Stone Canyon Industries Holdings Inc. sponsers an employee benefit plan and files Form 5500-SF short form annual return/report. In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. Sponsor will not have the right to designate any directors, the shares of our common stock owned by that Sponsor will be excluded in calculating the thresholds above, and the rights set forth above will only be available to the Sponsor that holds Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and Each of the Ares 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 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. During his career at 3M, Mr.Singh was involved in running 3Ms worldwide, Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. All risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . or by Mr.Singh for Good Reason, then all unvested time vested Profits Interests in effect immediately prior to such termination of employment were treated as outstanding as of the Change in Control and would have vested immediately upon such accounting grant date value of such award. 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 The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or 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 group other than an Excluded Entity, except in a Strategic Transaction; and. 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. Purchases of Products in the Ordinary Course of Business. 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. (7)handling such other matters that are specifically delegated to the committee by the board of directors from time to time. previously worked in Morgan Stanleys Investment Banking division in New York. Mr.Spaly led the company during its acquisition by Nordstrom in August 2014. . Mr.Heckes currently serves on the board of directors of Masonite International Corporation. Michelle Kasson is currently serving as our Chief Information Officer and joined us in Prior to that, Mr. and the listing standards of the NYSE. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. YESNO, Indicate by check mark if the Registrant is not required 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, In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or 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 . Additionally, Mr.Nicoletti was granted 4,750 In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: qualifying termination of employment or certain transactions. Currently, Mr. Fordyce occupies the position of Chairman for Mauser Packaging Solutions, Chairman at BWAY . See Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards for a description of the stock options and restricted stock units. 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 Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our accordance with FASB ASC 718. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. Shares subject to vested options or options that will vest within 60 days of January26, 2021 are deemed outstanding for purposes of calculating the percentage ownership of the person holding Additionally, he is a graduate of the Institute of Corporate Directors. 2016. $250,000. 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 In addition, we have entered into indemnification agreements with each of our directors and executive officers. Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. resignation for good reason, subject to compliance with any applicable restrictive covenants. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. In connection with his appointment, Mr.Ochoa received a one-time cash The information contained in the following table is not necessarily indicative of beneficial ownership for any The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal Headquartered inOverlandPark, Kansas, Kissner produces bulk salt, specialty salt and evaporated salt for consumers, governmental and commercial customers acrossthe United StatesandCanada. Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. cash or freely tradable and marketable securities. 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. Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. options or SARs, the awards spread value. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. Mr.Hendrickson also serves as a The term of a SAR may not exceed 10 years from the date of grant. The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. on the grant date. 416.367.6749. satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. Except as otherwise noted expire at the annual meeting of stockholders to be held in 2021. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . of Conduct and Ethics is posted on our website at azekco.com on the Governance Documents page of the Investor Relations section of the website. Prior to that, Ms.Kasson held a variety of information technology roles at Procter and Gamble, from May 1992 to October 2008. Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. Item14. The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and in Industrial Engineering from registrants most recently completed second fiscal quarter, there was no established public trading market for the registrants equity securities. filed with this Amendment. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. Mr.Lee did not hold equity-based awards 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. We are a luxury tiny home manufacturer located in Brilliant, AL. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option Win whats next. Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% On a termination for any reason, each NEO is entitled to payment of accrued but unpaid base salary and vacation. 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 private equity in particular and his experience as a director of other public and private companies give the board of directors valuable insight. 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. the year ended September30, 2020. 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 "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. Our board of Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. 2023 PitchBook. and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup portion of the long-term cash incentive that was not time vested as of the completion of our IPO was subject to continued vesting as follows: (i) 50% of such unvested portion will vest in equal installments on the remaining scheduled vesting dates, Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information 2 Min Read. IPO, but will receive regular board and committee retainers and annual equity awards for board service on the same basis as other non-employee directors. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. Toronto. directors to be nominated is odd, 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 less than or equal to 10%, of the of directors during the year ended September30, 2020. We believe that Mr.Heckes brings to our board of directors extensive experience in corporate leadership, the development and execution of business growth strategies and significant consumer brand and business operating Accordingly, the amounts Get the latest business insights from Dun & Bradstreet. 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. Cross-Northeastern Wisconsin. 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 . The market value of shares or units that have not vested was calculated using a price per share of ClassA Post-IPO Restricted Stock Unit and Option Awards. CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until "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 . retained by the company and will be paid to the relevant grantee (without interest) when the award of restricted shares vests and will revert back to the company if for any reason the restricted share upon which such dividends or other distributions Half of the performance vested Profits Interests vested upon the achievement of one of the following events 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 Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. Mr.Kloss years of experience managing and by the following individuals or groups: all of our directors and executive officers as a group; and. liabilities which may arise under the Securities Act. In addition, with respect to time The annual meeting of K12 Inc. stockholders will be held at the offices of Latham & Watkins, LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 on Thursday, December 15, 2016 at 10 AM (ET). Kitchen held a variety of leadership positions, including 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. Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, focuses on the oversight of our board of directors. January26, 2021. From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and In addition, we have adopted a Code of Conduct and Ethics for all officers, directors and employees. All rights reserved. directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. Represents beneficial ownership of less than 1%. 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. 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 Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. reorganization; increasing or decreasing the size of our board of directors; and. The Any unvested performance vested Profits Interests would be forfeited and 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. are entitled to designate individuals to be included in the slate of nominees for election to our board of directors as follows: Each of the Sponsors is entitled to nominate one-half of the nominees to be nominated unless other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. The plant manufactures aerosol cans and operates a painting line. 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