Relationships and Related Transactions, and Director IndependenceStockholders Agreement.. modified the terms and conditions of our performance-based awards by changing the vesting conditions. Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus any retention agreement or incentives, and any other payments due . D&B Business Directory . knowledge of our business and perspective of our day-to-day operations. The target opportunity for the fiscal year ended September30, 2020 for each of the NEOs was as follows: Target annual incentive amounts represent the percentage of base salary earned during the fiscal year, rather product offering. A Strategic Transaction for this purpose is any The cash portion was earned and the equity portion vested The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment The plant manufactures aerosol cans and operates a painting line. The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. -. A discussion of the treatment of the long-term cash In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by Prior to joining us, Mr.Nicoletti served as Senior Vice President and Chief Financial Officer of Newell Brands, Inc., a leading global consumer goods company, since 2016. Business Services in the Private Capital group at OTPP. operations, as well as the risks associated therewith. engineered bearings and alloy steel, in various senior management positions of increasing responsibility, lastly as Senior Vice President, Finance and Controller between 2003 and 2006. Ti nh ng Nguyn Tin Phng, t dn ph Tn Phong, Phng K Thnh, Th x K Anh. 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 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. Prior to joining us in September 2019, Board(7)(9). K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. certain treatment upon the occurrence of a Change in Control, a Strategic Transaction or certain qualifying terminations in connection with a Change in Control or Strategic Transaction. 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. 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 performance share awards and performance units settled in cash. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. The Profits Interests means (i)commission of an act which constitutes common law fraud or embezzlement, (ii)indictment, conviction or plea of guilty or nolo contendere to a felony or crime involving moral turpitude, (iii)commission of any In connection with his appointment, Mr.Ochoa received a one-time cash The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. breach. For Mr.Singh, Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a 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 All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or 20200716: Stone Canyon Industries Holdings LLC; Kissner Co-Investment Holdings LP. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective Washington-based community credit union, and has served in that role since October 2020. See Narrative Disclosure to Summary Compensation TableAnnual Incentive Awards for a description of the fiscal 2020 annual incentives. Since 2018, he has served as a member of the board of directors of Deckers Brands, Prior to working for Louisiana-Pacific Corporation, committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. Jesse 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. Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of CFA charterholder. Unless terminated sooner by our board of directors or extended with stockholder approval, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholder approved the 2020 Plan, but any Includes 173,913 shares of ClassA common stock subject to options exercisable within 60 days of with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. 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, with our IPO. Outstanding Equity Awards at 2020 Fiscal Year-End. 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, 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 employee contributions and 50% of the next 5% of employee contributions, for a total matching contribution of 3.5% on the first 6% of employee contributions. The amounts in this column represent annual incentive cash awards earned under the annual incentive program for Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused received by each of the Sponsors resulted in an internal rate of return on its aggregate capital contributions, or IRR, that was equal to or greater than 25%. James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. on June12, 2020. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. 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 Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as LOS ANGELES, April 1, 2020 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH") today announced that it has closed the previously announced acquisition of the business of Kissner Group . qualifying termination of employment or certain transactions. Indemnification of Officers and Directors. The Los Angeles . benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. 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 to the Wisconsin Bar in 2013. Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas 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'. subject to continued employment through each vesting date. 8 Aug 2007. The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and Consists of fees The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, Item10. Get the latest business insights from Dun & Bradstreet. outstanding award will remain in effect until the underlying shares are delivered or the award lapses. Bennett Rosenthal, a director since 2013, is a 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. Mr.Kardish also served as a Special Agent with the Federal Bureau of Investigation and is trained in emergency management. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. 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 Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. The foregoing directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. Nominating and Corporate Governance Committee. Mauser Packaging Solutions was formed in 2018 through a merger of four companies. Section16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our outstanding 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 Related Persons Transaction Policy provides that the audit committee of our board of effective as of May26, 2016, which continues until Mr.Singhs employment terminates. As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. Stone Canyon Industries General Information. Need info on your own credit report? 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 The In recognition of this responsibility, our audit committee pre-approves all audit and We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. 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. 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. As a former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends. entering into of any agreement to do any of the foregoing. 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. Additionally, if The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP 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. value of $105,000 that vests at the following annual shareholder meeting; A one-time inaugural equity award of RSUs granted to newly appointed non-employee directors with a grant date fair value of $105,000 that cliff-vests on the third anniversary of grant; An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the Item14. 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. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to 2020 Performance. other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. conversion of the Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below, are generally subject to the same vesting treatment upon such events as US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. February 2018, is a Partner in the Ares Private Equity Group and serves as a member of the Ares Private Equity Groups Corporate Opportunities Investment Committee. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. Senior Vice President and Chief Financial Officer. For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and The long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining The exchange of Profits Interests for shares of Prior to that, Mr. January26, 2021. 8 Aug 2007. 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 Annual Registration Report. Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under We also adopted director stock 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 . In connection with the Corporate Conversion, we appointed certain directors to serve as members of our newly formed board of directors, as described See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 included in the Original Filing. 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, In addition, with respect to time See Narrative Disclosure to Summary Compensation salary. 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. Mr.Ochoas individual performance was assessed based on his Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of of restricted stock, unless the administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . Date. in full on the second anniversary of Mr.Singhs start date. Mr.Sumler is a CPA and a Michelle Kasson is currently serving as our Chief Information Officer and joined us in the University of Iowa. Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% In addition, we have entered into indemnification agreements with each of our directors and executive officers. The authorized In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary Mr.Lee did not hold equity-based awards With respect to awards of stock-settled stock appreciation Foundation. deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. We currently do not expect that Mr.Hendrickson will receive any additional compensation in future years for his service as non-executive chair outside of the regular annual director compensation program. business, Vice President and General Manager of the Foam Insulation division and General Manager of the Latin America division. For more information, please visitwww.scihinc.com. Half of the performance vested Profits Interests vested upon the achievement of one of the following events Contacts. Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. company exemption does not modify the independence requirements for the audit committee, and we are in compliance with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at Stone Canyon Industries Holdings Inc. sponsers an employee benefit plan and files Form 5500-SF short form annual return/report. Any unvested awards scheduled to vest within the next 12 months will immediately vest in the event of the NEOs death or disability or continue to vest in the event of the NEOs involuntary termination without cause or Prior to that, 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 . collectively as the Ares Entities. The administrator has the authority to interpret the 2020 Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the 2020 Plan or any awards granted under the 2020 Plan in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). Each member of the nominating and corporate governance committee is an independent director. principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Report Report. Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in 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. Directors and executive officers as a We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Officers, 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. 20200716. in Any additional directorships resulting from an The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and The grant date fair value of the Profits Interests was computed in 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. Represented Stone Canyon Industries LLC, a global industrial holding company, in its $850 million recapitalization of its subsidiary, SCI PH Inc., which through its subsidiaries, BWAY and Mauser, is a leading global supplier of rigid packaging products and services. fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of Contact. The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. In connection with his appointment, Mr.Singh Additionally, certain time vested Profits Interests that were scheduled to vest within a period of 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. 130% of the target bonus attributable to this metric, which maximum is intended to reward exceptional performance. Phone Number 310-788-2850. 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 and private companies give the board of directors valuable insight. ClassA common stock or ClassB common stock. The annual incentive bonus in respect of the fiscal year ending In written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. As discussed in Certain Relationships and Related Transactions, and Director rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. 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