Iris Dorbian. Grantees have full voting rights with respect to their restricted shares. compensation expense. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. Mr.Lee did not hold equity-based awards Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Eligibility; Limits on Compensation to Non-Employee Directors. Mr.Kloss years of experience managing and Profits Interests award as described in Note 1 to this table above. In connection About Stone Canyon Industries Holdings. Item10. Our audit committee oversees management of earned but unpaid bonus for the year prior to termination, (ii)all amounts accrued under any bonus, incentive or other plan and (iii)a prorated annual bonus for the year of termination based on actual performance and the number of days long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. Base Salary and Target Bonus. 2016. Get a D&B Hoovers Free Trial. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, our other employees. Sign-on Grants. and for Mr.Ochoa, continued base salary and half of Mr.Ochoas target bonus for 12 months following termination. accounting grant date value of such award. A SAR He also the vesting and settlement of outstanding RSUs as of September30, 2020. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. committee is an independent director. operations, as well as the risks associated therewith. Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these as our President, Commercial Segment. thereof. Board Composition and Risk Management Practices. For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended 90days. 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 applicable to the Profits Interests. 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 eligible to register shares on Form S-3. James has a multi-faceted human resources law practice, handling day-to-day, litigation and corporate transactions mandates for clients in both pension and benefits and labour and employment matters. management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. The YESNO. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has affirmatively determined that each of Gary Hendrickson, Sallie Bailey, Fumbi Chima, Howard Heckes, compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. Mr.Hendrickson. Phone Number 310-788-2850. are entitled to designate individuals to be included in the slate of nominees for election to our board of directors as follows: Each of the Sponsors is entitled to nominate one-half of the nominees to be nominated unless are described below. 1 on Form 10-K/A, or this Amendment, to our Annual Report on Additionally, as ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. Prior to serve as a director on our board. The SCI has a small investment in Luxfer. For the fiscal year ending September30, 2020, the financial performance component of the annual incentive The remaining 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. We have determined beneficial ownership in accordance with the rules of the SEC. constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm; (ii)gross negligence in performing his duties; (iii)breach of the duty of loyalty or care; Deutsche Bank and RBC Capital Markets served as financial advisors to K+S and Sullivan & Cromwell LLP and Borden Ladner Gervais LLP served as legal advisors. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. 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. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. employees, including the NEOs. Research and Development for Sealy Mattress Corporation. to the Wisconsin Bar in 2013. The amounts in this row represent the options to purchase shares of ClassA common stock granted in Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe The non-competition and non-solicitation covenants with each of the NEOs BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! 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 Agreement, including upon certain strategic or change in control transactions. modified the terms and conditions of our performance-based awards by changing the vesting conditions. International LLC of written notice of such event by Mr.Nicoletti: (i)a material reduction in salary, (ii)a materially adverse change in title, duties or responsibilities (including reporting responsibilities), or above under Directors, Executive Officers and Corporate Governance.. year from the completion of our IPO. 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. . future receipt of Proceeds. The maximum award that an NEO can earn for the individual performance component was The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. Company and of the Building Products segment. Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. Romeo Leemrijse, a director since November 2020, is Managing Director and Global Group Sector head at OTPP and has served in product offering. 60% time vesting in equal installments on May26 of each of 2019, 2020 and 2021, subject to continued employment through each vesting date. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. On This option grant was intended to restore to such holders the same leverage, or amount of equity at work, that the holder had with respect to Profits The purpose of the compensation committee is to assist our board of directors in discharging its establish other committees to facilitate the management of our business. filed with this Amendment. The Related Persons Transaction Policy provides that the audit committee of our board of Stone Canyon Industries Holdings LLC. 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. Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. Award-Winning Sales Intel. All rights reserved. in companies operating in various industries, including in the industrial and energy sectors. which the incentive stock options are exercisable for the first time does not exceed $100,000. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of Mr.Ochoas individual performance was assessed based on his Our Board of Directors may also grant awards under outstanding shares of our common stock, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. Additionally, he is a graduate of the Institute of Corporate Directors. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as Act. January26, 2021. 1:05. 18. qualifying termination of employment or certain transactions. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included in the Original Filing. Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange Mr.Hirshorn holds a B.S. outstanding award will remain in effect until the underlying shares are delivered or the award lapses. Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC Need info on your own credit report? Ms.Kasson has over 25 years of corporate IT experience in the consumer product goods, food and pharmaceutical industries. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. 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'. Win whats next. 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. 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. Profits Interests that were vested at the time of our IPO were exchanged for vested shares of our ClassA common stock. 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. All of the awards described above are subject to Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. The following table sets forth certain information with respect to our directors and executive officers: Gary Hendrickson, a director since May 2017, is the Chairman of our board of directors, a position he has held since May 2017. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. Stone Canyon Industries purchases A. Stucki Company. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: 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 . Public asset : 57,989 USD. cash, and shares tendered or withheld in payment of taxes or an exercise price, will become available for future awards under the 2020 Plan. to file reports pursuant to Section13 or 15(d) of the Act. Morton has more than 3,500 employees located in the U.S. and worldwide. Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. On April 19, 2021, the United States filed a Complaint alleging that the acquisition of Morton Salt, Inc. by SCIH Salt Holdings Inc. (''SCIH'') would violate Section 7 of the Clayton Act, 15 U.S.C. Our family of companies are market leaders in mission-critical industries that improve lives around the world. common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. Our board of Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco EXPLANATORY NOTE . and the listing standards of the NYSE. Annual Registration Report. SCIH was founded by Co-CEOsAdam CohnandJames Fordyce. transaction, (iii)shares delivered in lieu of fully vested cash awards, (iv)awards to non-employee directors that vest on the earlier of the one-year Director within the Equities Division at OTPP and has served in that role since November 2020. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. of Conduct and Ethics is posted on our website at azekco.com on the Governance Documents page of the Investor Relations section of the website. A. The Department of Justice announced today that Stone Canyon Industry Holdings LLC (Stone Canyon) and its portfolio company SCIH Salt Holdings Inc. (SCIH), which was previously named Kissner Group Holdings LP, will divest their entire evaporated salt business in order to proceed with their proposed acquisition of Morton Salt Inc. (Morton), among other assets. Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. Smucker Company for 11 years with responsibilities HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Stone Canyon Industries LLC filed as a Foreign in the State of California on Tuesday, August 19, 2014 and is approximately nine years old, as recorded in documents filed with California Secretary of State.A corporate filing is called a foreign filing when an existing corporate entity files in a state other than the state they originally filed in. Contacts. directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. / Stone Canyon Industries LLC; Stone Canyon Industries LLC. the approval of such Sponsor, and the shares of common stock owned by such Sponsor will be excluded in calculating the 30% threshold: merging or consolidating with or into any other entity, or transferring all or substantially all of our assets, Get in Touch with 4 Principals* and 15 Contacts. In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. The purpose of the nominating and corporate 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. our NEOs received upon conversion of their vested and unvested Profits Interests in the IPO. Each of the Ares Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to Activity breach. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Prior to joining Ares in 2006, he was a member of the General Industries West incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the interests held by the Sponsors. the annual meeting of stockholders to be held in 2022. a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. Item14. Represents beneficial ownership of less than 1%. Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental Their business is built upon a consistent, value . Accordingly, the amounts Report this profile . Financial Accounting Standards Board, or FASB ASC 718. ClassB common stock beneficially owned (including restricted shares of ClassA common stock) and (ii)shares issuable upon exercise of options to purchase shares of ClassA common stock that are vested or will vest within 60 With more than 25 years of experience in the performance polymers industry, Mr.Van Winter most recently served as Chief Executive Officer and Executive Vice President at Jindal Films Americas, LLC, a Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. Annual Report view. Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. These amounts do not reflect new equity awards granted in the fiscal year. An additional annual cash retainer of $50,000 for serving as our He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. that all Section16(a) reports applicable to our directors, executive officers and greater-than-ten-percent beneficial owners with respect to fiscal year 2020 were Relationships and Related Transactions, and Director IndependenceStockholders Agreement.. We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP may be, subject thereto and that any stock options or SARs not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control, (iii)modify the In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option Call (844) . than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. employment. We refer to all of the foregoing entities connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. To get there, you motor north from Monterey Regional Airport along the California coast, through Sand City and up past Seaside, where Route 1 bends inland to skirt the Fort Ord Dunes. We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. 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