CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our 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. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. The sole member of Ares Management LLC is Ares Management Holdings L.P., and the general partner of Ares Management Holdings L.P. is Ares Holdco The amounts in this column for the fiscal year ending Morgan Stanley and Asset Chile SA served as financial advisors to SCIH and Gibson, Dunn & Crutcher LLP and Bennett Jones LLP served as legal advisors. See Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards for a description of the stock options and restricted stock units. Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . AG from 2019 to 2020. as Chief Information Officer at FOX Networks Group from 2017 to 2019, as Chief Information Officer at Burberry Group plc from 2015 to 2017, as Chief Information Officer, Asia at Walmart Inc. from The non-competition and non-solicitation covenants with each of the NEOs The amounts in this row represent the restricted shares of ClassA common stock issued in connection with If the Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. The Profits Interests The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on Ms.Kasson received a Bachelors in Management Information Systems from the University of Dayton in 1992 and a Masters of Business Administration from Xavier University in Cincinnati, OH in 1997. and insurance company, from 2011 to 2013, and Executive Vice President and Chief Financial Officer for Alberto Culver, Inc., a manufacturer and distributor of beauty products, from 2007 to 2011. If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to A Strategic Transaction for this purpose is any We offer reimbursement for physicals to certain of our Goldman Sachs is . In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and Mr.Heckes currently serves on the board of directors of Masonite International Corporation. that the NEOs employment terminates. Currently, she serves on the corporate boards for Africa Prudential and Work& Co, holds advisory roles for SAP Executive Advisory and Apptio EMEA Advisory, and is on the board of Women at Risk International from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. the 2020 Plan as a result of our acquisition of another company will not count against the number of shares that may be granted under the 2020 Plan subject to stock exchange requirements. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included in the Original Filing. determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. CPG International LLC entered into an employment agreement with Mr.Singh Stone Canyon Industries Holdings LLC. 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. The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. Mr.Hendrickson is expected to provide enhanced duties beyond those typically provided by a non-executive chair of a board of directors, including providing support, advice and counsel on special projects LLC. Prior to joining Ares in 2006, he was a member of the General Industries West Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and he focuses on portfolio management. Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. [email protected]. performance-based criteria, subject to such terms and conditions that the administrator may determine. We maintain a tax-qualified defined contribution plan, the AZEK Company 401k Plan, in which all employees may contribute up to 100% of his or her salary, subject to Internal Revenue Code limits. During the period that any restrictions apply, the transfer of stock awards is generally The administrator will issue a certificate in respect to the 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. K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. The following The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or portion of the long-term cash incentive that was not time vested as of the completion of our IPO was subject to continued vesting as follows: (i) 50% of such unvested portion will vest in equal installments on the remaining scheduled vesting dates, Recognized for its iconic Morton Salt girl, company makes salt for culinary . joint ventures, in each case with a value in excess of $75.0million; incurring indebtedness in a single transaction or a series of related transactions in an aggregate principal Mr.Rosenthals previous board of directors experience includes Dawn Holdings, Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! will make adjustments as it deems appropriate to (i)the maximum number of shares of our ClassA common stock reserved for issuance, (ii)the number and kind of shares covered by outstanding grants, (iii)the kind of shares that 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 Indemnification of Officers and Directors. Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. ClassA common stock or ClassB common stock. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive Amendment as Exhibits 31.3 and 31.4. 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. Date. The restricted shares and stock options received upon Grantees have full voting rights with respect to their restricted shares. Learn more about K+S at www.kpluss.com. Additionally, he is a graduate of the Institute of Corporate Directors. A. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive In Pennsylvania, LLCs are required to file a decennial report every ten years for years ending with the numeral "1" (2011, 2021, 2031, etc.). such holder and (ii)shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock held by such holder. The vesting conditions placed on any award need not be the same with respect portion of the Chair IPO Award is in the form of cash, and is instead in the form of options to tie to future value creation at the company. 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 Our board of directors has adopted a The proposed Final Judgment, filed at the same time as the . The plant manufactures aerosol cans and operates a painting line. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. serve as a director on our board. 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 . for Profits Interests was granted options to purchase shares of ClassA common stock. 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. payouts for the year ended September30, 2020: The outstanding But the proposed acquisition came under scrutiny by . Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. Description. 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. and private companies give the board of directors valuable insight. He was admitted to the Texas Bar in 1993 and Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup We have adopted a Code of 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 has over 20 years of professional operations experience and most recently served as the Vice President of Manufacturing and Logistics at Overhead Door Corporation, a manufacturer of doors and openers, from April 2009 to November 2016. The Stockholders Agreement also provides that, for so long as the Sponsors collectively own at least 30% of the outstanding shares of our The address of Ontario Teachers Pension Plan Board is 5650 YESNO. Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. Employees, consultants and directors will be eligible to participate in our 2020 Plan. ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. Following the IPO, Prior to joining us, Mr.Singh worked for 14 years at the 3M Company, a manufacturer and marketer of a range of products and services independent directors, (2)we have a nominating and corporate governance committee composed entirely of independent directors and (3)our compensation committee be comprised solely of independent directors. Mr.Hendricksons experience as President and Chief Thu 15 Aug, 2019 - 10:10 AM ET. Any unvested performance vested Profits Interests would be forfeited and occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause or by Mr.Singh for Good Reason, then all unvested performance vested Profits Interests would be treated as "Combined with SCIH's Kissner Group Holdings, the Americas salt business offers an extensive line of products to consumers as well as governmental and commercial customers. Employee In order The amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date 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. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG 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 "We are excited to move to the next stage of Stone . Item12. 20200716. 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 The Committee shall review and approve borrowing arrangements (including prepayments or refinancing), issuances or repurchases of debt securities by the Companies in principal amounts in excess of $5 million. The Stockholders Agreement also provides for the nomination to our board of directors, subject to his or her election by our stockholders at the annual meeting, of our Chief Executive Officer. functions of his job. Mr.Ressler "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. Base Salary and Target Bonus. On April 19, 2021, the United States filed a Complaint alleging that the acquisition of Morton Salt, Inc. by SCIH Salt Holdings Inc. (''SCIH'') would violate Section 7 of the Clayton Act, 15 U.S.C. A. Stucki Company, a major provider of engineered components, systems and services for the railroad industry and other markets, described Kiefer as "the leader of its expansion, development and success." Stucki's parent company, SCI Rail Holdings LLC, a division of Stone Canyon Industries Holdings LLC, is searching for a new CEO. 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 Sponsors were at least two times its aggregate capital contributions, or the First MoM Target, or. 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 Need info on your own credit report? 13 June 2016. Our Weighting, Building Products Segment Target Adjusted policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. 1:05. The sales price (enterprise value) amounts to USD 3.2 billion and represents 12.5 times the 2019 EBITDA of USD 257 million. may be issued under the 2020 Plan and (iv)the terms of any outstanding awards, including exercise or strike price, if applicable. Act. 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. 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. securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. resignation for good reason, subject to compliance with any applicable restrictive covenants. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015 OR James Fordyce. 2016. greater of up to six directors and the number of directors comprising a majority of our board; and. 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 We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Our board of directors is taking and will continue to take all action necessary to comply with the NYSE rules within the applicable transition periods. Board(7)(9). connection with such termination, Mr.Singh is entitled to continued payment of healthcare premiums for 24 months following the date of termination or until Mr.Singh obtains healthcare benefits from another employer. Co-Founder of Ares and a Director and Partner of Ares Management Corporation and Co-Chairman of the Ares Private Equity Group. , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange more details. 21-cv-01067. Co-Founder, Co-Chief Executive Officer, & Co-Chairman of the Board of Managers, Co-Founder, Co-Chief Executive Officer & Co-Chairman of the Board of Managers, Youre viewing 5 of 23 investments and acquisitions. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). The target annual incentive opportunity, expressed as a percentage of an NEOs base salary, was established in each NEOs employment . Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. SCIH companies operate in essential industries that provide mission-critical products and services to customers around the world. Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. Half of the performance vested Profits Interests vested upon the achievement of one of the following events TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. corporate governance standards of the NYSE, a director employed by us cannot be deemed an independent director, and each other director will qualify as independent only if our board of directors affirmatively determines that including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus any retention agreement or incentives, and any other payments due . $5,321,095 for Mr.Nicoletti. A discussion of the treatment of the long-term cash See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash Each member of the compensation does not change any of the information contained in the Original Filing. Phone Number 310-788-2850. option may be paid using cash, check or certified bank check; shares of our ClassA common stock; a net exercise of the stock option; other legal consideration approved by us and permitted by applicable law and any combination of the foregoing. Prior to that, The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the (other than in connection with a public offering registered under the Securities Act), except in a Strategic Transaction (as defined below); or (iii)the sale of all or substantially all of the assets of CPG International LLC to a person or In connection with his appointment, Mr.Singh satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. (i)if the number of directors to be nominated is odd, in which case 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 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 Ares in 1998 from Merrill Lynch & Co., Inc. where he served a. To their restricted shares is not satisfied prior to May26, 2026, the long-term cash incentive be! Additionally, he is a graduate of the Institute of Corporate directors offering... Valuable insight, mergers and acquisitions, analytics, integration and business development experience good reason, subject such. Experience as President and Chief Thu 15 Aug, 2019 - 10:10 AM ET as discussed with the compensation of! 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