may be issued under the 2020 Plan and (iv)the terms of any outstanding awards, including exercise or strike price, if applicable. In the event that Mr.Singhs employment is terminated due to death or disability, Mr.Singh will be entitled to: (i)any designated to the board of directors by the respective Sponsor. (7)handling such other matters that are specifically delegated to the committee by the board of directors from time to time. Related Stockholder Matters. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest 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. Stone Canyon Industries LLC. The Related Persons Transaction Policy provides that the audit committee of our board of non-freely tradable and marketable securities received by the Sponsors in connection with the Strategic Transaction constituted Proceeds as of the date of such Strategic Transaction, the performance vested granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. Prior to working for Louisiana-Pacific Corporation, Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. received a one-time award in the amount of $1,000,000, payable 50% in the form of cash and 50% in the form of common interests in the Partnership. conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. Employee breach. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will Jonathan Skelly is currently serving as our Senior The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. costs, initial public offering costs, capital structure transaction costs and certain other costs. Brands Inc., a leading global consumer goods company, from 2001 to 2006. Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be Mr.Ochoas individual performance was assessed based on his / Stone Canyon Industries LLC; Stone Canyon Industries LLC. (877)275-2935. This charter is posted on our website. Each member of the nominating and corporate governance committee is an independent director. Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. From 2006 to Ms.Bailey also currently serves as a director of L3 Harris The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. The vesting conditions placed on any award need not be the same with respect term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued 20200716. controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. Shares subject to vested options or options that will vest within 60 days of January26, 2021 are deemed outstanding for purposes of calculating the percentage ownership of the person holding Section422 of the Code and non-qualified stock options that do not meet those requirements, SARs, restricted stock, restricted stock units (RSUs), dividend equivalent rights and other None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation Before Griffin Pipe, he held the role of Director of Human Resources for Rio Tinto America Inc., a leading global mining group, from March 2008 to January 2010. a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. The annual incentive bonus in respect of the fiscal year ending Sign-on Grants. The Thu 15 Aug, 2019 - 10:10 AM ET. In October, Stone Canyon Industries announced it had struck a deal to buy K+S Americas salt business, including Morton Salt, for $3.2 billion. leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading With respect to Mr.Nicolettis time vested Profits Interests, a prorated portion would have vested in connection with a termination of Mr.Nicolettis employment without Cause or for Good Reason and all of his director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters Incentive stock options may not be granted under the 2020 Plan after the tenth anniversary of the date of the board of directors most recent In recognition of his significant past and ongoing efforts Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice Accordingly, this Amendment should be read in conjunction with our Original Filing. the satisfaction of certain time- and performance-vesting conditions. the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the administrator, in its sole discretion, subject to certain limitations provided in the 2020 Plan. LLC. under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Mr.Ressler In order to ensure alignment with our investors, no Kissner is a leading pure-play producer and supplier of salt inNorth America. He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services to file reports pursuant to Section13 or 15(d) of the Act. SCIH will divest its US Salt subsidiary, based in Watkins Glen, New York, as part of an agreement with the U.S. Department of Justice to proceed with the acquisition. and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. Cng Ty TNHH Hnh Hng. He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon the year ended September30, 2020. Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder accommodation. During the period that any restrictions apply, the transfer of stock awards is generally risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. He also brings to the board of directors significant global experience and knowledge of competitive strategy. Gim c: (ng) Dng Thanh Hi, a ch: Khi ph Tin Tin, Phng . Howard Heckes, a director since November 2020, is the President and Chief Executive performance in accelerating new product development growth, enhance brand and consumer experiences, and growing the retail channel through our existing relationships with home improvement retailers. Ms.Chimas decades of leadership and technology experience in the retail and financial sectors, as well as her showcased dedication to diversity, womens employment and inclusion, led us to the conclusion that she should written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. applicable. ClassA common stock or ClassB common stock. Goldman Sachs is . terms of awards to add events or conditions upon which the vesting of such awards will accelerate, (iv)deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions Agreement, including upon certain strategic or change in control transactions. In connection with our IPO, we adopted a new director The following table sets forth information concerning our equity compensation plans as of September30, 2020: Equity compensation plans approved by stockholders, Equity compensation plans not approved by stockholders, Equity compensation plans approved by stockholders reflects our 2020 Plan. February 18, 2020. Get the full list, Morningstar Institutional Equity Research. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. 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 . From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. 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. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from Mr.Qadri joined OTPP in 2016, and has significant experience in private equity and investment banking. connection with our IPO, each outstanding Profits Interests award, including awards held by our NEOs, was exchanged for a number of shares of our ClassA common stock determined based the number of Profits Interests and the hurdle amount Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. in the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. A restricted stock award is an award of outstanding shares of our ClassA common stock that does not vest until a specified 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 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. $5,321,095 for Mr.Nicoletti. (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 Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC Acquiring Party. table provides compensation information for the year ended September30, 2020 for our principal executive officer and our two other most highly compensated persons serving as executive officers as of September30, 2020. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. 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. This charter is posted on our website. If the period of time has elapsed or other vesting conditions have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. Greater China market. Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection and the listing standards of the NYSE. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either Stone Canyon Industries, LLC (www.stonecanyonllc.com) is a global industrial holding company based in Santa Monica, California with subsidiaries involved in consumer & retail, food & ingredients, industrial, technology & business services and transportation. Act). Following the IPO, Shares of our ClassA common stock subject to awards that are assumed, converted or substituted under Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. Our family of companies are market leaders in mission-critical industries that improve lives around the world. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. Dividend Weighting, Building Products Segment Target Adjusted entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our Jose Ochoa is currently serving as our President, Residential Segment. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of From 2015 to 2018, Ms.Chima served on the board of Global Sources Ltd., a Bermuda business-to-business media company with a focus on the deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. When typing in this field, a list of search results will appear and be automatically updated as you type. in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. responsibilities relating to (1)setting our compensation program and compensation of our executive officers and directors, (2)monitoring our incentive and equity-based compensation plans and (3)preparing the compensation committee leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. Dividend equivalent rights may be paid in cash, in shares of Feb 7 (Reuters) - Private equity investment firm Clayton, Dubilier & Rice Inc is selling Mauser Group NV to Stone Canyon Industries LLC for $2.3 billion in cash, a day before the packaging . CPG International LLC entered into an employment agreement with Mr.Ochoa, dated as of July15, 2017, pursuant to which Mr.Ochoa serves as the President, AZEK Building Products. As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and In general, awards of Profits Interests were 50% time vested and 50% performance vested. Business Services in the Private Capital group at OTPP. We offer reimbursement for physicals to certain of our In the event 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. $1.1B in annual revenue, 40+ locations, 16 . 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. securities or other awards or property. Prior to that, Principal Accounting Fees and Services. The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. including enterprise software development, managed service delivery, portfolio development and project execution. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. $250,000. Vested Profits Interests generally were redeemable by the Partnership within six months following a termination of employment. the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Prior to that, Mr. If the relevant performance criteria were Currently, Mr. Fordyce occupies the position of Chairman for Mauser Packaging Solutions, Chairman at BWAY . subject to continued employment through the vesting date: When the aggregate proceeds (in the form of cash and marketable securities), or Proceeds, received by each of the The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. YES NO, Indicate by check mark whether the Registrant In Performance-Based and Other Stock-Based or Cash-Based Awards. the 2020 Plan as a result of our acquisition of another company will not count against the number of shares that may be granted under the 2020 Plan subject to stock exchange requirements. less than or equal to 10%, of the outstanding shares of our common stock, in which case, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. salary. Annual Report view. Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The Directors, Executive Officers and Corporate Governance. Good Reason generally means (i)a reduction in salary or target AG from 2019 to 2020. as Chief Information Officer at FOX Networks Group from 2017 to 2019, as Chief Information Officer at Burberry Group plc from 2015 to 2017, as Chief Information Officer, Asia at Walmart Inc. from Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. Benefits. He most recently served as Vice President of In connection with the Corporate Conversion, we appointed certain directors to serve as members of our newly formed board of directors, as described IRR that is equal to or greater than 30%. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of Indemnification of Officers and Directors. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to Manufacturer of containers and packaging products intended to serve the product manufacturing industry. Mr.Nicolettis employment terminates. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. adversely impair the rights of an award without the grantees consent. intentional tortious or intentional unlawful act in either case causing material harm to CPG International LLCs (or any of its affiliates) business, standing or reputation, (iv)gross negligence in performing his duties, "Combined with SCIH's Kissner Group Holdings, the Americas salt business offers an extensive line of products to consumers as well as governmental and commercial customers. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. award) and where the price per share in the initial public offering, or the transaction price in the Change in Control, implies an equity value at least commensurate with the aggregate investments by the Sponsors in CPG International LLC, as Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . in January 2020. Ashfaq Qadri, a director since February 2019, is a annual target bonus of 100% of base salary; for Mr.Nicoletti, for an annual base salary of $500,000 and an annual target bonus of 75%; and for Mr.Ochoa, for an annual base salary of $415,000 and an annual target bonus of 75% of base ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015 OR 8 Aug 2007. Contacts. The company's offerings include plastic and metal bulk containers, drums, cans, pails, bottles and jerrycans, thereby enabling clients to get different products with sustainability and efficiency. Childrens Products. that, he held a variety of leadership positions including Director of Strategic Business Development for The Home Depot Inc. and Director of Mergers& Acquisitions for Hughes Supply, Inc. Paul Kardish is currently serving as our Senior Vice President and Chief Legal Officer. The term of a SAR may not exceed 10 years from the date of grant. Washington-based community credit union, and has served in that role since October 2020. bonus, (ii)a material reduction in duties or authority, (iii)removal of position and responsibilities, (iv)failure to pay compensation under the employment agreement, (v)relocation by more than 35 miles or (vi)a Mr.Hendricksons experience as President and Chief 2020 Plan, please see Executive CompensationPost IPO Compensation2020 Omnibus Incentive Compensation Plan.. were paid reverts back to the company. that role since November 2013. Brian Klos, a director since Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. Stone Canyon focuses on small-to-mid-sized buyouts. If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. equity firm focused on buyouts and growth capital investments in Canada. 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. Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global 2 Min Read. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and private equity in particular and his experience as a director of other public and private companies give the board of directors valuable insight. Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. Harris Williams & Co., a preeminent middle market investment bank focused on the advisory needs of clients worldwide, has announced the sale of A. Stucki Company (A. Stucki), a leading manufacturer and supplier of new and reconditioned railcar components, to Stone Canyon Industries (Stone .