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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.   )

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Summit Materials, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On behalf of the Summit Materials Board of Directors and executive officers, it is my pleasure to invite you to our 2019 Annual Meeting of Stockholders.

While 2018 was a challenging year for Summit, we continued to make progress toward our strategic objective to become a premier vertically-integrated heavy-side materials company. Our independent and diverse Board is committed to effective oversight, sound corporate governance, and stockholder engagement as we work with management to improve the Company's performance in 2019 and drive growth in revenue and earnings. Most importantly, we are fully aligned with you, our stockholders, and are deeply committed to delivering the financial performance that you expect from the Company.

The Board is actively engaged to support the Company's efforts to improve performance. We meet monthly with the management team to discuss operations, capital structure and expenditures, and strategic focus including acquisitions, talent planning and incentive programs. Consistent with our focus on aligning management's compensation with shareholder value creation, the Board determined not to pay bonuses to named executive officers under the Company's short-term incentive program in light of our 2018 financial performance.

The Board is committed to ongoing refreshment of our membership to ensure we benefit from new perspectives and diverse experience and expertise. To that end, we added two new directors in 2018, Anne Cooney and Sue Ellerbusch. Through her leadership roles with the General Electric Company, Aladdin Industries and Siemens, Anne brings a breadth and depth of experience in operations management, sourcing, and marketing. Sue's management of Air Liquide's U.S. business, including its Large Industrials and Electronics divisions, has afforded her operational expertise that is an invaluable asset to the Company. All of the directors on our Board are independent, except for our CEO, and 33 percent are female, with five new independent directors added during the past three years.

We also firmly believe that our long-term success includes being stewards of the environment and active participants in the communities in which we do business. We continued to make progress in 2018 on this commitment to environmental and social responsibility. We recycled 890,000 tons of asphalt pavement and shingles and returned 15.2 million pounds of household recyclables to the market. We continued our partnership with the Wildlife Habitat Council to support biodiversity and educational programs on our properties, including 1,700 acres that are certified under the Council's standards at the end of 2018. We are also proud to share that our Hannibal Cement Plant earned the U.S. EPA's Energy Star certification in November 2018, signifying the facility performs in the top 25 percent of similar facilities for energy efficiency. Our two cement plants offset 43 percent of their total energy use in 2018 by using waste products as fuel.

Additionally, we pride ourselves on offering a safe work environment while striving to be a good corporate citizen in our local communities. Our world-class safety program continued to create a culture where safety is everyone's job and delivered an injury rate of only .013 lost time injuries per 200,000 man-hours worked in 2018, the lowest in our Company's history.

We want our stockholders to know that we believe in active dialogue with them. Earlier this year, our Board leadership conducted a governance roadshow that included conversations with investors representing approximately 30 percent of our stockholders base. We appreciated the opportunity to talk to many of you, in order to better understand how you make your investment decisions and hear your ideas for value creation and enhanced governance at Summit.

I encourage you to read the CEO Letter, Annual Report and Proxy Statement, and to please follow through on the instructions for voting to ensure that your voice is heard at our Annual Meeting. On behalf of the Board of Directors, I thank you for your continued support as we work to deliver improved performance in 2019 and continue to build a leading heavy-side materials business. We look forward to great things to come.

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The 2019 Annual Meeting of Stockholders (the "Annual Meeting") of Summit Materials, Inc. ("Summit Materials" or the "Company") will be held at 8:00 a.m., Eastern Time, on Wednesday, May 22, 2019, at the offices of Greenberg Traurig, 777 South Flagler Drive, Suite 300 East, West Palm Beach, FL 33401 for the following purposes:

Our Board of Directors recommends you vote (i) "FOR" the election of each of the nominees to the Board; (ii) "FOR" the approval, on a nonbinding advisory basis, of the compensation of our NEOs, as disclosed in the Proxy Statement; and (iii) "FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm.

The Board of Directors has fixed March 25, 2019 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. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of 2019 Annual Meeting of Stockholders, Proxy Statement and form of proxy are being distributed and made available on or about April 4, 2019.

