4Approval and Adoption of the Amendment and Restatement of the Companys 2015 Omnibus Incentive Plan.51Item 5Approval and Adoption of the Companys 2021 Employee Stock Purchase
88、Plan.59.63Item 6Amendment of the Companys Charter to Declassify the Board.63Item 7Amendment of the Companys Charter to Remove the Super Majority Voting Requirement.65Item 8Amendment of the Companys Charter to Add a Federal Forum Selection Provision.67Item 9Amendment of the Companys Charter to Delete
89、 the Waiver of Section 203 of the DGCL.68.69Certain Relationships and Related Person Transactions.69Statement of Policy Regarding Transactions with Related Persons.71.72Holdings of Major Stockholders.72Section 16(a)Beneficial Ownership Reporting Compliance.73.74.78 .80.97.108.110.111.112OUR BOARD OF
90、 DIRECTORSOUR PAYOUR AUDITORSOUR PROPOSED EQUITY PLANSOUR OTHER PROPOSALSOUR RELATIONSHIPSOUR STOCKHOLDERSUSERS GUIDE ANNEX A:RECONCILIATION OF NON-GAAP MEASURES TO GAAP ANNEX B:AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLANANNEX C:SUMMIT MATERIALS,INC.2021 EMPLOYEE STOCKPURCHASE PLANANNEX D-1:DEC
91、LASSIFICATION AMENDMENTANNEX D-2:MAJORITY VOTE AMENDMENTANNEX D-3:FEDERAL FORUM SELECTION AMENDMENTANNEX D-4:SPONSOR AMENDMENTTABLE OF CONTENTSSUMMIT MATERIALS,INC.5MAR2021063723601OUR BOARD OF DIRECTORS2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTITEM 1ELECTION OF DIRECTORSSUMMIT MATERIALS1The
92、board of directors(the Board)of Summit Materials,Inc.(Summit Materials or the Company)currently has eight seats,divided into three classes:Class I,Class II and Class III.Each class consists,as nearly as possible,of one-third of the totalnumber of directors.Our Class III directors are Howard L.Lance,
93、Anne K.Wade and Susan A.Ellerbusch,and their terms will expire at thisAnnual Meeting.Our Class I directors are Anne P.Noonan,Joseph S.Cantie and Anne M.Cooney,and their terms will expire at the2022 Annual Meeting.Our Class II directors are John R.Murphy and Steven H.Wunning,and their terms will expi
94、re at the 2023 AnnualMeeting.The Board proposes that Mr.Lance and Mss.Wade and Ellerbusch be reelected to Class III for new terms of three years each.Each nominee for director will,if elected,continue in office until the 2024 Annual Meeting and until the directors successor hasbeen duly elected and
95、qualified,or until the earlier of the directors death,resignation or removal.If the Declassification Amendment(Proposal 6)is approved and adopted by the Companys stockholders,(i)the current Class Idirectors will be elected at the 2022 Annual Meeting to serve for a term of one year,(ii)the current Cl
96、ass I and II directors willbe elected at the 2023 Annual Meeting to serve for a term of one year,and(iii)the current Class I,II and III directors will beelected at the 2024 Annual Meeting to serve for a term of one year,at which time all directors will be elected to serve for oneyear terms at all su
97、bsequent Annual Meetings.The proxy holders named on the proxy card intend to vote the proxy(if you are a stockholder of record)for the election of eachof these nominees,unless you indicate on the proxy card that your vote should be withheld for any of the nominees.UnderSecurities and Exchange Commis
98、sion(SEC)rules,proxies cannot be voted for a greater number of persons than the numberof nominees named.Each nominee has consented to be named as a nominee in this Proxy Statement and to serve if elected.If any nominee is notable to serve,proxies will be voted in favor of the other nominees and may
99、be voted for a substitute nominee,unless the Boardchooses to reduce the number of directors serving on the Board.THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE2MAR2021223533532We,the members of your Board,take seriously our jobs of overseeing Summit Materials on your behalf and on behalf of ouremploye
100、es,customers,suppliers and other stakeholders,all of whom uniquely matter to us.The Board has nominated three directors to be elected at the Annual Meeting to each serve for three-year terms ending with the2024 Annual Meeting of Stockholders and until a successor is duly elected and qualified,or unt
101、il the earlier of the directorsdeath,resignation or removal.Each nominee is currently a director of the Company and has agreed to serve if elected.The ageshown below for each director is as of May 19,2021,which is the date of the Annual Meeting.Howard L.Lance is the former President and Chief Execut
102、ive Officer of MaxarTechnologies Inc.and its predecessor MacDonald,Dettwiler andAssociates Ltd.,a global communications and information company,a positionhe held from May 2016 until January 2019.Career HighlightsPresident and Chief Executive Officer,Maxar Technologies Inc.(May 2016-January2019)Execu
103、tive Advisor to The Blackstone Group Inc.(2012-April 2016)President&CEO,Harris Corporation(2003-2011)Skills/ExperienceAge:65Leadership experienceDirector since 2012Extensive management and operational experienceChairman since 2013EducationBS in Industrial Engineering,Bradley UniversityCompensationMS
104、 in Management from the Krannert School of Management at Purdue UniversityNominating and CorporateGovernanceAlso.Before joining Harris Corporation,Mr.Lance was co-president of NCR Corporation andChief Operating Officer of its Retail and Financial Group.Previously,he spent 17 yearsChange Healthcare,I
105、nc.with Emerson Electric Co.,where he held senior management positions includingNew Vista Acquisition CorpExecutive 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
106、 Technologies segment and President of its CopelandRefrigeration division.Directors Whose Terms Expire at the 2021 Annual MeetingHoward L.Lance2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTWho We AreBOARD COMMITTEESOTHER BOARDS2SUMMIT MATERIALS 11MAR2019211205963Anne K.Wade is currently a partner
107、 at Leaders Quest,an organization focusedon culture,values,and driving social and financial impact in major corporations.Career HighlightsAs 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
108、Capital GroupCompanies(1995-2012)Skills/ExperienceFinancial and investing experienceAge:49Extensive knowledge of infrastructure sectorsDirector since 2016EducationBA,magna cum laude,Harvard UniversityAuditMS,London School of EconomicsAlso.Man Group plcMs.Wade is a Member of the Board of Trustees of
109、the Heron Foundation in New York.Big Society Capital Ltd.NextEnergy RenewablesAnne K.Wade2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD COMMITTEESOTHER BOARDSSUMMIT MATERIALS327MAR2020081941514Chief Executive Officer of Air Liquide North America LLC,the North Americansubsidiary of Air Liquid
110、e S.A.,a world leader in gases,technologies andservices for industry and health,with a presence in 80 countries and more than3 million customers and patients.Career HighlightsChief Executive Officer of Air Liquide USA LLC(June 2017-September 2019)President,Air Liquide Large Industries U.S.(September
111、 2015-June 2017)Various executive positions,including President,BP Biofuels North America from2008 to 2015Skills/ExperienceManagement and operational experienceAge:53Extensive knowledge of chemicals and energy industriesDirector since 2018EducationBS in genetics,University of Illinois Urbana-Champai
112、gnAuditMBA,University of Illinois ChicagoAlso.As head of Air Liquides operations in the U.S.and Canada,Ms.Ellerbusch leads thecompanys Large Industries,Industrial Merchant,Health Care,Hydrogen Mobility andElectronics businesses.Susan A.Ellerbusch2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD
113、 COMMITTEES4SUMMIT MATERIALS 5MAR2021063855725Anne P.Noonan was named the President and Chief Executive Officer ofSummit Materials on September 1,2020.Prior to joining Summit Materials,Ms.Noonan served as president and chief executive officer and as a director ofOMNOVA Solutions Inc.(OMNOVA),a globa
114、l provider of emulsion polymers,specialty chemicals,and engineered surfaces for a variety of commercial,industrial,and residential end uses,with manufacturing,technical,and otherfacilities located in North America,Europe,China,and Thailand,from December2016 until April 1,2020 when OMNOVA was acquire
115、d by Synthomer plc.Career HighlightsPresident and Chief Executive Officer,Summit Materials(September 2020-present)President and Chief Executive Officer,OMNOVA(November 2016-April 2020)Age:57President,Performance Chemicals,OMNOVA(2014-November 2016)Director since 2020Skills/ExperiencePublic company g
116、overnance experienceN/AOperational expertiseEnvironmental and safety expertiseExtensive experience in risk management and accounting and financeCF Industries Holdings,Inc.Corporate strategy,strategic imitative,and mergers&acquisitions expertiseEducationBS in Chemistry,University College Dublin,Irela
117、ndMS in Organometallic Chemistry,University College Dublin,IrelandAlso.Ms.Noonan spent 27 years at Chemtura Corporation,a global manufacturer of specialtychemicals.Directors Whose Terms Expire at the 2022 Annual MeetingAnne P.Noonan2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD COMMITTEESOTH
118、ER BOARDSSUMMIT MATERIALS527MAR2020081847376Joseph 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 HighlightsExecutive Vice President and Ch
119、ief Financial Officer of 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 ofLucasVarity Plc(1996-1999)Skills/ExperienceAge:
