Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon performance-based criteria, subject to such terms and conditions that the administrator may determine. James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Learn more about K+S at www.kpluss.com. year from the completion of our IPO. The purpose of the nominating and corporate Mr.Hirshorn holds a B.S. of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 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 All members of the audit committee are able to read and understand Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates announced Friday they have closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of $3.2 billion. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, including SCIH, partnerships, and joint ventures, and their directors, officers, managers, agents, 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. 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 Kitchen served as Vice President of Human Resources for Griffin Pipe Products Co., Inc., a manufacturer of water transmission products, from January 2010 to November 2010. 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 . The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment Currently, Mr. Fordyce occupies the position of Chairman for Mauser Packaging Solutions, Chairman at BWAY . than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. 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. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. 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 January 2020. The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. 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 which the incentive stock options are exercisable for the first time does not exceed $100,000. Additionally, all unvested time vested Profits Interests were eligible to vest upon a termination of employment without Cause or for Good Reason within 12 months following the occurrence of a Strategic Transaction. exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)the term of the incentive stock option does not exceed five years from the date of grant. Find company research, competitor information, contact details & financial data for Stone Canyon Industries Holdings LLC of Los Angeles, CA. As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. restricted shares of ClassA common stock granted under our 2020 Plan, which remain eligible to vest generally pursuant to the same time-based and performance-based vesting conditions as the Profits Interests for which they were exchanged, as In his current role, he is responsible for Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. <! such shorter period that the Registrant was required to submit such files). CPG International LLC entered into an employment agreement with Mr.Singh the satisfaction of certain time- and performance-vesting conditions. Currently, she serves on the corporate boards for Africa Prudential and Work& Co, holds advisory roles for SAP Executive Advisory and Apptio EMEA Advisory, and is on the board of Women at Risk International a termination of employment due to an NEOs resignation without Good Reason prior to the third anniversary of the date on which the Profits Interests were granted, or the termination of the NEOs employment for Cause at any time, vested The amounts in this row represent the restricted shares of ClassA common stock issued in connection with Jesse EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. These amounts do not reflect new equity awards granted in the fiscal year. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. were paid reverts back to the company. options or SARs, the awards spread value. Our board of directors Mr.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance stockholders or a majority of the directors designated by the Sponsors; terminating the employment of our Chief Executive Officer or hiring or designating a new Chief Executive Officer; entering into any transactions, agreements, arrangements or payments with either of the Sponsors or any other Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. employees, including the NEOs. providing strategic guidance to portfolio companies. 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 . Join to connect Stone Canyon Industries . eligible to register shares on Form S-3. 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 . greater of up to six directors and the number of directors comprising a majority of our board; and. Website. Brian Klos, a director since Prior to Stone Canyon Industries is exploring a potential sale of Mauser Packaging Solutions that could fetch as much as $8 billion, people with knowledge of the matter said. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. January26, 2021. Prior to joining OTPP, Mr.Qadri was a Vice President at Morgan Stanley Private Equity from 2012 to 2014, with roles based in both New York and London. adversely impair the rights of an award without the grantees consent. As amended, the portion of the long-term cash incentive that was time vested as of the completion of our IPO was paid as soon as practicable after the IPO. In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of For Mr.Nicoletti, Cause generally , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. 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 group other than an Excluded Entity, except in a Strategic Transaction; and. such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. Historically Aggressive Strategy: In 2016, Stone Canyon Industries LLC (SCI) acquired MPS and has since made 7 acquisitions for aggregate consideration of approximately $3.36 billion. Stone Canyon Industries, LLC Senator William H. Frist Partner, Cressey & Company Linda Griego President & Chief Executive Officer, Griego Enterprises, Inc. David W. Joos . Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC In connection with his appointment, Mr.Ochoa received a one-time cash The Committee shall, with assistance from management, oversee the impact of various Companies' activities on the Companies' debt ratings. The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP A. Ashfaq Qadri, a director since February 2019, is a Profits Interests. Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was such holder and (ii)shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock held by such holder. 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 in this column for the fiscal year ending September30, 2020 include amounts in respect of such modification. Matters, Certain Relationships and Related Transactions, and Director outstanding award will remain in effect until the underlying shares are delivered or the award lapses. The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, The Los Angeles . Dividend equivalent rights may be paid in cash, in shares of 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. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. In August 2018, MPS paid approximately $1 billion to . Cng Ty TNHH Hnh Hng. Item12. The 2020 Plan will be Outstanding Equity Awards at 2020 Fiscal Year-End. payouts for the year ended September30, 2020: The outstanding The annual incentive bonus in respect of the fiscal year ending comprise insurance premiums with respect to a long-term disability policy paid on behalf of each of Mr.Singh and Mr.Ochoa; group term life insurance premiums; matching contributions under the AZEK Company 401(k) Plan, or the 401(k) Plan; serve as a director on our board. 4 were here. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. The registrants ClassA common stock began trading on the New York Stock Exchange Since December Michael Salvator has been working as a Chief Operating Officer at Stone Canyon Industries for 26 years. These rules generally attribute beneficial ownership of Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be options will be forfeited. Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Mr.Spaly holds a Bachelor of Arts degree in economics from Princeton University and an M.B.A. from Stanford University Graduate School of Business. Mr.Hendrickson. Prior to joining us in September 2019, 18. Washington-based community credit union, and has served in that role since October 2020. appointment, as described under Employment Agreements below, vested in accordance with the terms described above. Procter& Gamble Company and AT Kearney, Inc. Scott Van Winter joined us in January 2017 and is currently serving 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. Date. Officer of Masonite International Corporation and has served in that role since June 2019. The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. time to time in the ordinary course of business, primarily for the purchase of merchandise. Get a D&B Hoovers Free Trial. bonus in the amount of $250,000, a prorated portion of which was subject to repayment if Mr.Ochoa voluntarily terminated his employment with CPG International LLC, or if CPG International LLC terminated Mr.Ochoas employment for agreement, which are described under Employment Agreements below. ClassA common stock did not result in any accelerated vesting of the Profits Interests. ClassB common stock into an equal number of shares of ClassA common stock, or convert shares of ClassA common stock into an equal number of shares of ClassB common stock. Activity D&B Business Directory . Reminder/Diss Notice for Annual Report view. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. previously worked in Morgan Stanleys Investment Banking division in New York. 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 applicable to the Profits Interests. accounting grant date value of such award. Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, Investor Inquiries Michael S. Kraft Vice President, Finance 571.353.7778 mkraft@K12.com Online Information For corporate reports and Any additional directorships resulting from an Stone Canyon Industries purchases A. Stucki Company. Cause generally means (i)a conviction of a crime constituting fraud, embezzlement, a felony, or an act of moral turpitude, (ii)gross negligence, (iii)breach of the duty of loyalty or care that causes material injury to he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. A discussion of the treatment of the long-term cash A. Stucki Company, a major provider of engineered components, systems and services for the railroad industry and other markets, described Kiefer as "the leader of its expansion, development and success." Stucki's parent company, SCI Rail Holdings LLC, a division of Stone Canyon Industries Holdings LLC, is searching for a new CEO. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. 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 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 Greater China market. January26, 2021. generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. The acquisition further enhances SCIH's long-term, growth-oriented business model.". with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. our other employees. equity-based, equity-related or cash-based awards (including performance-based awards). YESNO. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as a senior executive of large global manufacturing The firm seeks to acquire businesses through buyouts. 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. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our See Narrative Disclosure to Summary Compensation TableAnnual Incentive Awards for a description of the fiscal 2020 annual incentives. $1.1B in annual revenue, 40+ locations, 16 . Represents beneficial ownership of less than 1%. Performance-Based and Other Stock-Based or Cash-Based Awards. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. After incorporating the results of the financial and individual performance components, our compensation committee approved the following experience in corporate leadership and in the development and execution of business growth strategies. The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. Subject to the terms of the 2020 Plan, the administrator will determine which employees, consultants and non-employee directors will receive awards under the 2020 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. liabilities which may arise under the Securities Act. 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. Prior to that, the original Profits Interests award. 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