Denver, Colorado
April 4, 2019

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Health insurance and wellness programs



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Training programs that have resulted in thousands of hours logged



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An excellent safety track record



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Robust community engagement including support for local STEM education projects

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We operate in 23 states and one Canadian province



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Our end market base is roughly one third state infrastructure-related and two thirds residential and non-residential related (based on net revenues)

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43% of our cement plants' energy came from alternative waste fuel sources in 2018



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Environmental programs support profitability:



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Used ~890,000 tons of recycled asphalt and shingles in 2018



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Recycled more than 15 million pounds of waste at our Lawrence, Kansas recycling facility in 2018



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Maintained six conservation programs certified by the Wildlife Habitat Council



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Our Hannibal, Missouri cement plant achieved ENERGY STAR certification in 2016 and 2018, which signifies performance in the top 25 percent of similar facilities nationwide for energy efficiency



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Our vendor code of conduct, human rights, and environmental policies govern our interactions with our stakeholders



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In 2018, we launched our sustainability website (summit-materials.com/sustainability/) which describes our deep commitment to the environment and communities in which we operate

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Cost increases exceeded pricing gains



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Competitive pressures intensified in the cement market



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Extreme weather negatively affected the production and sales volumes of our products and the delivery of our services



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A number of non-recurring expenses occurred in one calendar year

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Separate independent Chairman and CEO



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33% of Board members are female



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Age diversity on Board; short average tenure; no over-boarded directors



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Board includes senior operational and financial executives, technology expertise and supply chain and marketing expertise

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We, the members of your Board of Directors, take seriously our jobs of overseeing Summit Materials on your behalf and on behalf of our employees, customers, suppliers and the 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 the 2022 Annual Meeting of Stockholders and until a successor is duly elected and qualified, or until the earlier of the director's death, resignation or removal. Each nominee is currently a director of the Company and has agreed to serve if elected. The age shown below for each director is as of May 22, 2019, which is the date of the Annual Meeting.

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Neil P. Simpkins resigned from the Board effective December 29, 2018. We thank Mr. Simpkins for his invaluable service.

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Good corporate governance at Summit Materials starts at the top—with how we, as a Board, are governed. We believe our board governance incorporates each of the best-practice standards for independence:

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We have an independent board chairman



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All members of all of our committees are independent



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All our non-employee directors are independent



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All directors may request that items be added to the Board's agenda or the agenda of any committee on which they serve

Under our Corporate Governance Guidelines and the NYSE corporate governance rules for listed companies, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line test for independence set forth by the NYSE rules. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE rules. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board has affirmatively determined that each of Messrs. Cantie, Gardner, Lance, Murphy, and Wunning and each of Mss. Cooney, Ellerbusch and Wade is independent, and Mr. Simpkins, who served as a director during 2018, was independent, under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE rules, including with respect to applicable committee membership. Our Board also has determined that each of the members of the Audit Committee, Messrs. Cantie and Murphy and Mss. Ellerbusch and Wade, is "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

In making its independence determinations, the Board considered 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 the best interests of the Company. The Board's responsibility is one of oversight, and in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders.

In accordance with our Corporate Governance Guidelines, the Board selects the Company's Chairman and the Company's CEO in any way it considers in the best interests of the Company and, accordingly, does not have a policy on whether the roles of Chairman and CEO should be separate or combined and, if separate, whether the Chairman should be selected from the independent directors. We believe that the separation of the Chairman of the Board and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Lance serves as the Chairman of the Board while Mr. Hill serves as our CEO. Our Board believes that this structure best encourages the free and open dialogue of differing views and provides for strong checks and balances.

Our investor relations website at investors.summit-materials.com/govdocs, "Governance Documents," has additional information on our board governance and corporate governance, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics; and the charters approved by the Board for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2018, there were seven meetings of the Board. Each director attended at least 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total

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number of meetings held by all committees on which he or she served (during the periods that he or she served) during 2018. In addition, directors are expected to make every effort to attend any meetings of stockholders. All of our directors attended the 2018 Annual Meeting of Stockholders.

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (collectively, the "Committees"). The Committees keep the Board informed of their actions and assist the Board in fulfilling its oversight responsibility to stockholders. The table below provides current membership information as well as meeting information for the last fiscal year.

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Our Audit Committee consists of Messrs. Murphy and Cantie and Mss. Ellerbusch and Wade, with Mr. Murphy serving as chair.

