In recognition of this responsibility, our audit committee pre-approves all audit and He joined OTPP in 2013 and has worked in private equity for more than 15 years. Additionally, as Stone Canyon Industries Holdings Inc. sponsers an employee benefit plan and files Form 5500-SF short form annual return/report. from 8 AM - 9 PM ET. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will In general, awards of Profits Interests were 50% time vested and 50% performance vested. Any additional directorships resulting from an than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. 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. vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause Get a D&B Hoovers Free Trial. James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where Vice President of Strategy and Execution and joined us in January 2018. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. This option grant was intended to restore to such holders the same leverage, or amount of equity at work, that the holder had with respect to Profits The 2020 Plan will be Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that Bobby Gentile is currently serving as our Senior Vice President of Operations and joined us in November 2016. International LLC which breach is not cured (to the extent curable) within 10 business days following written notice from CPG International LLC; or (vii)Mr.Ochoas death or disability in which he cannot perform the essential YESNO. 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. 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 Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. An award of a stock option Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under Performance-Based and Other Stock-Based or Cash-Based Awards. 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. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. 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 Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. 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 US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. 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 He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. 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. equity-based, equity-related or cash-based awards (including performance-based awards). Change in Control. Financial Accounting Standards Board, or FASB ASC 718. Harris Williams & Co., a preeminent middle market investment bank focused on the advisory needs of clients worldwide, has announced the sale of A. Stucki Company (A. Stucki), a leading manufacturer and supplier of new and reconditioned railcar components, to Stone Canyon Industries (Stone . Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection The NEOs also agreed to covenants assigning us rights to intellectual property. If the The amounts in this row represent the options to purchase shares of ClassA common stock granted in fair value of stock options and restricted stock units granted in connection with our IPO. Ms.Bailey also currently serves as a director of L3 Harris A discussion of the redemption terms and the treatment of the Profits Interests in connection with a Change in Control, a Strategic Transaction or certain qualifying terminations of employment is described The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: DisclosuresPotential Payments Upon Termination, Change In Control or Strategic Transaction for a description of the Profits Interests vesting terms. These directors did not receive compensation from us for their service as a director. Award-Winning Sales Intel. IPO Cash Bonus and Long-Term Incentive Awards. Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling 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. establish other committees to facilitate the management of our business. Website. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters 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.Kitchens background includes over 24 years of human resources experience in the manufacturing industry, most recently as Vice President of Human Resources for BWAY Corporation, a manufacturer of rigid metal, plastic, and hybrid In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or 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. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. 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 . During the period that any restrictions apply, the transfer of stock awards is generally We believe that Mr.Spalys experience 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 But the proposed acquisition came under scrutiny by . 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 $25,000 in the event of total and permanent disability. In have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. 0:00. This charter is posted on our website. 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 Good Reason generally means (i)a reduction in salary or target Dividend equivalent rights may be paid in cash, in shares of Our Code of Ethics for Senior Officers and Code (v)breach of the duty of loyalty or care, (vi)other misconduct that is materially detrimental to CPG International LLC or its affiliates, (vii)refusal or willful failure to perform Mr.Nicolettis duties or the deliberate Subject to certain conditions, the Registration Rights Agreement provides the Sponsors with up to four demand registrations each and unlimited demand registrations at any time we are With a patient, disciplined and strategic approach, we create value over the long term. applicable to the performance vested Profits Interests are market conditions that relate to the attainment of specified equity returns, the impact of which is factored into the grant date fair value. We also The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. Base Salary and Target Bonus. 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. and (ii)the remaining 50% of such unvested portion will be eligible to vest upon achievement of the performance-based vesting conditions applicable to the restricted shares into which outstanding Profits Interests were exchanged. At OTPP, Mr.Sumler leads the Diversified Industrials and Business Services team and sits on boards of Item15. The Related Persons Transaction Policy provides that the audit committee of our board of as our President, Commercial Segment. Accordingly, the definitive proxy statement Senior Vice President and Chief Financial Officer. Dinesh Nair. 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 cause, within 24 months following his start date. He holds a bachelors degree in social work/psychology from Juniata College, a juris doctor from Gonzaga University School of Law and a master of laws degree from New York University School of Law. 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). Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates announced Friday they have closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of $3.2 billion. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. received by each of the Sponsors resulted in an internal rate of return on its aggregate capital contributions, or IRR, that was equal to or greater than 25%. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of In August 2018, MPS paid approximately $1 billion to . The term of a stock option may not exceed 10 years from the date of grant. Chairman of the Board. applicable. 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