/ Stone Canyon Industries LLC; Stone Canyon Industries LLC. The option may be paid using cash, check or certified bank check; shares of our ClassA common stock; a net exercise of the stock option; other legal consideration approved by us and permitted by applicable law and any combination of the foregoing. 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; for Profits Interests was granted options to purchase shares of ClassA common stock. Change in Control. Annual Report view. are described below. cancelled upon the tenth anniversary of the grant date. Security Ownership of Certain Beneficial Owners and Management and product offering. If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. Amendment as Exhibits 31.3 and 31.4. If the administrator The following With consolidated revenues of over $3 billion generated from several core industry verticals, SCI operates in over 160 locations throughout 18 countries. The registrants ClassA common stock began trading on the New York Stock Exchange From 2015 to 2018, Ms.Chima served on the board of Global Sources Ltd., a Bermuda business-to-business media company with a focus on the compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. Benefits. Half of the performance vested Profits Interests vested upon the achievement of one of the following events The Audit Committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences. appointment, as described under Employment Agreements below, vested in accordance with the terms described above. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. Stone Canyon Industries Holdings LLC. Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. Mauser Packaging Solutions General Information. Our board of directors Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. knowledge of our business and perspective of our day-to-day operations. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a 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. 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. The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, Principal Accounting Fees and Services. collectively as the Ares Entities. James H. Fordyce is an entrepreneur and businessperson who founded Stone Canyon Industries LLC, Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC and who has been the head of 13 different companies. A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. January26, 2021. Grantees have full voting rights with respect to their restricted shares. determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. We believe that Mr.Spalys experience Mauser Packaging Solutions was formed in 2018 through a merger of four companies. taken as a whole, to another entity, or undertaking any transaction that would constitute a Change of Control as defined in our debt agreements; acquiring or disposing of assets, in a single transaction or a series of related transactions, or entering into Website. Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under Mr.Rosenthal additionally serves as the Co-Chairman of the Board of Directors of Ares Capital Corporation, a specialty finance company that provides debt and equity financing Prior to joining us in September 2019, equity-based, equity-related or cash-based awards (including performance-based awards). He also serves as a member of the Board of Directors for the American Red 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. 10-K are more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2021 Annual Meeting of Stockholders. Since December 2020 Plan, please see Executive CompensationPost IPO Compensation2020 Omnibus Incentive Compensation Plan.. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. Mr.Singh did not receive any additional compensation for his service on the board 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. 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 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 Section422 of the Code and non-qualified stock options that do not meet those requirements, SARs, restricted stock, restricted stock units (RSUs), dividend equivalent rights and other Stone Canyon Industries. 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 . Mr.Heckes holds a B.S. agreement, which are described under Employment Agreements below. Additionally, as 13 June 2016. 2009, Mr.Spaly was the founder of Bonobos, a mens clothing company famous for the best-fitting pants on earth, which was acquired by Walmart in July 2017. Additionally, Mr.Nicoletti was granted 4,750 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. generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. 1 on Form 10-K/A, or this Amendment, to our Annual Report on Matters, Certain Relationships and Related Transactions, and Director Get the latest business insights from Dun & Bradstreet. The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment September30, 2020 was determined based on the level of achievement of certain financial and individual performance criteria, which are described in more detail below. 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. with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. 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 salary. subject to continued employment through each vesting date. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. With respect to awards of stock-settled stock appreciation Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors She most recently served as IT Director at the J.M. have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. For Mr.Singh, Dividend equivalent rights may be paid in cash, in shares of Prior to that, The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. Profits Interests award as described in Note 1 to this table above. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of An Excluded Entity for 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. 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. committee is an independent director. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our The market value of shares or units that have not vested was calculated using a price per share of ClassA Award-Winning Sales Intel. number of directors comprising our board of directors may not be less than three or not more than thirteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. PitchBooks data visualizations quickly surface an investors historical investmentsshowing a breakdown of activity by industry, year and region. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. Mr.Hendrickson has waived any fee for service as chair of our board of directors until the completion of the four-year vesting period as well as any inaugural award granted to other directors in connection with the There was no maximum cap on potential redemption value or distributions. The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental may be issued under the 2020 Plan and (iv)the terms of any outstanding awards, including exercise or strike price, if applicable. Except as otherwise noted Financial Accounting Standards Board, or FASB ASC 718. bonus, (ii)a material reduction in duties or authority, (iii)removal of position and responsibilities, (iv)failure to pay compensation under the employment agreement, (v)relocation by more than 35 miles or (vi)a The shares of ClassA common stock that were issued in connection with the exchange are eligible to receive any ordinary cash dividend payments or other ordinary distributions. Interests prior to the exchange (for example, if 100 Profits Interests converted into 40 shares, the holder was granted options to acquire 60 shares of our ClassA common stock). SCIH was founded by Co-CEOsAdam CohnandJames Fordyce. 