Our Audit Committee is responsible for, among other things:

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selecting and hiring our independent registered public accounting firm, and approving the audit and non-audit services to be performed by our independent registered public accounting firm;



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assisting the Board in evaluating the qualifications, performance and independence of our independent registered public accounting firm;



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assisting the Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;



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assisting the Board in monitoring our compliance with legal and regulatory requirements;



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reviewing the adequacy and effectiveness of our internal control over financial reporting;



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assisting the Board in monitoring the performance of our internal audit function;



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reviewing with management and our independent registered public accounting firm our annual and quarterly financial statements;



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establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and



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preparing the Audit Committee Report that the rules and regulations of the SEC require to be included in our annual proxy statement.

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Our Compensation Committee consists of Messrs. Wunning, Gardner and Lance and Ms. Cooney, with Mr. Wunning serving as chair.

Our Compensation Committee is responsible for, among other things:

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reviewing and approving or making recommendations to the Board with respect to, corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating his/her performance in light of those goals and objectives and determining and approving his/her compensation level based on such evaluation;



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reviewing and approving, or making recommendations to the Board with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits;



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reviewing and recommending the compensation of our directors;



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reviewing and discussing annually with management our "Compensation Discussion and Analysis" disclosure required by SEC rules;



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preparing the Compensation Committee Report required by the SEC to be included in our annual proxy statement; and



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reviewing and making recommendations with respect to our equity compensation plans.

Our Nominating and Corporate Governance Committee consists of Messrs. Gardner, Lance, Murphy, and Wunning and Ms. Cooney, with Mr. Gardner serving as chair.

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assisting our Board in identifying prospective director nominees and recommending nominees to the Board;



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overseeing the evaluation of the Board and management;



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reviewing and advising the Board on developments in corporate governance practices;



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developing and recommending a set of corporate governance guidelines; and



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recommending members for each committee of our Board.

The Nominating and Corporate Governance Committee identifies individuals believed to be qualified as candidates to serve on the Board and selects, or recommends that the Board select, the nominees for all directorships to be filled by the Board or by our stockholders at an annual or special meeting.

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In identifying candidates for membership on the Board, the Committee takes into account all factors it considers appropriate, which may include:

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individual qualifications, including strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially; and



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all other factors the Committee considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board.

Although the Nominating and Corporate Governance Committee considers diversity of viewpoints, background and experiences, the Company does not have a formal diversity policy. The Committee also may consider the extent to which the candidate would fill a present need on the Board. When evaluating whether to re-nominate existing directors, the Committee considers matters relating to the retirement of current directors, as well as the performance of such directors.

The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders on the same basis as it considers other nominees. Any recommendation submitted to the Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies 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 for consideration may do so by submitting the above information to the attention of the Secretary, Summit Materials, Inc., 1550 Wynkoop Street, 3rd Floor, Denver, Colorado 80202. All recommendations for nomination received by the Secretary that satisfy the requirements of our Amended and Restated Bylaws (the "Bylaws") relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Please see the section entitled "Future Shareholder Proposals and Nominations" for information regarding the advance notice provisions applicable to stockholder director nominations set forth in our Bylaws.

During 2018, the members of the Compensation Committee were Messrs. Simpkins, Lance, Gardner and Wunning and Ms. Cooney, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom has ever served as an officer of the Company. During 2018, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or the Board.

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As a Board, we believe that the practices we follow and the guidelines we adopt governing how we operate set an important tone at the top. Among other things we:

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meet regularly as a Board



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meet periodically in executive session of our independent directors



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have the authority to retain independent advisors



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enable directors to have access to management



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limit the number of public company boards on which directors may serve



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expect our directors as well as our executives to meet our stock ownership guidelines



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prohibit our directors and senior executives from taking specified hedging and pledging actions with Summit Materials stock

The Board's independent directors meet at regularly scheduled executive sessions without management present. Mr. Lance presides at executive sessions of independent directors.

Stockholders and other interested parties may communicate with the Board by writing to the Chief Legal Officer, Summit Materials, Inc., 1550 Wynkoop Street, 3rd Floor, Denver, Colorado 80202. Written communications may be addressed to the Chairman of the Board, the chairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the non-management or independent directors as a group. The Chief Legal Officer will forward such communications to the appropriate party.

The Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews guidelines and policies governing the process by which senior management assesses and manages the Company's exposure to risk, including the Company's major financial and operational risk exposures and the steps management takes to monitor and control such exposures. The Compensation Committee oversees risks relating to the Company's compensation policies and practices. Each committee charged with risk oversight reports to the Board on those matters.

With respect to cybersecurity risk oversight, our Board and our Audit Committee receive updates from our information technology team to assess the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to such updates, our Board and our Audit Committee receive updates from management as to changes to the Company's cybersecurity risk profile or significant newly identified risks.

The Board oversees environmental risk factors and receives regular updates from management and our sustainability team on the Company's environmental risk profile and key risk mitigating initiatives.

Our Code of Business Conduct and Ethics applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions and is posted on our website. Our Code of Business Conduct and Ethics is a "code of ethics," as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Proxy Statement by reference or otherwise.

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In 2018, all of the Company's non-employee directors (except for Mss. Cooney and Ellerbusch) received annual cash compensation of $100,000. Mss. Cooney and Ellerbusch each received a prorated amount for their partial year of service equal to $39,493. The chairperson of the Board received an additional $150,000 in cash compensation. The respective chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (unless such chairperson is also the chairperson of the Board) received an additional $15,000, $10,000 and $10,000, respectively. Directors who were not employed by us may also receive compensation, from time to time, for service on any special committees of the Board. We reimburse our directors for any reasonable expenses incurred by them in connection with services provided in such capacity.

In addition, during 2018, all of the Company's non-employee directors received an annual award of RSUs valued at $125,000. A grant of 3,994 RSUs was made to each of Messrs. Lance, Cantie, Gardner, Murphy, Simpkins, and Wunning and Ms. Wade on February 28, 2018 and a grant of 5,137 RSUs was made to each of Mss. Cooney and Ellerbusch on August 9, 2018. The RSUs were granted under the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), and the terms thereof are outlined in the table below. Further, the RSU awards are subject to the Company's clawback policy, as in effect from time to time.

The table below summarizes the compensation paid to non-employee directors for the year ended December 29, 2018.

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Our "Say-on-Pay" Resolution Received 98% Support in 2018.

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While 2017 was a strong year of financial growth for the Company, 2018 was a challenging year for the Company due to a number of factors, including cost increases exceeding pricing gains, increased competitive pressures in our cement market, impact of extreme weather, and the occurrence of certain non-recurring expenses during the year. However, in 2018 we did increase net revenue by 9.0% as compared to 2017, completed 13 acquisitions and had earnings per basic share of $0.30.

Our financial performance in 2017 and 2018 affected how we paid our named executive officers ("NEOs") in 2018. Highlights of our compensation decisions include the following:

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Mr. Hill's total target 2018 pay was increased in February 2018 in light of his role in Summit's 2017 success and in order to better align our pay practices with our direct competitors. However, as a result of the Company's performance in 2018, Mr. Hill did not receive a base salary increase for 2019 and did not receive an annual bonus for 2018.



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Although our NEOs achieved many of their personal objectives and safety goals under the annual incentive plan, in light of the Company's below-threshold performance relative to our financial goals, the Compensation Committee elected not to pay any annual cash incentives to NEOs for 2018 (payable in 2019).



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Due to the Company's stock price performance during 2018, 2016 Performance Units were not earned for the three-year performance period ending December 31, 2018, resulting in much lower realized pay for our NEOs for 2018.

In 2018, our executive compensation structure consisted of four primary components: base salary; annual cash incentives; long-term equity incentives and traditional health/welfare plans. We previously eliminated substantially all perquisites in 2017.