120、57Financial and operating experienceDirector since 2016Extensive knowledge of the industrial sectorEducationAuditBS,State University of New York at BuffaloAlso.TopBuild CorpMr.Cantie spent 10 years at KPMG and is a certified public accountant.Howmet Aerospace Inc.Joseph S.Cantie2021 NOTICE OF ANNUAL
121、 MEETING AND PROXY STATEMENTBOARD COMMITTEESOTHER BOARDS6SUMMIT MATERIALS 11MAR2019211153307Anne M.Cooney is the former President of the Process Industries and DrivesDivision of Siemens Industry,Inc.,a division of Siemens AG,a multinationalconglomerate primarily engaged in industrial engineering,ele
122、ctronics,energy,healthcare and infrastructure activities,a position she held from October 2014until her retirement in December 2018.Career HighlightsPresident,Process Industries and Drives Division of Siemens Industry,Inc.(2014-2018)Chief Operating Officer for Siemens Healthcares Diagnostics divisio
123、n(2011-2014)President,Drives Technologies Division,Siemens Industry,Inc.(2009-2011)Age:61Skills/ExperienceDirector since 2018Leadership experienceManagement and operational experienceCompensationEducationNominating and CorporateBS in Industrial Management,Gannon UniversityGovernance(Chair)MBA,Emory
124、UniversityAlso.The ManitowocCompany,Inc.Ms.Cooney was Vice President of Manufacturing at Aladdin Industries and held keymanagerial positions with the General Electric Company.Anne M.Cooney2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD COMMITTEESOTHER BOARDSSUMMIT MATERIALS711MAR2019211230848
125、John R.Murphy served as Summit Materials Interim Chief Financial Officer fromJanuary 2013 to May 2013 and from July 2013 to October 2013.Career HighlightsSenior Vice President and Chief Financial Officer of Smurfit-Stone ContainerCorporation(2009-2010)Various senior management roles,including Chief
126、Financial Officer and Presidentand Chief Operating Officer and as President and Chief Executive Officer,ofAccuride Corporation(1998-2008)Skills/ExperienceFinancial expertiseAge:70Management experienceDirector since 2012EducationBS in Accounting,Pennsylvania State UniversityAudit(Chair)MBA,University
127、 of ColoradoNominating and CorporateGovernanceAlso.Mr.Murphy is a Certified Public Accountant.OReilly Automotive,Inc.Alight Solutions LLCApria Healthcare LLCDirectors Whose Terms Expire at the 2023 Annual MeetingJohn R.Murphy2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD COMMITTEESOTHER BOAR
128、DS8SUMMIT MATERIALS 27MAR2020082055799Steven H.Wunning served as Group President and Executive Office Member forCaterpillar Inc.(Caterpillar)from January 2004 until his retirement in February2015.He joined Caterpillar in 1973.Career HighlightsGroup President and Executive Office Member for Caterpill
129、ar from January 2004 untilhis retirement in February 2015.Various executive positions at Caterpillar,including Vice President,Logistics Divisionfrom January 2000 to January 2004 and Vice President,Logistics&Product ServicesDivision from November 1998 to January 2000.Skills/ExperienceExtensive board
130、and management experienceAge:70Industrial and building products industry expertiseDirector since 2016EducationBS in Metallurgical Engineering from Missouri University of Science and TechnologyCompensation(Chair)MBA,University of Illinois Urbana-ChampaignNominating and CorporateGovernanceAlso.Mr.Wunn
131、ing serves on the Board of Trustees of Missouri University of Science andTechnology.The Sherwin WilliamsCompanyKennametal Inc.Black&Veatch HoldingCompanySteven H.Wunning2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBOARD COMMITTEESOTHER BOARDSSUMMIT MATERIALS910Good corporate governance at Summit
132、 Materials starts at the topwith how we,as the Board,are governed.We believe ourboard governance 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
133、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.Each year our stockholders are asked to elect the directors comprising one ofthe classes for a three-year term.The Board believes that the
134、 classified board structure served the Company well following itsIPO by promoting continuity and stability.However,the Board now feels,given the Companys continued growth and maturationfollowing the IPO,that a classified board structure is no longer necessary.Accordingly,the Board has included Propo
135、sal 6 inthis Proxy Statement to declassify the Board.Under 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 direct or indirect material relationship w
136、ithus or any of our subsidiaries.In addition,the director must meet the bright-line test for independence set forth by the NYSErules.Our Corporate Governance Guidelines define independence in accordance with the independence definition in the currentNYSE rules.Our Corporate Governance Guidelines req
137、uire the Board to review the independence of all directors at leastannually.In the event a director has a relationship with the Company that is relevant to his or her independence and is notaddressed by the objective tests set forth in the NYSE independence definition,the Board will determine,consid
138、ering all relevantfacts 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 and Wade is independent,under the guidelines for director independence set forth in the Corpora
139、te GovernanceGuidelines and under all applicable NYSE rules,including with respect to applicable committee membership.Our Board also hasdetermined that(i)each of the members of the Audit Committee,Messrs.Cantie and Murphy and Mss.Ellerbusch and Wade,isindependent for purposes of Section 10A(m)(3)of
140、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 and financial literacy determinations,the Board considered
141、 and reviewed all information known to it,including information identified through annual directors questionnaires.The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with thebest interests of the Company.The Boards responsibility is one of
142、 oversight,and in performing its oversight role,the Boardserves as the ultimate decision-making body of the Company,except for those matters reserved to or shared with ourstockholders.In accordance with the Companys belief that its long-term success includes being good stewards of the environment,th
143、e Boardoversees and supports the Companys initiatives in these areas.In addition,the Board takes pride in supporting the Companysefforts to offer a safe work environment to its employees and being a good corporate citizen in its local communities.In accordance with our Corporate Governance Guideline
144、s,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 onwhether the roles of Chairman and Chief Executive Officer should be separate or combined and,if separate,whether the
145、Chairman should be selected from the independent directors.We believe that the separation of the Chairman of the Board andChief Executive Officer positions is appropriate corporate governance for us as this time.Accordingly,Mr.Lance serves as theChairman of the Board while Ms.Noonan serves as our Ch
146、ief Executive Officer.Our Board believes that this structure bestencourages the free and open dialogue of differing views and provides for strong checks and balances.Director Independence DeterminationBoard Leadership2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBoard Organization10SUMMIT MATERIA
147、LS 11Our investor relations website at investors.summit- Documents,has additional informationon our board governance and corporate governance,including our Corporate Governance Guidelines,our Code of BusinessConduct and Ethics;and the charters approved by the Board for the Audit Committee,the Human
148、Capital and CompensationCommittee,and the Nominating and Corporate Governance Committee.The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whencircumstances require.During 2020,there were ten(10)meetings of the Board.Each director attended at l
149、east 75%of theaggregate of the total number of meetings of the Board(held during the period for which he or she was a director)and the totalnumber of meetings held by all committees on which he or she served(during the periods that he or she served)during 2020.Inaddition,directors are expected to ma
150、ke every effort to attend any meetings of stockholders.All of our directors attended the2020 Annual Meeting of Stockholders.The Board has established an Audit Committee,a Human Capital and Compensation Committee,and a Nominating andCorporate Governance Committee(collectively,the Committees).The Comm
151、ittees keep the Board informed of their actionsand assist the Board in fulfilling its oversight responsibility to stockholders.The table below provides current membershipinformation as well as meeting information for the last fiscal year.Anne P.NoonanHoward L.Lance*Joseph S.CantieAnne M.CooneyChairS
152、usan A.EllerbuschJohn R.MurphyChairAnne K.WadeSteven H.WunningChairTotal Meetings in 2020*Independent chairman of the Board.The functions performed by these Committees,which are set forth in more detail in their charters,are summarizedbelow.Our Audit Committee consists of Messrs.Murphy and Cantie an
153、d Mss.Ellerbusch and Wade,with Mr.Murphy serving as chair.Our Audit Committee is responsible for,among other things:selecting and hiring our independent registered public accounting firm,and approving the audit and non-audit servicesto be performed by our independent registered public accounting fir
