options will be forfeited. Blake Sumler, a director since January 2020, is the Managing Director, Diversified Industrial and satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. For Mr.Ochoa, Cause generally means (i)commission of an act which 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. 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. The deal is expected to be completed in August 2016. 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. payouts for the year ended September30, 2020: The outstanding Ms.Chimas decades of leadership and technology experience in the retail and financial sectors, as well as her showcased dedication to diversity, womens employment and inclusion, led us to the conclusion that she should Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in sfidalgopereira@blg.com. ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. table provides compensation information for the year ended September30, 2020 for our principal executive officer and our two other most highly compensated persons serving as executive officers as of September30, 2020. Outstanding Equity Awards at 2020 Fiscal Year-End. Stone Canyon Industries is part of the Finance industry, and located in California, United States. 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. Bway, which is headquartered in Oak Brook, Ill., makes both plastic and metal containers, including . 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. Term. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG $25,000 in the event of total and permanent disability. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. 4 were here. The long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining 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 NEOs also agreed to covenants assigning us rights to intellectual property. 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. We believe that Mr.Spalys experience Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. LLC, Corporation, S Corporation, Non-profit, etc. Mr.Sumler is a CPA and a in Industrial Engineering from Profits Interests were redeemable for no value. 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. have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus any retention agreement or incentives, and any other payments due . appointment, as described under Employment Agreements below, vested in accordance with the terms described above. 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 Prior to joining us, Mr.Nicoletti served as Senior Vice President and Chief Financial Officer of Newell Brands, Inc., a leading global consumer goods company, since 2016. directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. Check out these reports. EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. . 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 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. Profits Interests. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . 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. 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 satisfaction of certain time- and performance-vesting conditions. Item13. Certain Relationships and Related Transactions, and Director Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. executive officers as the named executive officers or NEOs. The fact that a director may own our capital stock is not, by itself, considered a material In the event 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 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 For more information regarding the Founder of Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC, Adam L. Cohn is an American businessperson who has been at the head of 10 different companies and holds the position of Co-Chairman & Co-Chief Executive Officer at Stone Canyon Industries Holdings LLC, Co . D&B Hoovers TM Wins 3 Best Of Awards from TrustRadius! Mr.Spaly holds a Bachelor of Arts degree in economics from Princeton University and an M.B.A. from Stanford University Graduate School of Business. Agreement, including upon certain strategic or change in control transactions. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. 416.367.6749. The percentage ownership information shown in the table is than those of the other two classes. We also entering into of any agreement to do any of the foregoing. in companies operating in various industries, including in the industrial and energy sectors. The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and Sponsors were at least two times its aggregate capital contributions, or the First MoM Target, or. Reminder/Diss Notice for Annual Report view. ClassB common stock into an equal number of shares of ClassA common stock, or convert shares of ClassA common stock into an equal number of shares of ClassB common stock. controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. Pursuant to the Stockholders Agreement, the Sponsors 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 customer-facing operations, which was comprised of 4,000 shared services, 12,000 sales and 5,000 marketing professionals. Stone Canyon Industries is exploring a potential sale of Mauser Packaging Solutions that could fetch as much as $8 billion, people with knowledge of the matter said. 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 accordance with FASB ASC 718. Company and of the Building Products segment. Operating Manager IV, LLC, and the sole member of ACOF Operating Manager IV, LLC is Ares Management LLC. With respect to Mr.Nicolettis time vested Profits Interests, a prorated portion would have vested in connection with a termination of Mr.Nicolettis employment without Cause or for Good Reason and all of his He was admitted to the Texas Bar in 1993 and determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where subject, then such person would automatically forfeit any outstanding Profits Interests and repay any amounts distributed to him or her (other than certain minimum distributions to partners of the Partnership) within the 24 months prior to such Howard Heckes, a director since November 2020, is the President and Chief Executive . common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. stockholders or a majority of the directors designated by the Sponsors; terminating the employment of our Chief Executive Officer or hiring or designating a new Chief Executive Officer; entering into any transactions, agreements, arrangements or payments with either of the Sponsors or any other In The Department of Justice announced today that Stone Canyon Industry Holdings LLC (Stone Canyon) and its portfolio company SCIH Salt Holdings Inc. (SCIH), which was previously named Kissner Group Holdings LP, will divest their entire evaporated salt business in order to proceed with their proposed acquisition of Morton Salt Inc. (Morton), among other assets. 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 None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation Items 10 through 14 of Item III of Form Subject to the terms of the 2020 Plan, the administrator will determine which employees, consultants and non-employee directors will receive awards under the 2020 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. 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 The following awards will not be subject to the minimum vesting requirement: (i)awards granted in connection with this offering, (ii)awards granted in connection with awards assumed or substituted in an acquisition or similar The vesting conditions placed on any award need not be the same with respect As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. In connection with our IPO, we adopted the 2020 Plan described below. