Pursuant to the Stockholders Agreement, the Sponsors Agreement, including upon certain strategic or change in control transactions. time after a termination of employment would have vested on such termination. Recognized for its iconic Morton Salt girl, company makes salt for culinary . will expire at the annual meeting of stockholders to be held in 2023. Stone Canyon focuses on small-to-mid-sized buyouts. All members of the audit committee are able to read and understand 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 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. 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 . Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of February 18, 2020. The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. 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. 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 About Stone Canyon Industries Holdings. These amounts do not reflect new equity awards granted in the fiscal year. Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. All rights reserved. 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 address of Ontario Teachers Pension Plan Board is 5650 and the listing standards of the NYSE. Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. Description. The proposed Final Judgment, filed at the same time as the . In Blake Sumler, a director since January 2020, is the Managing Director, Diversified Industrial and The administrator may condition the vesting of or the Michael Salvator has been working as a Chief Operating Officer at Stone Canyon Industries for 26 years. 416.367.6734. The foregoing President of the Lumirror Polyester Film Division of Toray Plastics (America), Inc., from April 2007 to January 2015, and Vice President of OPS Sheet and Specialty Films for Alcoa KAMA Co. from June 2002 to June 2004. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and In October, Stone Canyon Industries announced it had struck a deal to buy K+S Americas salt business, including Morton Salt, for $3.2 billion. 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 . securities or other awards or property. effective as of May26, 2016, which continues until Mr.Singhs employment terminates. HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)the term of the incentive stock option does not exceed five years from the date of grant. common stock of $34.81, which was the closing price on September30, 2020. The Related Persons Transaction Policy provides that the audit committee of our board of Additionally, certain time vested Profits Interests that were scheduled to vest within a period of In addition, we have adopted a Code of Conduct and Ethics for all officers, directors and employees. In our other employees. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. Item12. In connection with our IPO, we entered into a registration rights agreement, or the Registration Rights Agreement, with the Sponsors and Does not include outstanding RSUs which do not have an exercise price. 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 options will be forfeited. the original Profits Interests award. 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. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. YESNO. contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. In order to ensure alignment with our investors, no The firm seeks to acquire businesses through buyouts. earned but unpaid bonus for the year prior to termination, (ii)all amounts accrued under any bonus, incentive or other plan and (iii)a prorated annual bonus for the year of termination based on actual performance and the number of days described under Post-IPO CompensationProfits Interests Conversion below. Additionally, Profits Interests were eligible to participate in distributions to the extent provided in the Partnership Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. We also January26, 2021. participating employees. The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. expense, net, income tax (benefit) expense and depreciation and amortization, adding thereto or subtracting therefrom certain non-cash charges, restructuring and business transformation costs, acquisition Description. Under these rules, more than one person may be deemed beneficial owner of Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. accounting grant date value of such award. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental Oakbrook, IL . committees attention. agreement, which are described under Employment Agreements below. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. 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 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated In August 2018, MPS paid approximately $1 billion to . BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. committee is an independent director. election to our board of directors as follows: for so long as the Sponsors collectively own 50% or more of the outstanding shares of our common stock, the failed to correct a material breach of, any non-competition, non-solicitation or non-disclosure covenant to which he or she was Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. <! Mr.Ressler The term of a SAR may not exceed 10 years from the date of grant. timely filed. We strive for sustainability because we are deeply committed to our responsibilities towards people, the environment, communities, and the economy in the regions in which we operate. a termination of employment due to an NEOs resignation without Good Reason prior to the third anniversary of the date on which the Profits Interests were granted, or the termination of the NEOs employment for Cause at any time, vested Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power under the policy. As discussed in Certain Relationships and Related Transactions, and Director 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. on June12, 2020. Bennett Rosenthal, a director since 2013, is a From 2015 to 2018, Ms.Chima served on the board of Global Sources Ltd., a Bermuda business-to-business media company with a focus on the certain members of our management. 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. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. The administrator will issue a certificate in respect to the shares Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. In connection with his appointment, Mr.Singh These rules generally attribute beneficial ownership of Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. At OTPP, Mr.Sumler leads the Diversified Industrials and Business Services team and sits on boards of 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. 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. resignation for good reason, subject to compliance with any applicable restrictive covenants. Stone Canyon Industries General Information. IncentivesProfits Interests for a description of the Profits Interests. Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. focuses on the oversight of our board of directors. to file reports pursuant to Section13 or 15(d) of the Act. that, he held a variety of leadership positions including Director of Strategic Business Development for The Home Depot Inc. and Director of Mergers& Acquisitions for Hughes Supply, Inc. Paul Kardish is currently serving as our Senior Vice President and Chief Legal Officer. Prior to working for Louisiana-Pacific Corporation, Additionally, if Ms.Bailey worked as the Vice President and Chief Financial Officer of Ferro Corporation, a global specialty materials company, from January 2007 to July 2010 following an eleven-year career at The Timken Company, a global producer of The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. the Los Angeles Football Club (LAFC). to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: Security Ownership of Certain Beneficial Owners and Management and The company's offerings include plastic and metal bulk containers, drums, cans, pails, bottles and jerrycans, thereby enabling clients to get different products with sustainability and efficiency. 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 amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date 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. Mark Demetree, Executive Chairman and CEO of Kissner, said: "The closing of this acquisition is another milestone in our partnership with SCIH, and allows us to continue to expand Kissner's capabilities to deliver high quality products and service to our customers. statement. 90days. Indemnification of Officers and Directors. Each member of the compensation Immediately following the IPO, we granted an aggregate of 188,843 RSUs that will fully vest on the third anniversary of the IPO to Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. The options will vest ratably over four years beginning on the first anniversary of the grant and have a For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. For Mr.Singh, the unvested options vest on May26, 2021; for Mr.Nicoletti, the unvested options vest in equal installments on January9, 2021, 2022, 2023 and 2024; and for Mr.Ochoa, LLC. The percentage ownership information shown in the table is Performance between levels is generally interpolated on a straight-line basis. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. Dinesh Nair. 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 Stone Canyon Industries Holdings LLC. exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the administrator leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. The amounts shown in the All Other Compensation column for the year ended September30, 2020 An additional annual cash retainer of $50,000 for serving as our Such persons are required by SEC regulations to furnish us with copies of all such reports they file. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree and affiliates closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of approximately $3.2 billion. Awards granted in the fiscal year about StoneCo Ltd. & # x27 ; s for. Employment would have vested on such termination for good reason, subject to exercisable. Performance between levels is generally interpolated on a straight-line basis 10 years from the date of grant ;! The stockholders Agreement, the Sponsors Agreement, including upon certain strategic or change in transactions! 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