154、m;assisting the Board in evaluating the qualifications,performance and independence of our independent registeredpublic accounting firm;assisting the Board in monitoring the quality and integrity of our financial statements and our accounting and financialreporting;assisting the Board in monitoring
155、our compliance with legal and regulatory requirements;reviewing the adequacy and effectiveness of our internal control over financial reporting;assisting the Board in monitoring the performance of our internal audit function;reviewing with management and our independent registered public accounting
156、firm our annual and quarterly financialstatements;Corporate Governance DocumentsBoard Meetings and CommitteesHuman Capital andNominating and CorporateNameAudit CommitteeCompensation CommitteeGovernance CommitteeAudit Committee2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT773SUMMIT MATERIALS1112es
157、tablishing procedures for the receipt,retention and treatment of complaints received by the Company regardingaccounting,internal accounting controls or auditing matters and the confidential,anonymous submission by ouremployees of concerns regarding questionable accounting or auditing matters;prepari
158、ng the Audit Committee Report that the rules and regulations of the SEC require to be included in our annualproxy statement;review and discuss with management and our independent registered public accounting our guidelines and policieswith respect to risk assessment and risk management,including the
159、 major financial risk exposures and the stepsmanagement has taken to monitor and control such exposures;andreview our information technology security controls with our Head of Information Technology and evaluate theadequacy of our information technology security program,compliance and controls with
160、the Head of InformationTechnology.John R.Murphy(Chair)Joseph S.CantieSusan A.EllerbuschAnne K.WadeIn 2021,the Companys compensation committee was renamed the Human Capital and Compensation Committee to emphasizethe Companys commitment to(i)diversity,equity,and inclusion,(ii)talent management,and(iii
161、)fostering employee engagementand strengthening the Companys culture.Our Human Capital and Compensation Committee consists of Messrs.Wunning andLance and Ms.Cooney,with Mr.Wunning serving as chair.reviewing and approving or making recommendations to the Board with respect to corporate goals and obje
162、ctivesrelevant 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 with respect to,the
163、compensation of our otherexecutive officers,including annual base salary,bonus,equity-based incentives and other benefits;reviewing and recommending the compensation of our directors;reviewing and discussing annually with management our Compensation Discussion and Analysis disclosure requiredby SEC
164、rules;preparing the Compensation Committee Report required by the SEC to be included in our annual proxy statement;reviewing and making recommendations with respect to our equity compensation plans;review,periodically,the Companys(i)talent management strategies,such as the Companys recruitment,devel
165、opment,promotion and retention programs;(ii)diversity and inclusion within the Company;and(iii)employeeengagement and company culture;andreviewing and discussing with our Chief Executive Officer the Companys succession plans for key positions at thesenior officer level,including the qualifications,e
166、xperience,and development priorities for these individuals.Our Nominating and Corporate Governance Committee consists of Messrs.Lance,Murphy,and Wunning and Ms.Cooney,withMs.Cooney serving as chair.Audit Committee Member Independence;Financial Literacy;Financial ExpertIndependent under NYSEgovernanc
167、e standardsAudit Committeeand Rule 10A-3 of Exchange ActFinancially LiterateFinancial ExpertHuman Capital and Compensation CommitteeOur Human Capital and Compensation Committee is responsible for,among other things:Nominating and Corporate Governance Committee2021 NOTICE OF ANNUAL MEETING AND PROXY
168、STATEMENT12SUMMIT MATERIALS 13assisting 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 informal interviews with ourcur
169、rent directors to ensure the Board is functioning properly;reviewing and advising the Board on developments in corporate governance practices;developing and recommending a set of corporate governance guidelines;andrecommending members for each committee of our Board.The Nominating and Corporate Gove
170、rnance Committee identifies individuals believed to be qualified as candidates to serve onthe Board and selects,or recommends that the Board select,the nominees for all directorships to be filled by the Board or byour stockholders at an annual or special meeting.In identifying candidates for members
171、hip on the Board,the Committee takes into account all factors it considers appropriate,which may 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 othe
172、r factors the Committee considers appropriate,which may include age,diversity of background,existingcommitments to other businesses,potential conflicts of interest with other pursuits,legal considerations such asantitrust issues,corporate governance background,relevant career experience,relevant tec
173、hnical skills,relevantbusiness or government acumen,financial and accounting background,executive compensation background and thesize,composition and combined expertise of the existing Board.Although the Nominating and Corporate Governance Committee considers diversity in all its forms,including div
174、ersity ofviewpoints,background and experiences,the Company does not have a formal diversity policy.The Board is proud of thegender diversity it has been able to accomplish over the last few years,which has resulted in the Board beingcomprised of 50%females and 50%males.At the same time,the Board rec
175、ognizes that other forms of diversity,includingracial and ethnic diversity,are not represented on the Board.However,the Board is committed to increasing its overall diversityand has retained a third-party search firm to help identify potential candidates.The Committee also may consider the extent to
176、 which the candidate would fill 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 Nominating and Corporate Governance Committee evaluates
177、 director candidates recommended by stockholders on thesame basis as it considers other nominees.Any recommendation submitted to the Chief Legal Officer and Secretary should bein writing and should include any supporting material the stockholder considers appropriate in support of that recommendatio
178、n,but must include information that would be required under the rules of the SEC to be included in a proxy statement solicitingproxies for the election of such candidate and the written consent of the candidate to serve as one of our directors,if elected.Stockholders wishing to propose a candidate f
179、or consideration may do so by submitting the above information to the attention ofthe Chief Legal Officer and Secretary,Summit Materials,Inc.,1550 Wynkoop Street,3rd Floor,Denver,Colorado 80202.Allrecommendations for nomination received by the Chief Legal Officer and Secretary that satisfy the requi
180、rements of our Amendedand Restated Bylaws(the Bylaws)relating to such director nominations will be presented to the Nominating and CorporateGovernance Committee for its consideration.Please see the section entitled Future Shareholder Proposals and Nominationsfor information regarding the advance not
181、ice provisions applicable to stockholder director nominations set forth in our Bylaws.During 2020,the members of the Human Capital and Compensation Committee were Messrs.Wunning,Ted A.Gardner(through May 19,2020)and Lance and Ms.Cooney,none of whom was,during the fiscal year,an officer or employee o
182、f theCompany and none of whom has ever served as an officer of the Company.During 2020,none of our executive officers servedas a director or member of the compensation committee(or other committee serving an equivalent function)of any other entitywhose executive officers served on our Human Capital
183、and Compensation Committee or the Board.Our Nominating and Corporate Governance Committee is responsible for,among other things:Director NominationsCompensation Committee Interlocks and Insider Participation2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS1314The Board believes that
184、 the practices it follows and the guidelines it adopts governing how it operates set an important tone atthe top.Among other things the Board:meets regularly;meets periodically in executive session of its independent directors;has the authority to retain independent advisors;enables directors to hav
185、e access to management;limits the number of public company boards on which directors may serve;expects its members as well as the Companys executives to satisfy the stock ownership guidelines;andprohibits its members and the Companys executives from taking specified hedging and pledging actions with
186、 theCompanys stock.The Boards independent directors meet at regularly scheduled executive 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