The following Compensation Discussion and Analysis ("CD&A") describes our 2018 executive compensation structure, earned by or paid to the following named executive officers ("NEOs"), followed by a discussion of the executive pay determination process. Our NEOs for 2018 were the following individuals:

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The Compensation Committee believes that a significant majority of both the CEO's and other NEOs' pay should be at risk and tied to challenging performance objectives and this is illustrated in our pay mix. A large percentage of total target compensation is at risk through long-term equity awards and annual cash incentive awards. These awards are linked to performance measures that correlate with long-term stockholder value creation. The amounts actually realized by our NEOs with respect to these awards depend on a variety of factors, including the level of attainment of the relevant performance goals and the extent of vesting of performance units and RSUs and the value of our stock when performance units and RSUs vest. The mix of total direct compensation at target for 2018 for our CEO and the average of our other NEOs is shown in the charts below.

(1)

Average of Other NEOs does not include the values associated with Messrs. Murphy and Watson because of Mr. Murphy's planned departure from the Company on March 31, 2018 and Mr. Watson's employment with the Company beginning on January 8, 2018.

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The Compensation Committee approved the following compensation targets for 2018:

The Compensation Committee determines base salaries for the NEOs and other executives based on a number of factors, including but not limited to, the Compensation Committee's understanding of executive pay practices, individual performance, Company performance and management recommendations (except with respect to the CEO).

For 2018, based on a thorough review of competitive market data and internal alignment of total compensation opportunity, the Compensation Committee set the base salaries shown in the table below. These changes maintained our desired internal equity positioning and are consistent with competitive market data provided by our independent compensation consultant. Two executives received somewhat larger increases as follows while our other NEOs received ordinary course cost of living increases:

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Mr. Hill's base salary was increased by 8.8% to recognize his strong leadership performance in 2017 and align with the target total compensation opportunities of our peers and direct competitors.



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Mr. Brady's base salary was increased by 17.6% to reflect his strong individual performance in 2017 and his continued significant value and unique contributions to creating long-term shareholder value in the area of acquisition growth.

At the start of each fiscal year, the Board approves annual incentive compensation targets, as a percentage of base salary, based on competitive market data provided by our independent compensation consultant for our direct competitors and overall

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peer group, management's recommendations and other relevant factors. The 2018 annual incentive targets, as a percentage of base salary, for our NEOs were unchanged from 2017 except for Mr. Hill, as follows:

The metrics underlying our annual incentive were selected as the strongest indicators of our success. EBITDA and operating cash flow are among our most important financial measures, while safety goals ensure that we focus on sustainable performance. Personal objectives measure progress against key milestones that are important to long-term value creation. The Board has discretion to adjust the financial metrics to reflect merger, acquisition or divestiture activity during the fiscal year.

For corporate NEOs (Messrs. Hill, Brady, Harris and Watson), the performance metrics approved for fiscal 2018 were:

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For Mr. Evans, the approved performance metrics included (i) corporate EBITDA, (ii) West segment EBITDA, (iii) West segment cash flow, (iv) West segment safety and (v) personal objectives.

For 2018, performance metrics and weightings were as follows for our NEOs (other than Mr. Murphy):

The achievement factor for each of the performance metrics was determined by multiplying the weight attributed to each performance metric by the applicable payout percentage for each metric. For corporate EBITDA, West Segment EBITDA and operating cash flow, payout percentages were determined by calculating actual achievement against the target amount based on a pre-established scale.

For corporate EBITDA, payout percentages for actual performance between the specified threshold level and 138% of target and between 138% of target and the maximum level, were adjusted on a linear basis. For corporate Operating Cash Flow, payout percentages for actual performance between the specified threshold level and 125% of target and between 125% of target and the maximum level, were adjusted on a linear basis. The following table shows the payout percentages associated with various levels of achievement of corporate EBITDA and corporate Operating Cash Flow:

 

Both financial performance targets for 2018 required meaningful year-over-year financial growth compared to 2017 as shown in the table below.

The overall safety metric achievement factor equals the sum of each metric's payout percentage multiplied by its weighting. The maximum payout opportunities for the safety metrics is 150% of target. For the safety metrics, payout percentages for actual achievement between the specified threshold, target and maximum levels were adjusted on a linear basis. For the safety metrics below, the lower the result, the stronger the performance. Most safety targets required year-over-year improvement in

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performance, with the exception of CPMH, which was set higher than the previous year's result, as CPMH achieved in 2017 was exceptionally low. The 2018 CPMH target represented continued strong focus on this metric.

