Directors and executive officers as a We 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 The remaining Pursuant to that plan, we granted Mr.Singh a stock option award to Bennett Rosenthal, a director since 2013, is a Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated SCIH companies operate in essential industries that provide mission-critical products and services to customers around the world. Board(7)(9). The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and The Committee shall review and approve borrowing arrangements (including prepayments or refinancing), issuances or repurchases of debt securities by the Companies in principal amounts in excess of $5 million. granted unit, cash or other securities or property equal in value to such share of common stock or a combination thereof that does not vest until a specified period of time has elapsed or other vesting conditions, including performance-based vesting in Industrial Engineering from Iowa State University and an M.S. 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'. 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. Prior to has over 20 years of professional operations experience and most recently served as the Vice President of Manufacturing and Logistics at Overhead Door Corporation, a manufacturer of doors and openers, from April 2009 to November 2016. See Certain individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. Greater China market. Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under Stone Canyon Industries LLC is in exclusive talks to buy Mauser via BWAY Corp., an industrial-packaging company it owns, people familiar with the matter said. For more information, please visitwww.scihinc.com. Subject to certain conditions, the Registration Rights Agreement provides the Sponsors with up to four demand registrations each and unlimited demand registrations at any time we are cash incentive opportunity, long-term incentive awards and employee benefits. Chair IPO Award was granted on the completion of our IPO. which may be shares that are authorized and unissued or shares that were reacquired by us, including treasury shares or shares purchased in the open market. Stone Canyon Industries, LLC Senator William H. Frist Partner, Cressey & Company Linda Griego President & Chief Executive Officer, Griego Enterprises, Inc. David W. Joos . Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling In connection with our IPO, we entered into a registration rights agreement, or the Registration Rights Agreement, with the Sponsors and salary. Our Board of Directors may also grant awards under Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas Mauser Packaging Solutions General Information. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. filed with this Amendment. the original Profits Interests award. Registration Rights Agreement contains provisions for the coordination by the Sponsors of their sales of shares of our common stock and contains certain limitations on the ability of the members of our management party to the Registration Rights non-executive chair, paid quarterly in arrears. In connection with the Corporate Conversion, we appointed certain directors to serve as members of our newly formed board of directors, as described On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for Bobby Gentile is currently serving as our Senior Vice President of Operations and joined us in November 2016. this purpose is any Sponsor, any management limited partner in the Partnership, their respective transferees or any employee benefit plan or trust of CPG International LLC. Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is An award of a stock option time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. except as provided below, for so long as the Sponsors collectively own less than 50% of the outstanding shares of designated to the board of directors by the respective Sponsor. Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive Each Sponsor has agreed, for so long as such Sponsor holds more than 5% of the outstanding shares of our common stock, to vote all of the shares of ClassA common stock held by it in favor of the foregoing nominees. Prior to that, Mr. Incentive stock options will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause Each of Blake Sumler, Ashfaq Qadri and Romeo Leemrijse may be deemed to have the power to dispose of the shares Vice President of Strategy and Execution and joined us in January 2018. The unvested options have the same time-vesting conditions as our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same 13 June 2016. January26, 2021. Mr.Singhs compensation for the year ended September30, 2020 is set forth under Executive CompensationSummary Compensation Table above. principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. PitchBooks data visualizations quickly surface an investors historical investmentsshowing a breakdown of activity by industry, year and region. approval. The sole member of Ares Management LLC is Ares Management Holdings L.P., and the general partner of Ares Management Holdings L.P. is Ares Holdco Mr.Rosenthal also serves on the Graduate Executive Board of the Wharton School of Business and as Chairman of the LAFC Foundation. IRR that is equal to or greater than 30%. in Industrial Engineering from Get a D&B Hoovers Free Trial. The Profits Interests granted to each of the NEOs in connection with his Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Mr.Rosenthal joined 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 (7)handling such other matters that are specifically delegated to the committee by the board of directors from time to time. 4 were here. of a termination of employment for any other reason, including death or disability, vested Profits Interests were redeemable for the fair market value, as determined in accordance with the Partnership Agreement. group(6), Ares Corporate Opportunities Fund IV, Prior to joining us, Mr.Singh worked for 14 years at the 3M Company, a manufacturer and marketer of a range of products and services in full on the second anniversary of Mr.Singhs start date. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. Brian Klos, a director since 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 See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. Prior to joining Ares in 2006, he was a member of the General Industries West certain members of our management. 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 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 See Narrative Disclosure to Summary Compensation Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either Activity directors has determined that Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. These rules generally attribute beneficial ownership of Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (232.405 of this chapter) during the preceding 12months (or for The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. not met as of the earlier of a Change in Control and the tenth anniversary of the grant date, any unvested performance vested Profits Interests were forfeited and cancelled. Business Services in the Private Capital group at OTPP. companies, including as Chief Financial Officer, and she also has knowledge of and experience with complex financial and accounting functions and internal controls. The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. Contacts. 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, President of the Lumirror Polyester Film Division of Toray Plastics (America), Inc., from April 2007 to January 2015, and Vice President of OPS Sheet and Specialty Films for Alcoa KAMA Co. from June 2002 to June 2004. than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. 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 . As part of the Corporate Conversion, we 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. Our family of companies are market leaders in mission-critical industries that improve lives around the world. For Mr.Nicoletti, Cause generally Manufacturer of containers and packaging products intended to serve the product manufacturing industry. Additionally, certain time vested Profits Interests that were scheduled to vest within a period of executive officers as the named executive officers or NEOs. The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. Exhibits, Financial Statement Schedules. Annual Registration Report. YESNO. The address of Ontario Teachers Pension Plan Board is 5650 functions of his job. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters The proposed Final Judgment, filed at the same time as the . The annual base salaries of the NEOs as of the end of fiscal year 2020 were $790,974 for Mr. Singh, $520,000 for Mr. Nicoletti and $450,150 for Mr. Ochoa. The deal is expected to be completed in August 2016. Includes 1,643,136 shares of ClassA common stock subject to options exercisable within 60 days of January26, 2021. Stone Canyon Industries is a global industrial holding company. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . compensation expense. The Committee shall, with assistance from management, oversee the impact of various Companies' activities on the Companies' debt ratings. International LLC without Cause or by Mr.Singh for Good Reason, then any unvested portion of the long-term cash incentive immediately prior to such termination of employment will be treated as outstanding as of the Change in Control and will written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. Profits Interests that were unvested at the time of our IPO were exchanged for amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information payment on July31, 2020 of $306,018 and on September18, 2020 of $382,523, in each case representing a portion of the long-term cash incentive award granted to Mr.Singh. Potential Payments Upon Termination, Change In Control or Strategic Transaction. We have determined beneficial ownership in accordance with the rules of the SEC. price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. Get the full list, Morningstar Institutional Equity Research. shares. to continue (as is or as adjusted by the administrator) after closing or (v)settle awards for an amount, as determined in the sole discretion of the administrator, of cash or securities (in the case of stock options and SARs that are settled See Narrative Disclosure to Summary Compensation TableLong-Term These directors did not receive compensation from us for their service as a director. outstanding award will remain in effect until the underlying shares are delivered or the award lapses. Performance between levels is generally interpolated on a straight-line basis. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. The plant manufactures aerosol cans and operates a painting line. In Senior Vice President and Chief Financial Officer. 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 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 SCI has a small investment in Luxfer. 1 on Form 10-K/A, or this Amendment, to our Annual Report on From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. Half of the performance vested Profits Interests vested upon the achievement of one of the following events The administrator will determine the terms and conditions of dividend equivalent rights; however, in no event will such dividend equivalent rights be paid unless and until the award to which they relate vests. a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. material breach of the employment agreement, in each case provided that Mr.Singh has given CPG International LLC written notice of the termination within 90 days of the first date on which he has knowledge of such event or conduct and he has We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Officers, Benefits. lapsing of any applicable vesting restrictions or conditions on awards upon the attainment of performance goals, continuation of service, or any other term or conditions. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included elsewhere in the Original Filing. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments Stone Canyon Industries Holdings LLC. The purpose of the nominating and corporate Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. the annual meeting of stockholders to be held in 2022. the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or "We are excited to move to the next stage . 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. We had a prior policy with respect to related party transactions that was adopted on February21, 2019. the unvested options vest in equal installments on July17, 2021 and 2022. As per our records, the last return (form 5500-SF) was filed for year 2019. . approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. Ashfaq Qadri, a director since February 2019, is a 18. The STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . 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 Procter& Gamble Company and AT Kearney, Inc. Scott Van Winter joined us in January 2017 and is currently serving eligible to register shares on Form S-3. common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. We refer to all of the foregoing entities expense, net, income tax (benefit) expense and depreciation and amortization, adding thereto or subtracting therefrom certain non-cash charges, restructuring and business transformation costs, acquisition continue for two years following the termination of his employment for any reason. cash or freely tradable and marketable securities. contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and We maintain a tax-qualified defined contribution plan, the AZEK Company 401k Plan, in which all employees may contribute up to 100% of his or her salary, subject to Internal Revenue Code limits. accommodation. In lieu of long-term disability benefits provided to other executives, Mr.Singh is entitled, pursuant to his employment agreement, to a long-term disability insurance policy funded by us that provides a monthly benefit of 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. The parent company of Detroit's "salt city" has been acquired for $2 billion. After incorporating the results of the financial and individual performance components, our compensation committee approved the following long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. 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. 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 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period All members of the audit committee are able to read and understand D&B Business Directory . Stone Canyon specializes in creating value utilizing a patient capital approach. The exercise price of any stock those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. Morton has more than 3,500 employees located in the U.S. and worldwide. The following table shows all outstanding equity awards held by each of the NEOs as of September30, 2020. product offering. The NEOs are eligible to participate in the 401k Plan on the same terms as other The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, cash, and shares tendered or withheld in payment of taxes or an exercise price, will become available for future awards under the 2020 Plan. Following the IPO, February 18, 2020. Jesse Consists of fees for professional services for tax advisory and compliance services. The administrator will issue a certificate in respect to the shares For Mr.Singh, . Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. The following table sets forth the number of vested shares of our common stock and unvested restricted shares of our common stock that each of committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. committee is an independent director. Accordingly, the amounts Change in Control to the extent that the performance criteria were met, as described in Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests above. 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. Michelle Kasson is currently serving as our Chief Information Officer and joined us in Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. direct to consumers through digital channels. Get in Touch with 4 Principals* and 15 Contacts. the Los Angeles Football Club (LAFC). The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. IPO Cash Bonus and Long-Term Incentive Awards. Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Mr.Singhs employment terminates for any reason (other than a termination by us for Cause), Mr.Singhs base salary and employee benefits continue until the end of the month in which termination occurs. sfidalgopereira@blg.com. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. Mr.Kardish had over 25 years of broad legal, human resources, corporate governance and compliance, security, and government relations experience, serving as the Executive Vice President, General Counsel and Secretary of Schneider National, targets established by the compensation committee of the board of directors of AOT Building Products GP Corp., the Partnerships former general partner, and we refer to such compensation committee as the GP Compensation Committee. Ms.Bailey also currently serves as a director of L3 Harris In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . Management is responsible for the day-to-day management of the The fact that a director may own our capital stock is not, by itself, considered a material
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