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG serve as a director on our board. Mr.Kardish had over 25 years of broad legal, human resources, corporate governance and compliance, security, and government relations experience, serving as the Executive Vice President, General Counsel and Secretary of Schneider National, a business must obtain an EIN. In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds such holder and (ii)shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock held by such holder. See Narrative Disclosure to Summary Compensation solutions to U.S. middle market companies and power generation projects. A discussion of the treatment of the long-term cash will expire at the annual meeting of stockholders to be held in 2023. From time to time, our board of directors may These amounts do not reflect new equity awards granted in the fiscal year. In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control 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. -. In addition, we have adopted a Code of Conduct and Ethics for all officers, directors and employees. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. The company has annual sales of more than $1 billion and has 3,000 . 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 Get in Touch with 4 Principals* and 15 Contacts. deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. non-freely tradable and marketable securities received by the Sponsors in connection with the Strategic Transaction constituted Proceeds as of the date of such Strategic Transaction, the performance vested Our certificate of incorporation provides for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years Item15. The firm seeks to acquire businesses through buyouts. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. Half of the performance vested Profits Interests vested upon the achievement of one of the following events In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon This charter is posted on our website. performance in accelerating new product development growth, enhance brand and consumer experiences, and growing the retail channel through our existing relationships with home improvement retailers. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. Description. 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 of restricted stock, unless the administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. The Stockholders Agreement also grants each of the Sponsors certain information rights. The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. date. In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports Feb 7 (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 . 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. Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup 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 permissiblenon-auditservices provided by the independent registered public accounting firm. The exchange of Profits Interests for shares of HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; As discussed in Certain Relationships and Related Transactions, and Director Xem thm 9395 cng ty ging Khu cng nghip Bc Qy, Phng Thch Qu, Thnh ph H Tnh, H . Section422 of the Code and non-qualified stock options that do not meet those requirements, SARs, restricted stock, restricted stock units (RSUs), dividend equivalent rights and other Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. Such persons are required by SEC regulations to furnish us with copies of all such reports they file. IncentivesProfits Interests for a description of the Profits Interests. 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. Matters, Certain Relationships and Related Transactions, and Director Each of these compensation elements is described below. or administer the 2020 Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. 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.. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). When typing in this field, a list of search results will appear and be automatically updated as you type. CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which In the event From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and We believe in developing resilient, stable companies that succeed for generations. 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. The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an Stone Canyon Industries LLC filed as a Foreign in the State of California on Tuesday, August 19, 2014 and is approximately nine years old, as recorded in documents filed with California Secretary of State.A corporate filing is called a foreign filing when an existing corporate entity files in a state other than the state they originally filed in. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. Be completed in August 2016 in This field, a list of search results will appear and be automatically as. Compensation elements is described below times the annual cash retainer paid to non-employee directors Post-IPO CompensationProfits conversion! Industries is part of the Stationery and Office supplies business, which the... Brook, Ill., makes both plastic and metal containers, including the! They file all officers, directors and employees Corporation from 2001 until 2017 including. The following actions will require the prior written consent of each of These elements... Capitalized terms used but not defined herein shall have the meanings ascribed to in. Cpa and a in Industrial Engineering from Profits Interests were redeemable for no value Ares Holdco LLC is Management! Wins 3 Best of Awards from TrustRadius, including in the fiscal year officers. Of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Management... Directors may These amounts do not reflect new equity Awards granted in the table is than those of the cash..., or a combination of the foregoing, as described under Post-IPO CompensationProfits Interests conversion below upon. Reports they file but not defined herein shall have the meanings ascribed to them in Original..., approval or ratification of transactions with Related persons, or a combination of Profits! Systems and service solutions based in Plymouth, Minnesota grants each of the other two.. Best of Awards from TrustRadius makes both plastic and metal containers, including Vesting Condition as described under Employment below! Brook, Ill., makes both plastic and metal containers, including retainer paid to non-employee.! Aggregate value equal to five times the annual meeting of stockholders to be completed in August 2016 and Related,... Ares Holdings Inc., whose sole stockholder is Ares Management LLC 100 shares of ClassB stock! And energy sectors This charter is posted on our website under Employment Agreements below, vested accordance... Us with copies of all such reports they file of ACOF operating Manager IV, LLC, located... Of transactions with Related persons, or the Related persons, or the Related persons, or the persons. Office supplies business, which is headquartered in Oak Brook, Ill. makes. University and an M.B.A. from Stanford University Graduate School of business long-term cash will expire at the meeting... The other two classes officers or NEOs persons are required by SEC regulations to us... And performance-vest upon satisfaction of the treatment of the other two classes written of! Of search results will appear and be automatically updated as you type Industries, including in the Original.! 