187、 and Secretary,Summit Materials,Inc.,1550 Wynkoop Street,3rd Floor,Denver,Colorado 80202.Written communications may be addressed tothe Chairman of the Board,the chairperson of any of the Audit,Nominating and Corporate Governance,and Human Capital andCompensation Committees,or to the non-management o
188、r independent directors as a group.The Chief Legal Officer will forwardsuch communications to the appropriate party.The Board exercises direct oversight of strategic risks to the Company.The Audit Committee reviews guidelines and policiesgoverning the process by which senior management assesses and
189、manages the Companys exposure to risk,including theCompanys major financial and operational risk exposures and the steps management takes to monitor and control suchexposures.The Human Capital and Compensation Committee oversees risks relating to the Companys compensation andhuman capital management
190、 policies and practices.Each committee charged with risk oversight reports to the Board on thosematters.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 and
191、the measures the Company is taking to mitigate suchrisks.In addition to such updates,our Board and our Audit Committee receive updates from management as to changes to theCompanys cybersecurity risk profile or significant newly identified risks.Executive Sessions and Communications with DirectorsRis
192、k Oversight2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTBoard Operations14SUMMIT MATERIALS 9MAR20211056187315The Company recognizes that environmental,social and governance(ESG)performance is essential to the Companyslong-term success and is an important issue to many of its stockholders.As a re
193、sult,the Company has implemented thefollowing oversight structure to ensure that the Companys performance in these areas is monitored appropriately:ESG OVERSIGHTBOARD OF DIRECTORSAudit CommitteeNominating&GovernanceCommitteeHuman Capital&Compensation CommitteeSENIOR LEADERSHIP TEAM&ERCFinance,Legal,
194、H.R.&I.R.Sustainability CouncilOperations 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 an
195、dreceives regular updates from management and the Companys sustainability team on the Companys environmental risk profileand key risk mitigating initiatives.The Companys management functions involved in overseeing and managing climate riskinclude,but are not limited to,safety,sustainability,finance
196、and internal audit,and legal.Furthermore,each of the Companysoperations has personnel responsible 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 onserio
197、usly.The Company has a dedicated Enterprise Risk Committee(the ERC)that continually identifies and evaluatesenvironmental and other risks,including the Companys compliance with environmental rules and regulations.The committeereports to the Audit Committee.The ERC undertakes regular,systematized rev
198、iew of the environmental risks affecting theCompany,including those associated with climate change,that may affect the Companys businesses and also meets with keyleaders in the Companys operations to identify and address such risks.The Company has established an Environmental Management System(the E
199、MS)to facilitate its ongoing compliance withenvironmental rules and regulations.The Company is in the process of implementing this system across its operations.With respect to abnormal weather and other physical effects of climate change,to which,as an outdoor business,the Companyis acutely attuned,
200、the Company is seeking to monitor and reduce its contribution to climate change.The Companys effortsinclude,but are not limited to,the following:Alignment with the United Nations Sustainable Development Goals to guide and influence the Companys programsand reporting;Recycling of hazardous waste,and
201、use of such waste as an alternative fuel source to power the Companys cementplants;Use of hybrid vehicles and equipment;Use of recycled materials,including recycled asphalt and recycled concrete;Managing and tracking the Companys fleet;Managing and mitigating the Companys waste;Environmental Risk an
202、d Social Issues2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS1516Promoting progressive reclamation and biodiversity focused actions;andManaging the Companys water use,with a focus on areas of water scarcity.The Company also continues to comprehensively focus on its energy inputs,
203、CO2 and other pollutant emissions from its cementplants.From an energy use standpoint,the Companys alternative fuel usage rate of 35%to 40%at its cement plants is notablein comparison to the average U.S.industry rate of 25%as reported by the U.S.Environmental Protection Agency in 2008.TheCompany is
204、very proud of the advancements that it has made in recent years to(i)accept more diverse materials at itshazardous waste recycling business,(ii)increase its alternative fuel use,and(iii)divert thousands of pounds of waste fromlandfills.The Company is working to develop a long-term strategy to addres
205、s its CO2 emissions from its cement operations.With respect to the rest of the Companys business,in 2020 our internal audit group completed a comprehensive review of theCompanys greenhouse gas(GHG)emissions reporting capabilities across all of the Companys operations.This assessmentfocused on Scope
206、1 and Scope 2 emissions,which represent emissions from direct operations and indirect electricity purchases,respectively.Once the Company has implemented the appropriate reporting framework and controls,the Company will bepositioned to establish metrics and goals related to emissions and other facto
207、rs contributing to climate change.As the Companysystematizes its approach to mitigating its climate impact,it will continue to pursue and expand upon the beneficial initiatives it isalready implementing,such as the use of hybrid vehicles,a robust recycling and waste program,and sourcing alternative
208、fuelsto power its operations.Furthermore,the Company seeks to carry out progressive reclamation whenever possible,and it believes in the protection andrestoration of areas of high biodiversity value.In 2014,the Company established a partnership with the Wildlife Habitat Council.We currently have eig
209、ht sites certified by the Wildlife Habitat Council,covering approximately 2,500 acres across the country andreceived recognition for our reclamation efforts in Kansas having been awarded the Governors Mined Land Reclamation Awardby the Kansas Department of Transportation,an indicator of the Companys
210、 values in action.We remain focused on exploringnew,innovative ways in which the Company can meaningfully reduce the environmental impact where we operate and arewholly in support of achieving carbon neutrality by 2050Finally,the Company values the communities in which it operates and offers engagem
211、ent through STEM education programs toenhance local education programs,encourage transparency and outreach.The Companys Code of Business Conduct and Ethics applies to all of its officers,directors and employees,including itsprincipal executive officer,principal financial officer and principal accoun
212、ting officer,or persons performing similar functions andis posted on our website.The Companys Code of Business Conduct and Ethics is a code of ethics,as defined in Item 406(b)of Regulation S-K.The Company will make any legally required disclosures regarding amendments to,or waivers of,provisionsof o
213、ur Code of Business Conduct and Ethics on its website.The information contained on,or accessible from,the Companyswebsite is not part of this Proxy Statement by reference or otherwise.The Companys Securities Trading Policy prohibits directors,officers,and employees(Summit Materials Personnel),family
214、members 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 Companys securities or selling suchsecurities short(i.e.,selling stock that is not owned
215、 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 forwardcontracts,equity swaps,collars and exchange funds)that are designed to hedge or offset any decrease in the
216、market value ofthe Companys equity securities.Code of EthicsShort Sales and Hedging Policy2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT16SUMMIT MATERIALS 17In 2020,all of the Companys non-employee directors received annual cash compensation of$100,000.The independentchairperson of the Board rece
217、ived an additional$150,000 in cash compensation.The respective chairpersons of the AuditCommittee,Human Capital and Compensation Committee and Nominating and Corporate Governance Committee(unless suchchairperson is also the chairperson of the Board)received an additional$15,000,$10,000 and$10,000,re
218、spectively.Directorswho are not employed by us may also receive compensation,from time to time,for service on any special committees of theBoard.The Company reimburses its directors for any reasonable expenses incurred by them in connection with servicesprovided in such capacity.In addition,during 2
219、020,all of the Companys non-employee directors received an annual award of restricted stock units(RSUs)valued at$125,000,which amount differs from the grant date fair value of the RSUs.A grant of 5,342 RSUs wasmade to each of Messrs.Lance,Cantie,Gardner,Murphy,and Wunning and Mss.Cooney,Ellerbusch,a
