held by OTPP because of a delegation of authority from the board of directors of OTPP, and each expressly disclaims beneficial ownership of such shares. 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 "Highlights from the 44 th Annual San Diego Securities Regulation . Narrative Disclosure to Summary Compensation Table. to file reports pursuant to Section13 or 15(d) of the Act. In the event of Stone Canyon Industries, LLC (www.stonecanyonllc.com) is a global industrial holding company based in Santa Monica, California with subsidiaries involved in consumer & retail, food & ingredients, industrial, technology & business services and transportation. Our board of directors is taking and will continue to take all action necessary to comply with the NYSE rules within the applicable transition periods. The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. containers, from November 2010 to October 2016. the original Profits Interests award. Date. 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. Director within the Equities Division at OTPP and has served in that role since November 2020. CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until There was no maximum cap on potential redemption value or distributions. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. Michael Salvator has been working as a Chief Operating Officer at Stone Canyon Industries for 26 years. Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information Additionally, certain time vested Profits Interests that were scheduled to vest within a period of In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was If the relevant performance criteria were As discussed in Certain Relationships and Related Transactions, and Director 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. 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. Matters, Certain Relationships and Related Transactions, and Director Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. under the policy. Incentive stock options may not be granted under the 2020 Plan after the tenth anniversary of the date of the board of directors most recent he focuses on portfolio management. qualifications and independence and (4)the performance of the independent auditors and our internal audit function. represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. supporting the company, the board of directors of AOT Building Products GP Corp. approved the award of a one-time grant of options to purchase shares of our ClassA common stock (the Chair IPO Award) to 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 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 Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. YESNO. Item15. On An Excluded Entity for He also Our board of registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree and affiliates closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of approximately $3.2 billion. 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 Luminant Worldwide Corp. before its initial public offering. included in the Original Filing. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. Potential Payments Upon Termination, Change In Control or Strategic Transaction. functions of his job. 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. 2023 PitchBook. strategic transaction, as determined by AOT Building Products GP Corp. in its sole discretion, in which the consideration received by the Partnership or its subsidiaries consists of the stock of another entity. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. 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. EXPLANATORY NOTE . The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an Nominating and Corporate Governance Committee. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation Bennett Rosenthal, a director since 2013, is a In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested Mr.Hendrickson previously served as the Chairman and Chief Executive Officer of the Valspar Corporation, a global paint and coatings manufacturer, from June 2011 to June 2017, and was its President and Chief Operating Officer from February Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of Sponsors to our board of directors. 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. L.P.(7)(8), Ontario Teachers Pension Plan the unvested options vest in equal installments on July17, 2021 and 2022. December 2019. the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or In the event that Mr.Singhs employment is terminated due to death or disability, Mr.Singh will be entitled to: (i)any Prior to working for Louisiana-Pacific Corporation, The unvested options have the same time-vesting conditions as Pursuant to the Stockholders Agreement, the Sponsors After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is Mr.Hirshorn served as an Operating Advisor for Ares from 2009 to 2013. increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. In connection with our IPO, we adopted the 2020 Plan described below. An RSU is an award representing the right to receive, on the applicable delivery or payment date, one share of our common stock for each 416.367.6749. He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. Ms.Kasson has over 25 years of corporate IT experience in the consumer product goods, food and pharmaceutical industries. consideration, except in connection with certain corporate events and (iii)any other action that would be treated as a repricing under applicable stock exchange rules. In Item12. The proposed Final Judgment, filed at the same time as the . Dividend satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to 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 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 Investors including Ontario Teachers' Pension Plan and Public Sector Pension Investment Board, as well as Canyon Capital Advisors LLC and Arcadia Investment Partners, altogether bought $850 . term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued All rights reserved. outstanding shares of our common stock, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. non-solicitation of employees and customers covenants. 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 The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the Jose Ochoa is currently serving as our President, Residential Segment. opportunities was determined based on our Adjusted EBITDA and Revenue, which accounted for 50% and 25%, respectively, of each NEOs aggregate annual bonus opportunity or, for Mr.Ochoa, the Adjusted EBITDA and Revenue of each of the The acquisition further enhances SCIH's long-term, growth-oriented business model.". Act. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of 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. (other than in connection with a public offering registered under the Securities Act), except in a Strategic Transaction (as defined below); or (iii)the sale of all or substantially all of the assets of CPG International LLC to a person or Public asset : 57,989 USD. 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). Item10. For more information, please visitwww.scihinc.com. The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under The registrants ClassA common stock began trading on the New York Stock Exchange The amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. The vesting conditions placed on any award need not be the same with respect LLC. Stone Canyon specializes in creating value utilizing a patient capital approach. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of 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 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 business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. 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.. Stone Canyon Industries LLC. Summary. Weighting, Building Products Segment Target Adjusted Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of Shares of our ClassA common stock subject to awards that are assumed, converted or substituted under cause, within 24 months following his start date. from 8 AM - 9 PM ET. 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. 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 . 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. our common stock or in another form. entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our The following table sets forth the beneficial ownership of our common stock as of January26, 2021 as our President, Commercial Segment. We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . Company and of the Building Products segment. Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive "We are excited to move to the next stage . SCIH was founded by Co-CEOsAdam CohnandJames Fordyce. on the grant date. Board(7)(9). Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco He joined OTPP in 2013 and has worked in private equity for more than 15 years. . 1:05. 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. A. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. 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 In addition, he was a Vice President in the Portfolio Group at Bain Capital, where he focused on providing operating leadership to a number of its retail and consumer products businesses, was He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for "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 . STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. is terminated by us without cause (as defined in the 2020 Plan) on or within two years after a change in control (as defined in the 2020 Plan), (i) all outstanding awards will become fully vested (including lapsing of all restrictions 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 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 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 In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and Pursuant to employment arrangements and the terms of the long-term incentive awards, our NEOs were also entitled to cash severance and other benefits in the event of a Clawback: Repayment If Conditions Not Met. 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, Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. board of directors select, the director nominees for the next annual meeting of stockholders, (3)identifying board of directors members qualified to fill vacancies on the board of directors or any board of directors committee and recommending He most recently served as Vice President of HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. The Stockholders Agreement also provides that, for so long as the Sponsors collectively own at least 30% of the outstanding shares of our options will be forfeited. The foregoing (iii)relocation by more than 50 miles. outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. in Industrial Engineering from Iowa State University and an M.S. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. We are a luxury tiny home manufacturer located in Brilliant, AL. Directors, Executive Officers and Corporate Governance. Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. January26, 2021. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments YESNO, Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act He is a member of the Ares Executive Report Report. Greater China market. One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be financial risks. 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. directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. collectively as the Ares Entities. 635 followers 500+ connections. directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the The deal is expected to be completed in August 2016. We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. Our board of directors may amend or terminate the 2020 Plan at any time, provided that no such amendment may materially All have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. corporate governance standards of the NYSE, a director employed by us cannot be deemed an independent director, and each other director will qualify as independent only if our board of directors affirmatively determines that Cng Ty CP H Tnh Dng Gia c tn giao dch HTDG.,JSC, tn quc t Ha Tinh Duong Gia Joint Stock Company v tn ng k l Cng Ty CP H Tnh Dng Gia, hot ng 4 nm trong lnh vc kinh t Xy dng nh . Vn iu l 5.000.000.000. We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. Security Ownership of Certain Beneficial Owners and Management and 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 Iceand SCI Rail. Accordingly, the amounts in this column for the fiscal year ending September30, 2020 also include the following amounts in respect of such modification: $25,028,770 for Mr.Singh; $7,444,608 for Mr.Ochoa; and Additionally, as In Before Griffin Pipe, he held the role of Director of Human Resources for Rio Tinto America Inc., a leading global mining group, from March 2008 to January 2010. Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. For information regarding this modification, see executive officers as the named executive officers or NEOs. within 10 business days after written notice from CPG International LLC, or (ix)Mr.Nicolettis death or disability resulting in his inability to continue to perform the essential functions of his job, with a reasonable Sign-on Grants. 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. He also brings to the board of directors significant global experience and knowledge of competitive strategy. Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. date. incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. "We are excited to move to the next stage of SCIH's acquisition of the iconic Morton Salt brand and the family of K+S Americas products," saidJames Fordyce, Co-Chairman and Co-CEO of SCIH. In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, Kissner is a leading pure-play producer and supplier of salt inNorth America. [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. Senior Vice President and Chief Financial Officer. Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Represents beneficial ownership of less than 1%. Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. We time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. 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 Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our 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. Morton has more than 3,500 employees located in the U.S. and worldwide. 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. IPO Cash Bonus and Long-Term Incentive Awards. participating employees. Each of these compensation elements is described below. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. days of January26, 2021. leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading Performance Targets and Fiscal Year We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. $250,000. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, Sponsors nominees mr.rosenthal also is a private equity firm same time as the the same with respect.. 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