stone canyon industries llc annual report30 Mar stone canyon industries llc annual report
that the NEOs employment terminates. 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 . Blake Sumler, a director since January 2020, is the Managing Director, Diversified Industrial and "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. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. 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. accelerated vesting of an award, including in the event of retirement, death, disability or a change in control. gives a grantee the right to purchase a certain number of shares of our ClassA common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our common stock to the Wisconsin Bar in 2013. 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. Awards other than cash awards granted after this offering will be subject to a minimum vesting schedule of at least 12 months after the grant based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. The Term. percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. 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 The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. with us under certain circumstances or upon certain transactions, as described below. 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. Sponsors to our board of directors. 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 Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. CPG International LLC entered into an employment agreement with Mr.Ochoa, dated as of July15, 2017, pursuant to which Mr.Ochoa serves as the President, AZEK Building Products. under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Mauser Packaging Solutions General Information. have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. (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 . The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. 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. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. Item15. Profits Interests award as described in Note 1 to this table above. Ms.Bailey brings to our board of directors a broad knowledge of corporate 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 The following table sets forth information concerning our equity compensation plans as of September30, 2020: Equity compensation plans approved by stockholders, Equity compensation plans not approved by stockholders, Equity compensation plans approved by stockholders reflects our 2020 Plan. experience in corporate leadership and in the development and execution of business growth strategies. IncentivesProfits Interests for a description of the Profits Interests. financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. 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 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 Summary. Prior to that, Mr. Pursuant to the Stockholders Agreement, the Sponsors Gim c: (ng) Dng Thanh Hi, a ch: Khi ph Tin Tin, Phng . Previously, The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. January26, 2021. incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. The restricted shares and stock options received upon leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board, with Mr.Singh serving as our Chief Executive Officer and Mr.Hendrickson serving as non-executive broker and risk management consultant company that plans and administers risk management programs. Directors and executive officers as a Unlock full sales materials and reports. In connection 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 Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. 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. He also committees attention. Check out these reports. 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 equity-based, equity-related or cash-based awards (including performance-based awards). 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 We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Our audit committee oversees management of For the fiscal year ending September30, 2020, the financial performance component of the annual incentive 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 fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. that role since November 2013. The administrator will issue a certificate in respect to the shares The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal direct to consumers through digital channels. Get a D&B Hoovers Free Trial. a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. 4 were here. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or Jose Ochoa is currently serving as our President, Residential Segment. Goldman Sachs is . portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. Financial Data. 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. purpose of the audit committee is to assist our board of directors in overseeing (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements, (3)our independent auditors Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG Prior to joining us in September 2019, The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. Our board of directors regularly reviews information regarding our credit, liquidity and Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive Accordingly, the amounts The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. An Excluded Entity for more details. on the grant date. executive officers as the named executive officers or NEOs. Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. joint ventures, in each case with a value in excess of $75.0million; incurring indebtedness in a single transaction or a series of related transactions in an aggregate principal This classification of our board of 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. Change in Control. Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. , Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. January26, 2021. Mr.Spaly led the company during its acquisition by Nordstrom in August 2014. 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 With more than 25 years of experience in the performance polymers industry, Mr.Van Winter most recently served as Chief Executive Officer and Executive Vice President at Jindal Films Americas, LLC, a The cash portion was earned and the equity portion vested reorganization; increasing or decreasing the size of our board of directors; and. Morton Salt, Inc. is a trusted authority in salt inNorth America. for Profits Interests was granted options to purchase shares of ClassA common stock. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our Mr.Rosenthals previous board of directors experience includes Dawn Holdings, Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. December 2019. 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 . In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or Mr.Hendrickson is expected to provide enhanced duties beyond those typically provided by a non-executive chair of a board of directors, including providing support, advice and counsel on special projects Our board of Bway, which is headquartered in Oak Brook, Ill., makes both plastic and metal containers, including . Ms.Kasson has over 25 years of corporate IT experience in the consumer product goods, food and pharmaceutical industries. "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 . the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the administrator, in its sole discretion, subject to certain limitations provided in the 2020 Plan. Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form payouts for the year ended September30, 2020: The outstanding Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. The administrator will determine the terms and conditions of dividend equivalent rights; however, in no event will such dividend equivalent rights be paid unless and until the award to which they relate vests. BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold Mr.Hirshorn holds a B.S. with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain $25,000 in the event of total and permanent disability. Incentive. In the event of a Change in Control or a termination of employment by CPG International LLC without Cause or by Mr.Singh for Good Reason within 12 months following the occurrence of a Strategic Transaction, any unvested 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 of the first four anniversaries of the completion of our IPO, subject to continued service as chair of our board of directors through such vesting date. 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. directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. 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