220、nd Wade onFebruary 28,2020.The RSUs were granted under the Summit Materials,Inc.2015 Omnibus Incentive Plan(the OmnibusIncentive Plan),and the terms thereof are outlined in the table below.Further,the RSU awards are subject to the Companysincentive clawback policies,as in effect from time to time.Ao
221、n plc,the Companys independent compensation consultant(the Independent Compensation Consultant),performs acomprehensive competitive total compensation review for the Companys non-employee directors every other year.A competitivetotal compensation study was performed in November 2020,comparing the Co
222、mpanys total compensation structure and value topeer companies.The Company is currently competitively positioned.In the years the Independent Compensation Consultantdoes not perform a comprehensive review,they review broader U.S.market trends with the Human Capital and CompensationCommittee.RSUsVest
223、 on the firstDeath or Disability/By the Company Without Cause:Unvested portion willanniversary of theimmediately vest.date of grant(1)Retirement(2)/Declining to Stand for Re-election to Our Board(3):Prorated portionimmediately vests;settled at such time as would have been settled according to theori
224、ginal vesting schedule.Change in Control:Accelerated only if not continued,converted,assumed or replacedby the Company or successor entity.By the Company For Cause:Vested and unvested portions are forfeited.(1)Beginning in 2020,non-employee directors have the right to defer the settlement of annual
225、awards of RSUs until the earlier of(i)the first business day in ayear,specified by the director,that is after the date of vesting provided in the RSU award agreement and(ii)a specified period after the directors service onthe Board ends.(2)Retirement is defined in the director form of RSU award agre
226、ement as a directors resignation from service on our Board(other than due to death or disabilityor termination 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
227、stockholders for the calendar year which includes the date of grant.The table below summarizes the compensation paid to non-employee directors for the year ended January 2,2021.Howard L.Lance$250,000$104,383$354,383Joseph S.Cantie$100,000$104,383$204,383Anne M.Cooney$107,500$104,383$211,883Susan A.E
228、llerbusch$100,000$104,383$204,383Ted A.Gardner(3)$0$104,383$104,383John R.Murphy$115,000$104,383$219,383Anne K.Wade$100,000$104,383$204,383Steven H.Wunning$110,000$104,383$214,383(1)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted in fiscal
229、2020,computed in accordance withASC 718,utilizing the assumptions discussed in Note 13,Stock-Based Compensation,to our audited consolidated financial statements included in the 2020Annual Report.As of January 2,2021,each of our non-employee directors held 5,342 RSUs.As noted above,our targeted equit
230、y value is$125,000 annually.Award TypeVestingTermination or Change in Control ProvisionsDirector Compensation TableFees Earned orNamePaid in CashStock Awards(1)(2)Total Compensation2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTDirector CompensationSUMMIT MATERIALS1718The value in this column does
231、 not necessarily match the$125,000 target because we calculate the number of RSUs to grant based on the 20-day averageclosing stock price immediately preceding the grant 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
232、 awards to directors in fiscal 2020.As of January 2,2021,Messrs.Lance and Murphy held 246,611 and 10,220 time-vestingLeverage Restoration Options,respectively.Time-vesting Leverage Restoration Options held by our directors have the same vesting terms as those held by ourNEOs and described in Narrati
233、ve Disclosure to Summary Compensation Table and Grants of Plan-Based Awards TablePre-IPO Long-Term Incentive Awards(Value From Modifications to Eliminate Misalignment Post-IPO).As of January 2,2021,a limited liability company controlled by Mr.Gardner held 27,408warrants,which became exercisable on M
234、arch 17,2016.(3)After discussions with Mr.Gardner and in order to effectuate his wishes,the Board determined not to nominate Mr.Gardner for reelection at the 2020 AnnualMeeting.As a result of Mr.Gardner not standing for reelection,a prorated portion of the RSUs granted to him vested and such RSUs sh
235、all settle according tothe original vesting schedule.Mr.Gardner waived the cash compensation payable to him in 2020.2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT18SUMMIT MATERIALS 5MAR2021063723605MAR20210637285719TOTAL COMPENSATION OPPORTUNITYBase SalaryAnnual Cash IncentivesLong-Term Incentive
236、s(equity-based awards)TraditionalBenefitsEnforce strict insider trading,anti-hedging andNo change-in-control severance multiple in excess ofanti-pledging policiesthree times salary and target bonusSet robust stock ownership guidelines for executives andNo excise tax gross-ups upon a change in contro
237、ldirectorsNo re-pricing or cash buyout of underwater stock optionsProvide provisions for recoupment(clawback)of equityNo enhanced retirement formulasincentive compensation in our award agreements andadopted a policy for clawback of annual cash bonusesNo guaranteed compensationand equity incentive co
238、mpensationNo market timing with granting of equity awardsDisclose performance goals for incentive programsSubstantially no perquisites for our NEOsSet a maximum payout limit on our annual and long-termincentive programs for our NEOsNo payment of dividends or dividend equivalents onunvested stock or
239、unearned performance unitsIncorporate double-trigger change-in-control provisionsthat are consistent with market practiceRetain an independent compensation consultant thatreports directly to the Human Capital and CompensationCommitteePerform an annual compensation program riskassessment to ensure th
240、at the Companys compensationpolicies and practices are not reasonably likely to have amaterial adverse effect on the CompanyStrong alignment between pay and company performanceAnnual review of share utilizationOUR PAYWe believe our executive compensation structure is competitive,is aligned with curr
241、entgovernance trends and contains stockholder-friendly features.These stockholder-friendlyfeatures include the following:What We Do(Best Practice)What We Dont Do/Dont Allow2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTSUMMIT MATERIALS19Our Say-on-Pay Resolution Received 99%Support in 2020.202021
242、NOTICE OF ANNUAL MEETING AND PROXY STATEMENTITEM 2NONBINDING ADVISORY VOTE ON THECOMPENSATION OF OUR NEOs20SUMMIT MATERIALS Under the Dodd-Frank Wall Street Reform Consumer Protection Act(the Dodd-Frank Act)and Section 14A of the ExchangeAct,our stockholders are entitled to vote to approve,on a nonb
243、inding advisory basis,the compensation of our NEOs,asdisclosed in this Proxy Statement in accordance with SEC rules.The compensation of our NEOs subject to the vote is disclosedin the Compensation Discussion and Analysis,the compensation tables,and the related narrative disclosure contained in thisP
244、roxy Statement.The compensation of our NEOs is designed to enable us to attract and retain talented and experiencedexecutives to lead us successfully in a competitive environment,while ensuring that our executives remain incentivized toaccomplish the Companys long-term business plan.As discussed in
245、this Proxy Statement,the vast majority of each NEOs payis at-risk and largely tied to challenging performance goals.We believe that our compensation policies and decisions are stronglyaligned with our stockholders interests.The Board is asking our stockholders to indicate their support for the compe
246、nsation 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 to Item 402 of Regulation S-K,including theCompensation Discussion and Analysis,compensation tables,and nar
247、rative 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 stockholders,whether through this vote or otherwise,are important to managementand the Board and,accordingly
248、,the Board and the Human Capital and Compensation Committee intend to consider the resultsof this vote in making determinations in the future regarding executive compensation arrangements,as a part of its robustcompensation review and assessment process.Nonbinding advisory approval of this proposal
249、requires the vote of the holders ofa majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter at theAnnual Meeting.THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL,ON A NONBINDING ADVISORY BASIS,OF THE COMPENSATIONOF OUR NEOs,AS DISCLOSED IN
250、 THIS PROXY STATEMENT212021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTCompensation Committee ReportSUMMIT MATERIALS21The Human Capital and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis withmanagement.Based on this review and discussion,the Human Capital
251、 and Compensation Committee recommended to theBoard that the Compensation Discussion and Analysis be included(incorporated by reference)in the Companys Annual Reporton Form 10-K for the fiscal year ended January 2,2021 and in this Proxy Statement.Submitted by the Human Capital and Compensation Commi
252、ttee of the Board.Steven H.Wunning,ChairAnne M.CooneyHoward L.Lance22The following Compensation Discussion and Analysis(CD&A)describes our 2020 executive compensation structure,earned byor paid to the following named executive officers(NEOs):Anne P.NoonanPresident and Chief Executive OfficerBrian J.
