Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On April 15, 2020, Beacon Roofing Supply, Inc. (the "Company") announced the appointment of Frank A. Lonegro, age 51, as Executive Vice President and Chief Financial Officer. He is currently scheduled to join Beacon on April 20, 2020 as Executive Vice President and will subsequently assume the role of Chief Financial Officer on or about May 15, 2020 upon current Chief Financial Officer Joseph Nowicki's transition of duties prior to his departure from the Company. A copy of the press release announcing Mr. Lonegro's appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Lonegro's compensation will consist of an annual salary of $550,000, with a target annual incentive of 80% of his annual salary. His incentive for fiscal year 2020 will be pro-rated for his time in the position. The financial performance portion of his fiscal year 2020 incentive will pay out at a minimum of target.

For fiscal year 2020, on his start date, Mr. Lonegro will be granted stock options and time-based restricted stock units under the Company's Second Amended and Restated 2014 Stock Plan (the "2014 Stock Plan") having an aggregate value, after pro-ration, of $500,000 at the date of grant, with 25% of the value in options and 75% in time-based restricted stock units. The stock options will vest one-third annually starting on the first anniversary of the grant and expire on the tenth anniversary of the date of grant. The restricted stock units will vest on the third anniversary of the date of grant.

In addition, on his start date, Mr. Lonegro will be granted a sign-on award of stock options and time-based restricted stock units under the 2014 Stock Plan having an aggregate value of $700,000 at the date of grant, with 25% of the value in stock options and 75% in time-based restricted stock units. The stock options will vest one-third annually starting on the first anniversary of the grant and expire on the tenth anniversary of the date of grant. The restricted stock units will vest one-half annually starting on the first anniversary of the grant. Mr. Lonegro also will receive relocation assistance and other benefits typical for Company executives.

In connection with the Company's regular equity compensation grants to be made in the first quarter of fiscal year 2021, Mr. Lonegro will be granted stock options, time-based restricted stock units, and performance-based restricted stock units under the 2014 Stock Plan. The aggregate value of these awards will be $1,010,000 at the date of grant.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



                                    Exhibit Index
Exhibit
Number    Description
 99.1       Beacon Roofing Supply, Inc. press release dated April 15, 2020  .
  104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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