Personal performance goals may be focused on any combination of corporate, business-unit, or role-specific accomplishments or behaviors that focus executives on accomplishing our long-term business plan. The maximum payout under the Personal Performance Goal portion of the annual incentive is 150% of target.

Thomas W. Hill

Mr. Hill's personal performance goals included leading the Company's efforts to outperform its 2018 budget, achieve minimum acquisition spend and maximize acquisition performance and progress on developing a ready-mix concrete performance team. In addition, Mr. Hill was to focus on improving the Company's investor relations and management succession planning.

Brian J. Harris

Mr. Harris's personal performance goals included improving the Company's investor relations and executing on the Company's financial goals. In addition, Mr. Harris had goals focused on Board and management communication processes, and was to work together with Mr. Watson to maximize the Company's information technology to improve the Company's business.

Karl H. Watson, Jr.

Mr. Watson's personal performance goals included helping the Company outperform its 2018 budget through sales and operational excellence, managing costs and driving the Company's productivity growth. In addition, Mr. Watson was to develop processes for communication and leadership at the Company's operating companies as well as the ready-mix concrete performance team. Further, Mr. Watson was to work with Mr. Brady on acquisition processes and Mr. Harris on information technology relating to the Company's business.

Michael J. Brady

Mr. Brady's personal performance goals were focused on leading the Company's business development opportunities, including meeting the Company's acquisition goals and overseeing the senior leadership team's involvement in acquisitions. Mr. Brady's goals also included measurements related to the integration and financial performance of acquisitions completed in 2017 and 2018.

M. Shane Evans

Mr. Evans's personal performance goals included helping the West Region outperform its 2018 budget through sales and operational excellence, managing costs and driving the West Region's productivity growth. In addition, Mr. Evans was to facilitate increased effectiveness of the ready-mix concrete performance team in the West Region. Further, Mr. Evans was to partner Mr. Brady in order to source, diligence and integrate acquisitions in the West Region.

Segment Goals

For Mr. Evans, West Segment EBITDA and West Segment Cash Flow payout percentages were determined by calculating actual achievement against the target amount based on a pre-established scale. Payout percentages for actual performance between the specified threshold, target and maximum levels were adjusted on a linear basis. The following table shows the payout percentages associated with threshold, target and maximum achievement of West Segment EBITDA and West Segment Cash Flow:

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For Mr. Evans, the West Segment safety metric achievement factor equals the sum of each West Segment metric's payout percentage multiplied by its weighting. The maximum payout opportunities for the West Segment safety metrics is 150% of target. For the West Segment safety metrics, payout percentages for actual achievement between the specified threshold, target and maximum levels were adjusted on a linear basis. For the safety metrics below, the lower the result, the stronger the performance.

No bonuses were approved for 2018 performance.

Actual annual cash incentive awards are calculated by multiplying each NEO's actual base salary by his target award potential, which was then adjusted by an overall achievement factor based on the combined weighted achievement of the components described above, including an evaluation of each NEO's personal objectives. Actual results for the 2018 annual incentive plan were certified by the Compensation Committee, as follows, based on the performance goals and funding scales approved in the first quarter of 2018:

The payout percentages for the safety metrics were as follows: corporate safety was 44% of target, resulting in an achievement factor of 4.4% for each NEO other than Mr. Evans; and West Segment safety for Mr. Evans was 22% of target, resulting in an achievement factor of 2.2%.

Although NEOs achieved many of their personal goals and a number of their safety goals, in light of the below-threshold performance under our EBITDA and cash flow goals, the Compensation Committee elected not to pay any annual incentives to NEOs for 2018 performance, as illustrated in the table below.

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Our equity incentives for NEOs in 2018 consisted of a balance of performance units (50%) and RSUs (50%). The Compensation Committee elected to discontinue granting stock options as a part of regular equity grants in order to better align our long-term equity incentives with market practice in our industry. The Compensation Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the Compensation Committee considers individual performance, potential future contributions to our business, internal equity and management's recommendations except in the case of the CEO.