253、HarrisExecutive Vice President and Chief Financial OfficerMichael J.BradyExecutive Vice President and Chief Business Development OfficerAnne Lee Benedict(2)Executive Vice President and Chief Legal Officer and SecretaryThomas W.Hill(1)Former President and Chief Executive Officer(1)On September 1,2020
254、,Mr.Hill resigned from his role as President and Chief Executive Officer and as a member of the Board of the Company.FromSeptember 1,2020 until December 31,2020,Mr.Hill was employed as a Senior Advisor of the Company to assist in the transition of his role to Ms.Noonan.Since December 31,2020,he has
255、served as a consultant to the Company.See Narrative Disclosure to Summary Compensation Table and Grants of PlanBased Awards TableTransition Agreement for more information.(2)On March 29,2021,Ms.Lee Benedict departed the Company.Amid the unprecedented uncertainty caused by the COVID-19 pandemic,the C
256、ompany responded admirably by swiftly institutingnew safety protocols across its operations.These new safety protocols,which included social distancing when possible andproviding employees with additional personal protective equipment,allowed these critical workers to perform their jobs throughoutth
257、e lockdown periods.Construction is considered an essential business,and the Company employees exhibited extraordinarydiscipline and care to respond to these challenges.In addition,the Company provided full pay to its employees duringquarantine periods when they were unable to work.For the NEOs,2020
258、base salary increases were delayed until July 31,2020 due to the pandemics impact on our business;however,the Company made each NEO retroactively whole for his or her base salary increase and no other adjustments weremade to the compensation paid to our executives as a result of the COVID-19 pandemi
259、c.The Boards oversight of strategy was prominent following the onset of the COVID-19 pandemic.The Board worked diligently toassess the impact of pandemic on all facets of the Company,examining macroeconomic and financial impacts,the effect ofregulatory actions to combat the pandemic on the Companys
260、operations,measures taken to protect health and safety of theCompanys employees,investor perspectives and the Companys business continuity strategy.The Board applied this knowledgeto provide advice and oversight to management as it worked toward the development of a strategy to mitigate the immediat
261、e andpotential long-term impacts of the pandemic,protect the health of the Company and its employees and continue to execute onits strategic objectives and deliver value to shareholders.The Board and each of its Committees remained engaged on each ofthese initiatives throughout the year,regularly re
262、ceiving updates from management,holding additional meetings,and providinginput and oversight as we executed our strategy.While the Company was not immune to the larger economic forces at play,the Company remained focused on serving itscustomers without interruption.In addition,the Company decided,as
263、 a result of the COVID-19 pandemic,to defer certainplanned capital expenditures in 2020,including certain greenfield projects,to future periods.This allowed the Company toachieve the following in 2020:Net revenue increased 5.1%over 2019,and the Company reported record earnings of$138.0 million,or$1.
264、21 perbasic share.Operating income increased by 5.4%to$225.2 million,which was primarily driven by net revenue gains in theaggregates and products lines of business.The Companys West Segment reported higher revenue from all lines of business.Record annual net income of$138.0 million and record Adjus
265、ted EBITDA of$485.0 million(a non-GAAP financialmeasure)and free cash flow of$245.6 million(a non-GAAP financial measure)as the Company focused onsustainable growth with investments in greenfields and end markets that are underpinned by strong growthfundamentals.Reduced the Companys leverage ratio t
266、o 3.2X Net Debt to Adjusted EBITDA(a non-GAAP financial measure),thelowest leverage ratio in company history.*See Reconciliation of Non-GAAP Measures to GAAP on Annex A.Named Executive OfficersResponse to COVID-19 and 2020 Financial Highlights2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTCompensa
267、tion Discussion and AnalysisExecutiveSummary22SUMMIT MATERIALS 232020 was a year of significant transition for the Company as it welcomed a new President and Chief Executive Officer,Ms.Noonan.She brings a wealth of Chief Executive Officer expertise and a fresh strategic perspective and value creatio
268、n to theCompany as we enter this important transition period following the departure of our long-time founder,Mr.Hill.He will continueto lend his strong industry experience and connections to the Company for three years,as covered in his Transition andConsulting Agreement(See Narrative Disclosure to
269、 Summary Compensation Table and Grants of Plan Based Awards TableTransition Agreement for more information).Chief Executive Officer Transition2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS2324In 2020,our executive compensation structure consisted of four primary components:base s
270、alary;annual cash incentives;long-term equity incentives and traditional health/welfare plans.Fixed pay to recruit and retain executivesBase salaries increased for our NEOs(exceptfor Ms.Noonan and Mr.Hill)as follows:Messrs.Harris and Brady by 3%,which wasour standard merit increase for corporateempl
271、oyees in 2020,consistent with competitivemarket practices,and Ms.Lee Benedict by 5%.However,in light of the extraordinarycircumstances surrounding the COVID-19pandemic and its impact on the Companysbusiness,the Company deferred giving effectto the base salary increases until July 31,2020at which tim
272、e it made the increases retroactive.Ms.Noonan did not receive a base salaryincrease because her first day of employmentwith the Company was July 20,2020.Annual cash incentives based on rigorousFor 2020,our NEO target Annual Cash Bonusfinancial,operational and personal goalsopportunities were the sam
273、e as 2019.measured over one year:Each of our NEOs earned annual cash50%Adjusted EBITDAbonuses as set forth below in Elements of20%Operating Cash FlowsPay:Annual Cash Incentives2020 Actual10%SafetyPerformance and Payouts.20%Personal ObjectivesAnnual long-term equity awards alignFor 2020,our NEO targe
274、t Long-Term Equityexecutives interests with stockholders.Incentive opportunities were the same as 2019.50%Performance UnitsFor the performance period January 1,2018Vest 50%based on 3-year relativethrough December 31,2020,our Relative TSRtotal shareholder return(TSR)ranked at the 11th percentile,resu
275、lting in acompared to Materials and Capitalpayout equal to 0%of target.Goods Companies(consisting ofReturn on invested capital(ROIC)was addedGICS industry groups 2010 and 1510)to our program structure in 2020(for thefrom the S&P 400 Midcap Index.performance period 2020-2022).We believeCapped at targ
276、et if absolute TSRROIC performance has a direct alignment withis negative.share price and stockholders interests.Vest 50%based on 3-year averagereturn on invested capital(ROIC)target.Maximum payout is capped at 200%of targetGrants are based in the CompanysClass A Common Stock.50%RSUsVest ratably ove
277、r 3 years.Grants are based in the CompanysClass A Common Stock.One-time equity awards that align executivesCertain of our NEOs were awarded one-timeinterests with stockholders.equity awards as set forth below in Elements100%RSUsof Pay:One-Time Equity Grants.Vest ratably over 2 years.This was a criti
278、cal 2020 action item for a broadGrants are based in the Companysgroup of high-performing senior leadersClass A Common Stock.throughout the organization during thetransition from our long-time founder to ournew Chief Executive Officer.Executive benefits are substantially similar toNo changebenefits o