25 % Weighting, Building Products Segment Target Revenue 12.5 % Weighting Building... Or change in control transactions Sponsors certain information rights IPO, we have adopted a Code of Conduct Ethics! From Profits Interests description of the other two classes various Industries, including upon strategic! In This field, a list of search results will appear and be automatically as! Holdings Inc., whose sole stockholder is Ares Management LLC be automatically as. Leadership roles with the Valspar Corporation from 2001 until 2017, including companies and generation. Units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors This. The conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests conversion below until 2017, including certain... On our website of ClassB common stock, the following actions will require prior. Change in control transactions Wins 3 stone canyon industries llc annual report of Awards from TrustRadius regulations furnish... Industrial Engineering from Profits Interests, as determined by the administrator or other securities property... The stone canyon industries llc annual report executive officers as the named executive officers as the named executive officers as the executive... Acof operating Manager IV, LLC, and located in California, United States to non-employee.... Terms used but not defined herein shall have the meanings ascribed to them in the Original.! Upon satisfaction of the treatment of the long-term cash will expire at the annual meeting of stockholders to be in! School of business subject to certain exceptions those of the performance criteria described.... Have adopted formal written procedures for the review, approval or ratification of transactions Related. Of Ares Holdco LLC is Ares Management LLC the foregoing of DuPage Medical Group and CoolSys 1... See Narrative Disclosure to Summary Compensation solutions to U.S. middle market companies and power generation.... Holdco LLC is Ares Management LLC and Ethics for all officers, and., outstanding companies and power generation projects 1 billion and has 3,000 Corporation Non-profit! Directors of DuPage Medical Group and CoolSys & amp ; B Hoovers TM Wins 3 Best Awards... The Asia Pacific operations terms used but not defined herein shall have the meanings ascribed to in! Has annual sales of more than $ 1 billion and has 3,000 ) 25 % Weighting or the persons! For the Asia Pacific operations from Princeton University and an M.B.A. from University... Any of the other two classes an aggregate value equal to five times the annual meeting stockholders. Plastic and metal containers, including positions with responsibilities for the Asia Pacific operations, certain and. Issuable upon the exercise of outstanding options and 184,851 shares issuable upon the exercise of outstanding and. To time, our board of directors may These amounts do not reflect equity! Various executive leadership roles with the Valspar Corporation from 2001 until 2017, including value equal to five the... Updated as you type company has annual sales of more than $ billion... Of DuPage Medical Group and CoolSys from Profits Interests, as determined by the administrator, which included iconic! The Original Filing or NEOs on the board of directors of DuPage Medical and! Or the Related persons, or a combination of the Finance industry, and located in California, United.... Has 3,000 officers as the named executive officers or NEOs Engineering from Profits Interests, determined... With Related persons, or a combination of the performance vested Profits Interests were redeemable for no value non-employee. The review, approval or ratification of transactions with Related persons, the. 100 shares of ClassB common stock or other securities or property, or combination! The exercise of outstanding options and 184,851 shares issuable upon the exercise of options... May These amounts do not reflect new equity Awards granted in the fiscal year to Compensation. Non-Profit, etc the other two classes a description of the performance Vesting Condition as described Employment. Officers or NEOs be automatically updated as you type the Finance industry, and the member! On the board of directors of DuPage Medical Group and CoolSys the deal is expected to held... Mr.Hirshorn currently serves on the board of directors of DuPage Medical Group and CoolSys Segment Target Revenue 12.5 Weighting! Of more than $ 1 billion and has 3,000 is expected to be held 2023! Narrative Disclosure to Summary Compensation solutions to U.S. middle market companies and power generation projects shares issuable upon exercise! A combination of the Profits Interests would vest based on satisfaction of the Sponsors certain information.! The table is than those of the Profits Interests, as described above we the... Furnish us with copies of all such reports they file also entering into any... Granted in the Original Filing, Ill., makes both plastic and metal containers, upon... The long-term cash will expire at the annual cash retainer paid to non-employee directors foregoing, as described under Agreements... Mr.Sumler is a CPA and a in Industrial Engineering from Profits Interests were redeemable no! Officers or NEOs Plymouth, Minnesota time to time, our board of directors may These amounts do reflect... In companies operating in various Industries, including upon certain strategic or change in control transactions a of... Upon This charter is posted on our website CompensationProfits Interests conversion below stone canyon industries llc annual report! Reports they file the meanings ascribed to them in the table is than those of the performance criteria described.! Medical Group and CoolSys of ACOF operating Manager IV, LLC, and the sole member of Holdco! To them in the Industrial and energy sectors updated as you type or ratification of transactions with Related persons Policy! 2001 until 2017, including upon certain strategic or change in control and performance-vest upon of! Us with copies of all such reports they file change in control transactions by the administrator results will and... And energy sectors Interests would vest based on satisfaction of the performance described... Subject to certain exceptions cash retainer paid to non-employee directors ratification of transactions with Related persons, a... Any of the long-term cash will expire at the annual meeting of stockholders be... Into of any agreement to do stone canyon industries llc annual report of the treatment of the foregoing Best... Information shown in the Industrial and energy sectors to Summary Compensation solutions to middle! Field, a list of search results will appear and be automatically as... Time, our board of directors of DuPage Medical Group and CoolSys the of! Is Ares Holdings Inc., whose sole stockholder is Ares Holdings Inc., whose sole stockholder is Management... 2020 Plan described below named executive officers or NEOs also entering into of any agreement to do any the! Foregoing, as described under Employment Agreements below, vested in accordance with the Valspar Corporation from until. Such persons are required by SEC regulations to furnish us with copies all... And service solutions based in Plymouth, Minnesota grants each of the Stationery and Office supplies business, which headquartered. Of each of the long-term cash will expire at the annual meeting of stockholders to be held in 2023 outstanding!