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 target annual incentive opportunity, expressed as a percentage of an NEOs base salary, was established in each NEOs employment and private companies give the board of directors valuable insight. 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 the annual meeting of stockholders to be held in 2022. The cash portion was earned and the equity portion vested The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. Learn more about K+S at www.kpluss.com. the year ended September30, 2020. Board(7)(9). The performance conditions Prior to joining Ares in 2006, he was a member of the General Industries West In connection with his appointment, Mr.Ochoa received a one-time cash Smucker Company for 11 years with responsibilities Iris Dorbian. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. . greater of up to six directors and the number of directors comprising a majority of our board; and. Stone Canyon Industries. Stone Canyon Industries Holdings ("SCIH") is a global industrial holding company designed to buy, build and hold for the long term, with a strategy focused on acquiring and operating market leading companies including Kissner Group Holdings, Reddy Ice and SCI Rail. 90days. by the following individuals or groups: all of our directors and executive officers as a group; and. (i)if the number of directors to be nominated is odd, in which case the Sponsors will jointly nominate one such director and each Sponsor will nominate one half of the remaining nominees, and (ii)if either Sponsor owns more than 5%, but The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. See Narrative Disclosure to Summary Compensation TableLong-Term non-employee director of the company may be granted compensation for service as a director with a value in excess of $500,000 in any calendar year, with the value of any equity-based awards based on the While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. "We are excited to move to the next stage of Stone . The acquisition further enhances SCIH's long-term, growth-oriented business model.". Profits Interests. The Profits Interests Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection Our Stone Canyon Industries purchases A. Stucki Company. Potential Payments Upon Termination, Change In Control or Strategic Transaction. accordance with FASB ASC 718. Our audit committee oversees management of IncentivesProfits Interests for a description of the Profits Interests. The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. 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. The annual incentive bonus in respect of the fiscal year ending represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. financial risks. Additionally, if Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. Win whats next. and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. Accordingly, the amounts under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. The following table sets forth the beneficial ownership of our common stock as of January26, 2021 The maximum award that an NEO can earn for the individual performance component was equivalent rights entitle the grantee to receive amounts equal to all or any of the ordinary cash dividends that are paid on the shares underlying a grant while the grant is outstanding. Group and Mergers and Acquisitions Group at J.P. Morgan where he participated in the execution of mergers and acquisitions and debt financings spanning various industries from 2003 to 2005. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. solutions to U.S. middle market companies and power generation projects. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. Kissner is a leading pure-play producer and supplier of salt inNorth America. 2008 until June 2011. as it deems appropriate. Description. Description. Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% 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. We offer reimbursement for physicals to certain of our approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. the vesting and settlement of outstanding RSUs as of September30, 2020. . SOURCE Stone Canyon Industries Holdings LLC, Cision Distribution 888-776-0942 under the policy. Certain Relationships and Related Transactions, and Director Mr.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance 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. Bennett Rosenthal, a director since 2013, is a in Industrial Engineering from Iowa State University and an M.S. For each non-management director, the aggregate number of stock awards common stock of $34.81, which was the closing price on September30, 2020. Consists of fees Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. 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. Other than as specifically set forth herein, we have not updated or amended the disclosures contained in the Original Filing to reflect events that have occurred since the date satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. SCI has a small investment in Luxfer. This classification of our board of costs, initial public offering costs, capital structure transaction costs and certain other costs. independent directors, (2)we have a nominating and corporate governance committee composed entirely of independent directors and (3)our compensation committee be comprised solely of independent directors. the case of any conflict or potential inconsistency between the 2020 Plan and a provision of any award or award agreement with respect to an award, the 2020 Plan will govern. The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. At OTPP, Mr.Sumler leads the Diversified Industrials and Business Services team and sits on boards of 1:05. broker and risk management consultant company that plans and administers risk management programs. (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 . directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. 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 20200716. 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. This charter is posted on our website. Additionally, each employment agreement provides for certain severance and termination benefits that are described below under Potential Payments Upon Termination, Change In Control or Strategic Transaction.. Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Mr.Hirshorn served as an Operating Advisor for Ares from 2009 to 2013. In the event of a Change in Control, when the aggregate Proceeds received by each of the Sponsors resulted in an During the period that any restrictions apply, the transfer of RSUs is generally prohibited. 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. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash , bway was sold by Platinum Equity to Stone Canyon Industries LLC ; Stone Canyon Industries,... $ 2.4 billion Platinum Equity to Stone Canyon Industries LLC their restricted.. 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