The 2018 performance units focus our executives on the long-term performance of the Company relative to industry peers. The 2018 performance units vest at the end of a three-year performance period, based on our TSR ranking relative to a TSR peer group ("Relative TSR") defined as the Materials and Capital Goods companies (consisting of companies in GICS industry groups 2010 and 1510), from the S&P 400 Midcap Index. This peer group is separate and distinct from the peer group used to evaluate and set NEO compensation levels discussed under "—Compensation Decision Process—Role of Peer Companies and Competitive Market Data." The Relative TSR peer group represents a broader array (approximately 125 companies for TSR performance grants in 2016 and 2017 and 65 companies for TSR performance grants in 2018) of industry peers competing for stockholders and investors.

The performance period for the performance units granted in February 2018 began on January 1, 2018 and ends on December 31, 2020 and are earned based on performance against the target below. Earned amounts will be interpolated on a straight-line basis for performance between the stated percentiles.

See "—Treatment of Long-Term Incentive Awards Upon Termination or Change in Control" for a description of the potential vesting of the NEOs' equity awards that may occur in connection with certain termination events and a change in control.

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For 2018, the Compensation Committee set the target pay levels and made the grants set forth in the table below.

No performance shares were earned for the 2016-2018 performance cycle ended on December 31, 2018.

In 2016, we granted performance units to our NEOs (except for Mr. Watson) that were subject to similar performance conditions as the performance units granted in 2018. Specifically, the performance units were scheduled to vest after a three-year performance period beginning January 1, 2016 and ending December 31, 2018 based on our Relative TSR to companies in the S&P Building & Construction Select Industry Index, using beginning and ending stock prices based on the trailing 20-day average closing price. Because our TSR over the performance period fell below the threshold for payout of the 30^th percentile of index comparators, no units underlying the 2016 award vested.

Certain of the amounts reported in the Summary Compensation Table and the 2018 Grants of Plan-Based Awards Table reflect the modification of our pre-initial public offering ("IPO") long-term incentive awards that are not related to our ongoing long-term incentive program and are not part of our ongoing compensation structure. The performance-vesting long-term incentive awards issued prior to our IPO contained vesting conditions tied to the investment return of certain of our pre-IPO investors and were designed to align management's incentives with the liquidity objectives of such pre-IPO investors. During 2016, our Board determined that maintaining the investment return conditions following our IPO created a potential misalignment whereby management's incentives were not in sync with long-term value creation for all public stockholders. Accordingly, our Board, after thorough review and consultation with the Independent Compensation Consultant, determined that it was in the best interests of the Company and its stockholders to remove the investment return condition associated with these remaining awards. Similarly, during 2018, to continue its effort to mitigate misalignment of pre-IPO compensation plan design and shareholder value for our post-IPO stockholders, and to reduce the significant corporate resource expenditures associated with maintaining the pre-IPO compensation plan, our Board approved the accelerated vesting of all remaining pre-IPO time-vested LP Units held by Company employees, including NEOs (except Mr. Murphy whose time-vesting LP Units were accelerated pursuant to the Agreement and Release in connection with his departure from the Company on March 31). See "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Pre-IPO Long-Term Incentive Awards (Value From Modifications to Eliminate Misalignment Post-IPO)" below.

We have a tax-qualified contributory retirement plan established to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). The plan covers all U.S. employees, including our NEOs, who are limited to their annual tax deferred contribution limit as allowed by the Internal Revenue Service (the "IRS"). We provide for matching contributions to the plan, including 100% of pre-tax employee contributions, up to 4% of eligible compensation. Employer contributions vest immediately.

The Company also offers the members of a select group of management or highly compensated employees, including the NEOs, the opportunity to supplement their retirement savings through the Summit Materials Deferred Compensation Plan (the "DCP"). An eligible participant in the DCP may elect to defer up to 50% of such participant's base salary compensation and up to 100% of such participant's designated discretionary bonus award compensation and annual incentive award compensation. The DCP also permits Company-provided credits to participants' accounts, but no such credits are currently being made. Additional information about the DCP is reflected in "—2018 Non-Qualified Deferred Compensation" below.

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Our executive compensation program is intended to attract, motivate and retain executive officers and to align the interests of our executive officers with stockholders' interests.

