The business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. Under these rules, more than one person may be deemed beneficial owner of With respect to the fiscal year ending September30, 2020, for Mr.Singh, this amount represents a , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange year ended September30, 2020. permissiblenon-auditservices provided by the independent registered public accounting firm. Mr.Spaly also currently serves as Executive Chairman of the Tecovas, Inc. board of directors as well as several other early stage growth company boards. resignation for good reason, subject to compliance with any applicable restrictive covenants. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. See Narrative Disclosure to Summary Compensation TableLong-Term Morton has more than 3,500 employees located in the U.S. and worldwide. Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. On a termination for any reason, each NEO is entitled to payment of accrued but unpaid base salary and vacation. will expire at the annual meeting of stockholders to be held in 2023. Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these Post-IPO Restricted Stock Unit and Option Awards. Most recently, he was Vice President of He also brings to the board of directors significant global experience and knowledge of competitive strategy. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. 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 or administer the 2020 Plan. Stone Canyon Industries is a global industrial holding company. The foregoing LLC, Corporation, S Corporation, Non-profit, etc. The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. and the listing standards of the NYSE. 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 . Prior to joining us, Mr.Ochoa spent 15 years at Owens Corning, a developer and producer of insulation, roofing and fiberglass composites, in various roles. mathematics (STEM). shares. benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. Agreement, including upon certain strategic or change in control transactions. (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 . portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. Dinesh Nair. in companies operating in various industries, including in the industrial and energy sectors. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. Dividend equivalent rights may be paid in cash, in shares of As the owner of ClassB common stock, OTPP may, at any time, elect to convert shares of than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC business days to cure (to the extent curable) such non-compliance, (viii)material breach of any material written agreement with CPG International LLC which breach is not cured (to the extent curable) 416.367.6734. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event functions of his job. 18. Incentive stock options will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to Any unvested performance vested Profits Interests would be forfeited and 60% time vesting in equal installments on May26 of each of 2019, 2020 and 2021, subject to continued employment through each vesting date. (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. In August 2018, MPS paid approximately $1 billion to . YESNO. 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 lieu of long-term disability benefits provided to other executives, Mr.Singh is entitled, pursuant to his employment agreement, to a long-term disability insurance policy funded by us that provides a monthly benefit of The authorized He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. except as provided below, for so long as the Sponsors collectively own less than 50% of the outstanding shares of The exercise price of any stock 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. The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. Get a D&B Hoovers Free Trial. The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. 1 on Form 10-K/A, or this Amendment, to our Annual Report on 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 A discussion of the treatment of the long-term cash In connection with his appointment, Mr.Singh Base Salary and Target Bonus. Does not include outstanding RSUs which do not have an exercise price. 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 In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . A Strategic Transaction for this purpose is any The Howard Heckes, a director since November 2020, is the President and Chief Executive which the incentive stock options are exercisable for the first time does not exceed $100,000. Cng Ty TNHH Hnh Hng. Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. 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. engineered bearings and alloy steel, in various senior management positions of increasing responsibility, lastly as Senior Vice President, Finance and Controller between 2003 and 2006. 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. price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. Mr.Ochoas individual performance was assessed based on his Pursuant to the Stockholders Agreement, the Sponsors are entitled to designate individuals to be included in the slate of nominees for Brian Klos, a director since to motivate the NEOs to achieve short-term performance objectives, a portion of their total target compensation opportunity is in the form of an annual incentive bonus. 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 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. directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit The fact that a director may own our capital stock is not, by itself, considered a material Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to Performance Targets and Fiscal Year months following a Strategic Transaction (determined without regard to subpart (ii)of the definition of Change in Control), to the extent that the MoM Targets would have been satisfied had the fair value of any Form 10-K for the fiscal year ended September30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on CPG International LLC, (iv)ongoing willful refusal or failure to perform duties or (v)material breach of any material written agreement with CPG International LLC. 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 those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. Mr.Ochoa joined us in July 2017. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! Oakbrook, IL . Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. 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. 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 We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. 2 Min Read. and private companies give the board of directors valuable insight. future receipt of Proceeds. performance and the number of days Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to executives generally, and any earned but unpaid bonus for the year prior to termination. CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 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 The The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment In ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than 4 were here. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to collectively as the Ares Entities. This policy was adopted on January24, 2020 and took effect upon the effectiveness of our certificate of incorporation, and as a result, certain of the transactions entered into prior to that date were not reviewed See Certain For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the time to time in the ordinary course of business, primarily for the purchase of merchandise. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. provided CPG International LLC with at least 30 days to cure (to the extent curable). Exhibits, Financial Statement Schedules. The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. 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 The plant manufactures aerosol cans and operates a painting line. 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 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 Summary. 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