279、ffered to other employees.2020 Compensation at a GlanceBase SalaryAnnual CashBonusLong-Term EquityIncentivesTraditionalBenefits2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENTCompensation Discussion and AnalysisWhat WePaidWe provide substantially no perquisites to our NEOs.24SUMMIT MATERIALS Pay El
280、ementDescription2020 Payout/ChangesFixedVariableOther6MAR20210142268425The Human Capital and Compensation Committee believes that a significant majority of both the Chief Executive Officers andother NEOs pay should be at risk and not guaranteed.Compensation is tied to challenging performance objecti
281、ves and this isillustrated in our pay mix.A large percentage of total target compensation is at risk through long-term equity awards and annualcash incentive awards.These awards are linked to performance measures that correlate with long-term stockholder valuecreation.The amounts actually realized b
282、y our NEOs with respect to these awards depend on a variety of factors,including thelevel of attainment of the relevant performance goals and the extent of vesting of performance units and RSUs and the value ofour stock when performance units and RSUs vest.The target values of long-term equity incen
283、tive 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 Summary Compensation Table which iscalculated in accordance with ASC 718,utilizing the assumptions discussed in our audited consolidated fina
284、ncial statementsincluded in the 2020 Annual Report.The mix of total direct compensation at target for 2020 for our Chief Executive Officer andthe average of our other NEOs is shown in the charts below.At-Risk Performance-Based Pay:81%At-Risk Performance-Based Pay:67%CHIEF EXECUTIVE OFFICER(1)Base Sa
285、lary,19%Annual CashIncentive,24%Long-TermEquityIncentive,57%Base Salary,33%Annual CashIncentive,22%Long-TermEquityIncentive,45%AVERAGE OF OTHER NEOS(2)(1)Excludes the one-time cash sign-on bonus of$100,000 paid to Ms.Noonan.(2)Other NEOs excludes Mr.Hill.The Human Capital and Compensation Committee
286、approved the following compensation targets for 2020:Anne P.Noonan$925,000125%305%Brian J.Harris$601,00075%155%Michael J.Brady$530,45060%125%Anne Lee Benedict$450,00060%125%Thomas W.Hill$900,000150%360%Pay Mix and MagnitudeBase SalaryAnnual Bonus Target as%of Base SalaryLong-Term Incentive Target as
287、%of Base Salary2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT SUMMIT MATERIALS2526The Human Capital and Compensation Committee determines base salaries for the NEOs and other executives based on anumber of factors,including but not limited to,the Human Capital and Compensation Committees understa
288、nding of executivepay practices,individual performance,Company performance and management recommendations(except with respect to theChief Executive Officer).Base salaries increased for our NEOs(except for Ms.Noonan and Mr.Hill)as follows:Messrs.Harris and Brady by 3%,whichwas our standard merit incr
289、ease for corporate employees in 2020,and Ms.Lee Benedict by 5%.In addition,these base salariesreflect a thorough review of competitive market data,internal alignment of total compensation opportunity,and are consistentwith competitive market data provided by the Independent Compensation Consultant.A
290、nne P.Noonan(2)$925,000NABrian J.Harris$601,0003.0%Michael J.Brady$530,4503.0%Anne Lee Benedict$450,0005.0%Thomas W.Hill$900,0000%(1)In light of the extraordinary circumstances surrounding the COVID-19 pandemic and its impact on the Companys business,the Company deferred giving effectto the base sal
291、ary increases until July 31,2020 at which time it made the increases retroactive.(2)For 2020,Ms.Noonan was paid$418,931 of base salary based on the number of days Ms.Noonan was employed by the Company in 2020.At the start of each fiscal year,the Board approves annual incentive compensation targets,a
292、s a percentage of target basesalary,based on competitive market data provided by the Independent Compensation Consultant for our direct competitors andoverall peer group,managements recommendations and other relevant factors.The 2020 annual incentive targets,as apercentage of target base salary,for
293、our NEOs were unchanged from 2019(other than Ms.Noonan whose first day ofemployment with the Company was July 20,2020),as follows:Anne P.Noonan125%(1)Brian J.Harris75%Michael J.Brady60%Anne Lee Benedict60%Thomas W.Hill150%(1)For 2020,Ms.Noonans annual incentive award was prorated based on the number
294、 of days Ms.Noonan was employed by the Company in 2020.Elements of Pay:Base Salary2020 Target Base Salary2019 to 2020 Increase(1)Elements of Pay:Annual Cash IncentivesTarget Bonus2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT2020 TARGET ANNUAL INCENTIVE AWARD OPPORTUNITIES26SUMMIT MATERIALS 27The
295、 metrics underlying our annual incentive were selected as the strongest indicators of our success.Adjusted EBITDA andoperating cash flow are among our most important financial measures,while safety goals ensure that we focus on sustainableperformance.Personal objectives measure progress against key
296、milestones that are important to long-term value creation.TheBoard has discretion to adjust the target financial metrics to reflect,among other things,mergers,acquisitions,divestitures andother non-routine activity both inside and outside of managements control during the fiscal year.For 2020,perfor
297、mance metrics and weightings were as follows for our NEOs:Net 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
298、non-operating items.Cash flow from earnings,after net capital expenditures,payments on financeleases,and change in working capital.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
299、 hours worked.Same as RIR but only includes injuries that result in at least one full day awayfrom work.The number of preventable auto safety incidents,divided by miles driven.Based on the total incurred insurance-company-posted claim reserves on 1231 of agiven year for all workers compensation,gene
300、ral liability and auto liability claimsdivided by the hours worked in that same calendar year.Varies by individual.See Performance Targets and Payout RangesPersonalPerformance Goals.(1)Safety metrics included various metrics related to the frequency and severity of reported incidents.For 2020,the sa
301、fety metrics(and the weightings assigned toeach safety metric for each NEO)included RIR(4%total award payout),LTIR(1.5%total award payout),PVIR(3%total award payout),and CPMH(1.5%totalaward payout).The achievement factor for each of the performance metrics was determined by multiplying the weight at
302、tributed to eachperformance metric by the applicable payout percentage for each metric.For corporate EBITDA and corporate cash flow payoutpercentages were determined by calculating actual achievement against the target amount based on a pre-established scale.For corporate EBITDA and corporate operat
303、ing cash flow,payout percentages for actual performance between the specifiedthreshold,target,and maximum performance levels is interpolated on a straight-line basis.The following table shows the payoutpercentages associated with various levels of achievement of corporate EBITDA and operating cash f
304、low:2020 Corporate EBITDA90%100%110%(Performance as a Percentage of Target)2020 Corporate Operating Cash Flow90%100%110%(Performance as a Percentage of Target)Metric and WeightingDefinition/NotesAdjusted EBITDA(50%)Operating Cash Flow(20%)Safety(10%)(1)Recordable Incident Rate(RIR)Lost Time Incident
305、 Rate(LTIR)Preventable Incident Rate(PVIR)Cost Per Man Hour(CPMH)Personal Objectives(20%)Financial Performance2020 Payout Percentage25%(Threshold)100%(Target)200%(Maximum)5%(Threshold)100%(Target)150%(Maximum)2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT2020 ANNUAL INCENTIVE METRICSPERFORMANCE T
306、ARGETS AND PAYOUT RANGESSUMMIT MATERIALS2728The overall safety metric achievement factor equals the sum of each metrics payout percentage multiplied by its weighting.Themaximum payout opportunities for the safety metrics is 150%of target.For the safety metrics,payout percentages for actualachievemen