The Board's objectives for our program include, but are not limited to, the following:

In 2018, the Compensation Committee considered the outcome of the stockholder advisory vote on 2017 executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program and policies. Our stockholders voted at our 2018 annual meeting, in a nonbinding advisory vote, on the 2017 compensation paid to our NEOs. Our stockholders overwhelmingly (98%) approved the compensation of our NEOs. Based on the level of support, the Compensation Committee determined that stockholders generally support our compensation practices. The Compensation Committee intends to continue to consider the views of our stockholders when designing, reviewing and administering the Company's compensation programs and policies.

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Pay recommendations for our executives, including the NEOs, are typically made by the Compensation Committee at its first scheduled meeting of the fiscal year, typically held in February around the same time we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming year (the "first meeting"). This timing allows the Compensation Committee to have a complete financial performance picture prior to making compensation decisions.

Decisions with respect to prior year performance, as well as annual equity awards, base salary increases and target performance levels for the current year are typically made at the first meeting. Any equity awards recommended by the Compensation Committee at this meeting are reviewed by the Board and, if approved, are dated on or within a few days of the date of the Board meeting held later that day or the following day. As such, the Compensation Committee does not time the grants of equity incentives to the release of material non-public information.

The exceptions are: grants to executives who are promoted or hired from outside the Company during the year, and discretionary grants made throughout the year for retention and extraordinary purposes. These executives may receive compensation changes or equity grants effective or dated, as applicable, as of the date of their promotion, hiring date, or other Board approval date.

At the first meeting, in executive session without the CEO present, the Compensation Committee also reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The Compensation Committee also reviews competitive compensation data from the peer group companies. The Compensation Committee typically approves, or presents pay recommendations for the CEO to the Board, excluding the CEO, for approval. If applicable, during executive session, the Board conducts its own review and evaluation of the CEO's performance taking into consideration the recommendations of the Compensation Committee.

The Company maintains the Omnibus Incentive Plan which allows for grants of equity-based awards in the form of stock options, stock appreciation rights, restricted stock and restricted stock units ("RSUs"), performance units, undivided fractional limited partnership interests in Summit Holdings and other stock-based awards.

We have established stock ownership guidelines for our CEO, officers reporting to the CEO, and directors. The approved guidelines are as follows:

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CEO: 6x base salary



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Officers reporting to the CEO: 2.5x base salary



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Directors: 3x annual cash retainer

Participants are expected to comply with the ownership requirements within five years of the later of (a) December 12, 2015 and (b) an appointment to a qualified position. Once the ownership requirements have been satisfied, future declines in share price will not affect compliance so long as the participant holds the number of equity interests he or she had at the time he or she achieved the expected ownership level. As of February 28, 2019, all of our executive officers have met or exceeded the ownership expectations under the guidelines.

The following components satisfy the ownership guidelines: Equity interests owned directly or indirectly (e.g., by or with a spouse or held in trust for the individual or one or more family members of the individual), equity interests, including limited partnership interests (the "LP Units") and unvested RSUs, held in qualified or nonqualified savings, profit sharing, or deferred compensation accounts, value of in-the-money spread of shares underlying vested but unexercised stock options and value of in-the-money spread of shares underlying vested but unexercised warrants. At least annually, the Compensation Committee monitors participants' compliance with these guidelines.

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Each of the RSU, stock option and performance unit award agreements under the Omnibus Incentive Plan generally provides that if a restrictive covenant violation occurs or the Company discovers after a termination of employment or services that grounds existed for "cause" (as defined in the Omnibus Incentive Plan) at the time thereof, then the participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten business days of the Company's request to the participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the participant received upon the sale or other disposition of, or distributions in respect of, the equity award thereunder and any shares issued in respect thereof (minus, in the case of options, the aggregate cost (if any) of the shares). Without limiting the foregoing, all awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. Our policy will be updated to comply with the SEC's final regulations as part of the Dodd-Frank Act.

Our governance policies and compensation structure are not reasonably likely to have a material adverse effect on the Company. The Independent Compensation Consultant and management delivered a compensation risk assessment report to the Compensation Committee in 2018. The following features of our program mitigate risk:

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The following table sets forth the compensation of our NEOs for the fiscal years ended 2018, 2017 and 2016, and their respective titles as of December 29, 2018.

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The following table provides supplemental information relating to grants of plan-based awards to help explain information provided above in our Summary Compensation Table.