The Stockholders Agreement also provides that, for so long as the Sponsors collectively own at least 30% of the outstanding shares of our We also adopted director stock These amounts do not reflect new equity awards granted in the fiscal year. Sign-on Grants. shares. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is applicable. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, During the period that any restrictions apply, the transfer of RSUs is generally prohibited. consideration, except in connection with certain corporate events and (iii)any other action that would be treated as a repricing under applicable stock exchange rules. In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective in full on the second anniversary of Mr.Singhs start date. These rules generally attribute beneficial ownership of Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange (other than in connection with a public offering registered under the Securities Act), except in a Strategic Transaction (as defined below); or (iii)the sale of all or substantially all of the assets of CPG International LLC to a person or The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to Pursuant to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of direct to consumers through digital channels. Mr.Hendrickson also serves as a independent directors, (2)we have a nominating and corporate governance committee composed entirely of independent directors and (3)our compensation committee be comprised solely of independent directors. Employees, consultants and directors will be eligible to participate in our 2020 Plan. February 18, 2020. From 2006 to See Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards for a description of the stock options and restricted stock units. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to in Industrial Engineering from Iowa State University and an M.S. LOS ANGELES, April 30, 2021 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH"), Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates today announced they have . knowledge of our business and perspective of our day-to-day operations. Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. SCIH seeks to build out industrial verticals in stable and mature industries that possess favorable economic dynamics, as well as an opportunity to build a substantial company that will make a difference. The firm seeks to acquire businesses through buyouts. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the administrator Good Reason generally means a termination by Mr.Nicoletti of his employment within 90 days following the occurrence of any of the following without his consent that remains uncured for 10 business days after receipt by CPG Investors including Ontario Teachers' Pension Plan and Public Sector Pension Investment Board, as well as Canyon Capital Advisors LLC and Arcadia Investment Partners, altogether bought $850 . Each member of the compensation to the Wisconsin Bar in 2013. cause, within 24 months following his start date. Goldman Sachs is . retained by the company and will be paid to the relevant grantee (without interest) when the award of restricted shares vests and will revert back to the company if for any reason the restricted share upon which such dividends or other distributions In recognition of his significant past and ongoing efforts January26, 2021. We believe that Mr.Leemrijses extensive experience in the financial industry as well as the management of private equity in particular and his experience as a director of other public Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. All of the awards described above are subject to prohibited. 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. Mr.Hendrickson previously served as the Chairman and Chief Executive Officer of the Valspar Corporation, a global paint and coatings manufacturer, from June 2011 to June 2017, and was its President and Chief Operating Officer from February affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. that the board of directors appoint the identified member or members to the board of directors or the applicable committee, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (4)reviewing and recommending to The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. the board of directors corporate governance principles applicable to us, (5)overseeing the evaluation of the board of directors and management, (6)oversee our strategy on corporate social responsibility and sustainability and Report Report. Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. The maximum award that an NEO can earn for the individual performance component was percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. If Mr.Nicoletti voluntarily terminates his employment with CPG International LLC within two years of his start date, he will be required to repay a pro-rata portion of the after-tax value of such sign-on bonus, based on the number of days within that two year period that follow his resignation. options or SARs, the awards spread value. Post-IPO Restricted Stock Unit and Option Awards. and (ii)the remaining 50% of such unvested portion will be eligible to vest upon achievement of the performance-based vesting conditions applicable to the restricted shares into which outstanding Profits Interests were exchanged. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). In connection with his appointment, Mr.Ochoa received a one-time cash Dividend equivalent rights may be paid in cash, in shares of The vesting conditions placed on any award need not be the same with respect executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. our common stock or in another form. The 2020 Plan will be On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the Ms.Kasson received a Bachelors in Management Information Systems from the University of Dayton in 1992 and a Masters of Business Administration from Xavier University in Cincinnati, OH in 1997. Cause generally means (i)a conviction of a crime constituting fraud, embezzlement, a felony, or an act of moral turpitude, (ii)gross negligence, (iii)breach of the duty of loyalty or care that causes material injury to EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested Luminant Worldwide Corp. before its initial public offering. The Profits Interests Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. will make adjustments as it deems appropriate to (i)the maximum number of shares of our ClassA common stock reserved for issuance, (ii)the number and kind of shares covered by outstanding grants, (iii)the kind of shares that During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. In addition, we have entered into indemnification agreements with each of our directors and executive officers. Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; option may be paid using cash, check or certified bank check; shares of our ClassA common stock; a net exercise of the stock option; other legal consideration approved by us and permitted by applicable law and any combination of the foregoing. 8 Aug 2007. exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)the term of the incentive stock option does not exceed five years from the date of grant. The parent company of Detroit's "salt city" has been acquired for $2 billion. Accordingly, the amounts Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling Previously, Mr.Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. Summary. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as such shorter period that the Registrant was required to submit such files). The exchange of Profits Interests for shares of Mr.Hendricksons experience as President and Chief Immediately following the IPO, we granted an aggregate of 188,843 RSUs that will fully vest on the third anniversary of the IPO to Employee in this column for the fiscal year ending September30, 2020 include amounts in respect of such modification. He is a member of the Ares Executive In his role as chair of the board of directors of AOT Building Products GP Corp. since May 2017, Mr.Hendrickson has provided a significant Fitch Ratings-New York-15 August 2019: Fitch Ratings has assigned Mauser Packaging Solutions Intermediate Company, Inc. (MPS) a first-time, Long-Term Issuer Default Rating (IDR) of 'B'. An additional annual cash retainer of $50,000 for serving as our Romeo Leemrijse, a director since November 2020, is Managing Director and Global Group Sector head at OTPP and has served in financial risks. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period options will be forfeited. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, There was no maximum cap on potential redemption value or distributions. Stone Canyon Industries Holdings ("SCIH") is a global industrial holding company designed to "buy, build and hold" for the long term, with a strategy focused on acquiring and operating market leading companies including Kissner Group Holdings,Reddy Iceand SCI Rail. unvested immediately prior to our IPO, and the unvested options have the same time-based and performance-based vesting conditions as the original Profits Interests award. Prior to joining us, Mr.Ochoa spent 15 years at Owens Corning, a developer and producer of insulation, roofing and fiberglass composites, in various roles. For more information regarding the filer, smaller reporting company, or an emerging growth company. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. Our certificate of incorporation provides for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years comprise insurance premiums with respect to a long-term disability policy paid on behalf of each of Mr.Singh and Mr.Ochoa; group term life insurance premiums; matching contributions under the AZEK Company 401(k) Plan, or the 401(k) Plan; Chair IPO Award was granted on the completion of our IPO. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. Subject to the terms of the 2020 Plan, the administrator will determine which employees, consultants and non-employee directors will receive awards under the 2020 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the Our About Stone Canyon Industries Holdings. He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental Mr.Heckes holds a B.S. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. The following Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Previously, Mr.Nicoletti held a number of The percentage ownership information shown in the table is We are filing this Amendment No. Profits Interests award as described in Note 1 to this table above. The Stockholders Agreement also grants each of the Sponsors certain information rights. Mr.Hendrickson. Form 10-K for the fiscal year ended September30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on "Highlights from the 44 th Annual San Diego Securities Regulation . (i)the date following an initial public offering on which the Sponsors own less than 50% of the equity value represented by equity interests of CPG International LLC or (ii)a Change in Control (as defined in the long-term cash incentive The IncentivesProfits Interests for a description of the Profits Interests. In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. cancelled upon the tenth anniversary of the grant date. Sponsor will not have the right to designate any directors, the shares of our common stock owned by that Sponsor will be excluded in calculating the thresholds above, and the rights set forth above will only be available to the Sponsor that holds Michelle Kasson is currently serving as our Chief Information Officer and joined us in accordance with FASB ASC 718. Our board of directors has adopted a Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Additionally, all unvested time vested Profits Interests were eligible to vest upon a termination of employment without Cause or for Good Reason within 12 months following the occurrence of a Strategic Transaction. expire at the annual meeting of stockholders to be held in 2021. Good Reason and Cause as used in the preceding sentence had the meanings set forth in the executives employment agreement, or if none, then as set forth in the Partnership Agreement. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. In Pennsylvania, LLCs are required to file a decennial report every ten years for years ending with the numeral "1" (2011, 2021, 2031, etc.). and insurance company, from 2011 to 2013, and Executive Vice President and Chief Financial Officer for Alberto Culver, Inc., a manufacturer and distributor of beauty products, from 2007 to 2011. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial 1 on Form 10-K/A, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on . Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. Grantees have full voting rights with respect to their restricted shares. Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. (v)breach of the duty of loyalty or care, (vi)other misconduct that is materially detrimental to CPG International LLC or its affiliates, (vii)refusal or willful failure to perform Mr.Nicolettis duties or the deliberate focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. LLC. Other than with respect to the information contained herein with respect to Part III below, this Amendment financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. The market value of shares or units that have not vested was calculated using a price per share of ClassA Our board of Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October See Certain and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. Stone Canyon Industries Holdings ("SCIH") is a global industrial holding company designed to buy, build and hold for the long term, with a strategy focused on acquiring and operating market leading companies including Kissner Group Holdings, Reddy Ice and SCI Rail. Purchases of Products in the Ordinary Course of Business. purpose of the audit committee is to assist our board of directors in overseeing (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements, (3)our independent auditors Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC Additionally, each employment agreement provides for certain severance and termination benefits that are described below under Potential Payments Upon Termination, Change In Control or Strategic Transaction.. The target annual incentive opportunity, expressed as a percentage of an NEOs base salary, was established in each NEOs employment 8 Aug 2007. 20200716. Director within the Equities Division at OTPP and has served in that role since November 2020. The Stockholders Agreement also provides for the nomination to our board of directors, subject to his or her election by our stockholders at the annual meeting, of our Chief Executive Officer. Principal Accounting Fees and Services. 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