307、t between the specified threshold,target and maximum levels were 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-yearimprovement in performance.RIR40%Safety1.521.321.02LTIR15%Safety0.1940.1
308、70.138PVIR30%Safety1.110.790.59CPMH15%Safety0.210.170.14Personal performance goals may be focused on any combination of corporate,business-unit,or role-specific accomplishments orbehaviors that focus executives on accomplishing our long-term business plan.The maximum payout under the PersonalPerform
309、ance Goal portion of the annual incentive is 150%of target.Anne P.NoonanIn connection with the hiring of Ms.Noonan in July 2020,no personal performance goals were established.Ms.NoonansPersonal Objective portion is based upon her overall performance assessment for 2020,as evaluated and determined by
310、 theBoard and the Human Capital and Compensation Committee.Brian J.HarrisMr.Harriss personal performance goals included optimizing the Companys capital structure.In addition,Mr.Harris was todevelop an information technology roadmap that embraces the long-term vision for the Companys information tech
311、nology.Further,Mr.Harris was to maintain excellent relationships and communications with all major investors and expand theCompanys EBITDA multiple.Finally,Mr.Harris was to work closely with Companys senior operating leadership to supportrealignment of organization structure.Michael J.BradyMr.Bradys
312、 personal performance goals included leading and facilitating the sourcing and execution of select,high-value addinginvestments for the Company.In addition,Mr.Brady was to leverage development team resources to review under-performingoperations within the Company.Further,Mr.Brady was to increase vis
313、ibility and priority of safety assessments for acquisitions.Finally,Mr.Brady was to provide non-deal exposure to development team members to support business performance throughoutthe Company.Anne Lee BenedictMs.Lee Benedicts personal performance goals included evaluating the Companys legal operatio
314、ns for resource efficiencyopportunities.In addition,Ms.Lee Benedict was to help create safety training programming and refine the Companys litigationmanagement program.Further,Ms.Lee Benedict was to continue to improve contract risk mitigation efforts.Finally,Ms.LeeBenedict was to evaluate the Compa
315、nys environmental,safety,and governance policies and programs in order to identifyopportunities for additional stakeholder engagement.Thomas W.HillMr.Hills personal performance goals included executing the Companys 2020 operating plan and three(3)year strategic planaspirations.In addition,Mr.Hill wa
316、s to execute an effective organization plan that aligned talent to the strategic plan,includinghiring a chief operational officer,establishing an operational and regional organization structure and succession plan.Further,Mr.Hill was to improve the communication among the Companys senior management
317、teams and support the chief executiveofficer transition.Safety Performance Targets2020 Payout Percentage0%(Threshold)100%(Target)150%(Maximum)Personal Performance Goals2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT28SUMMIT MATERIALS 29The initial targets shown in the below table are based on the
318、performance goals and funding scales approved in the first quarterof 2020.However,the targets for both corporate EBITDA and corporate operating cash were increased to account foracquisitions during the year.In addition,target corporate operating cash flow was increased as a result of the Companyadju
319、sting its planned capital expenditures in 2020 and electing to defer certain projects to future periods as a result of theCOVID-19 pandemic.The actual results for the 2020 annual incentive plan were certified by the Human Capital andCompensation Committee as shown in the below table.Corporate EBITDA
320、($Millions)$476$491$496$510(2)140%50%70%Corporate Operating Cash Flow($Millions)$229(3)$270$307(4)NA150%20%30%(1)See Reconciliation of Non-GAAP Measures to GAAP on Annex A.(2)Results for corporate EBITDA were adjusted in 2020 to reflect the impact of the explosion at our Green America Recycling faci
321、lity that was a one-timeunforeseeable and extraordinary event outside of the businesss control,which resulted in it operating on a limited basis during the last eight months of 2020.(3)The Company set the initial target for corporate operating cash flow below the initial target in 2019 and the actua
322、l result for 2019 because the Companybudgeted significant capital expenditures for greenfield projects in 2020.(4)The Companys actual results for corporate operating cash flow were 12%,34%,and14%higher than 2019 actual results for corporate operating cash flow,2020 initial target for corporate opera
323、ting cash flow,and 2020 adjusted target for corporate operating cash flow,respectively.Corporate safety(10%weight):Overall weighted performance was 79%of target,resulting in a weighted payout of 7.9%foreach NEO.The weighted financial and safety performance achievement for 2020(80%combined weight)yie
324、lds an actual incentive earnedof 108%of target for each NEO.The remainder of each NEOs 2020 actual incentive earned is based on Personal PerformanceGoal performance(20%weight).Anne P.Noonan(1)$418,931125%159%$665,480Brian J.Harris$601,00075%100%$599,159Michael J.Brady$530,45060%76%$400,781Anne Lee B
325、enedict$450,00060%74%$331,898Thomas W.Hill$900,000150%184%$1,659,150(1)For 2020,Ms.Noonan was paid$418,931 of base salary based on the number of days Ms.Noonan was employed by the Company in 2020.In addition,Ms.Noonans annual cash incentive was prorated based on the number of days she was employed b
326、y the Company in 2020.Our long-term equity incentives for NEOs in 2020 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 a
327、ddition,the Human Capital and Compensation Committee considers individualperformance,potential future contributions to our business,internal equity and managements recommendations except in thecase of the Chief Executive Officer.50%At the end of three years based 50%onThree-year TSR ranking compared
328、 torelative TSR performance and 50%oncompanies in the S&P 400 MidcapROIC performanceMaterials and Capital Goods Companies,and ROIC performance compared totargeted performance criteria50%Vest over three years in equal annualStock price performanceinstallments on each anniversary of thegrant dateWeigh
329、tedInitialAdjustedActualAdjustedPayoutPayoutTargetTargetResults(1)ResultsPercentageWeightPercentageTarget Incentive as aActual Incentive Earned as aAnnual Cash2020 Base SalaryPercentage of Base SalaryPercentage of Base SalaryIncentive EarnedElements of Pay:Long-Term Equity IncentivesAward TypeWeight
330、ingVestingValue Tied ToPerformanceUnitsRSUs2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT2020 ACTUAL PERFORMANCE AND PAYOUTSSUMMIT MATERIALS2930The 2020 performance units focus our executives on the long term performance of the Company relative to industry peers andpredetermined financial targets
331、.The performance metrics are relative 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 Competit
332、ive MarketData.The Relative TSR peer group represents a broader array(approximately 65 to 70 companies)of industry peers competingfor stockholders and investors.ROIC is determined for the performance period by dividing(i)the arithmetic mean of the following for each fiscal year during theperformance
333、 period:the Companys Adjusted EBITDA(as reported on the Companys audited financial statements)for eachsuch fiscal year,reduced by depreciation,depletion and amortization charges for such fiscal year by(ii)the arithmetic mean ofthe following for each fiscal year during the performance period:the sum of the Companys total outstanding long-term debt,stockholders equity,retained earnings and accumulat
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