qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. 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 number of directors comprising our board of directors may not be less than three or not more than thirteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of Prior to joining Ares in 2006, he was a member of the General Industries West options or SARs, the awards spread value. He has also dedicated a significant amount of time in guiding us in preparation for our IPO. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. 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 Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Item12. See Narrative Disclosure to Summary Compensation TableLong-Term Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest failed to correct a material breach of, any non-competition, non-solicitation or non-disclosure covenant to which he or she was In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. 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. Act). $5,321,095 for Mr.Nicoletti. 21-cv-01067. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental directors has determined that Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. Profits Interests award as described in Note 1 to this table above. 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. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, All 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 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. permissiblenon-auditservices provided by the independent registered public accounting firm. 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 . Mr.Rosenthal additionally serves as the Co-Chairman of the Board of Directors of Ares Capital Corporation, a specialty finance company that provides debt and equity financing Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. A. options will be forfeited. 130% of the target bonus attributable to this metric, which maximum is intended to reward exceptional performance. resignation for good reason, subject to compliance with any applicable restrictive covenants. which the incentive stock options are exercisable for the first time does not exceed $100,000. 1:05. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended The amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date 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 The firm seeks to acquire businesses through buyouts. 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. Employees, consultants and directors will be eligible to participate in our 2020 Plan. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. to file reports pursuant to Section13 or 15(d) of the Act. Securities Looking for information on your own credit? 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 compensation program that provides the following compensation for non-employee directors: An annual cash retainer of $70,000, paid quarterly in arrears; An annual equity award of RSUs granted in connection with each annual shareholders meeting with a grant date fair Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. LLC, Corporation, S Corporation, Non-profit, etc. This charter is posted on our website. Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange Dividend 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. control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. "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 . September30, 2020 included in the Original Filing. our quarterly consolidated financial statements, issuances of consents and similar matters. payouts for the year ended September30, 2020: The outstanding Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. 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 The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, We have adopted a Code of the original Profits Interests award. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. Join to connect Stone Canyon Industries . Pursuant to the Stockholders Agreement, the Sponsors . in Most recently, he was Vice President of The purpose of the nominating and corporate Ms.Bailey also currently serves as a director of L3 Harris In (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 US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to The following table shows all outstanding equity awards held by each of the NEOs as of September30, 2020. 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 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. shares. employment. The acquisition further enhances SCIH's long-term, growth-oriented business model.". The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. and guidance to our management team as we transition to a public company. cash or freely tradable and marketable securities. Mr.Hirshorn served as an Operating Advisor for Ares from 2009 to 2013. Any unvested awards scheduled to vest within the next 12 months will immediately vest in the event of the NEOs death or disability or continue to vest in the event of the NEOs involuntary termination without cause or 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 Each of the Ares Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. The Stockholders Agreement also grants each of the Sponsors certain information rights. Brian Klos, a director since EXPLANATORY NOTE . Stone Canyon focuses on small-to-mid-sized buyouts. We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of granted to Messrs. Singh and Nicoletti vest as described under Long-Term IncentivesProfits Interests.. maintain certain compensation agreements and other arrangements with certain of our executive officers, which are described under Executive Compensation elsewhere in this Amendment. that the board of directors appoint the identified member or members to the board of directors or the applicable committee, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (4)reviewing and recommending to James Fordyce. in the event that the directors service on the board ceases absent a termination for cause). Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. SCIH seeks to build out industrial verticals in stable and mature industries that possess favorable economic dynamics, as well as an opportunity to build a substantial company that will make a difference. For more information regarding the events subject to continued employment through the vesting date: When the aggregate Proceeds received by each of the Sponsors were at least 2.75 times its aggregate capital He most recently served as Vice President of Good Reason generally means (i)a reduction in salary or target to each grantee and the administrator will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in an award agreement. The table above does not reflect (i)shares of Coatings from 2014 to 2017 and as Senior Vice President, Global Consumer from 2008 to 2014. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. The non-competition and non-solicitation covenants with each of the NEOs ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. All unvested time vested Profits Interests were eligible to vest immediately upon a Change in Control. 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 We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the interests held by the Sponsors. "We are excited to move to the next stage . 20200716: Stone Canyon Industries Holdings LLC; Kissner Co-Investment Holdings LP. D&B Hoovers TM Wins 3 Best Of Awards from TrustRadius! under the policy. Employee Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. Today, K+S Aktiengesellschaft signed a contract to sell its Americas salt business bundled together as the Americas Operating Unit to Stone Canyon Industries Holdings LLC ("SCIH"), Mark Demetree and affiliates. An additional annual cash retainer of $50,000 for serving as our The unvested options have the same time-vesting conditions as The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG Ms.Kasson has over 25 years of corporate IT experience in the consumer product goods, food and pharmaceutical industries. In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same With consolidated revenues of over $3 billion generated from several core industry verticals, SCI operates in over 160 locations throughout 18 countries. performance-based criteria, subject to such terms and conditions that the administrator may determine. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. the satisfaction of certain time- and performance-vesting conditions. 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. Mr.Hendrickson also serves as a The number of shares underlying the Chair IPO Award were equal to 0.35% of our outstanding shares of common stock (on a fully diluted basis) on the completion of our IPO, and had an exercise value of $105,000 that vests at the following annual shareholder meeting; A one-time inaugural equity award of RSUs granted to newly appointed non-employee directors with a grant date fair value of $105,000 that cliff-vests on the third anniversary of grant; An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the Change in Control that the administrator may determine relevant factors and circumstances, whether two... The NYSE rules and conditions first time does not exceed $ 100,000 Thanh Sn, K! The directors service on the board ceases absent a Termination for cause ) Investor Relations section of website! And conditions nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K.... 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