ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested As of March31, 2020, the last business day of the 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 common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. 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. , Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. (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 to motivate the NEOs to achieve short-term performance objectives, a portion of their total target compensation opportunity is in the form of an annual incentive bonus. We offer reimbursement for physicals to certain of our 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. transaction, (iii)shares delivered in lieu of fully vested cash awards, (iv)awards to non-employee directors that vest on the earlier of the one-year 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 directors to be nominated is odd, 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 less than or equal to 10%, of the administered by the board of directors or the compensation committee or its delegates (collectively, the administrator). with us under certain circumstances or upon certain transactions, as described below. We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of expire at the annual meeting of stockholders to be held in 2021. in January 2020. solutions to U.S. middle market companies and power generation projects. See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. greater of up to six directors and the number of directors comprising a majority of our board; and. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. ClassA common stock or ClassB common stock. D&B Business Directory . represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. In his role as chair of the board of directors of AOT Building Products GP Corp. since May 2017, Mr.Hendrickson has provided a significant Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of Financial Accounting Standards Board, or FASB ASC 718. In recognition of this responsibility, our audit committee pre-approves all audit and 1:05. Founded in 2014, the company focuses on acquiring market-leading companies with strong . Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. From time to time, our board of directors may 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. Management Committee. Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Pursuant to the The percentage ownership information shown in the table is 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 Independence. The amounts in this row represent the options to purchase shares of ClassA common stock granted in Get in Touch with 4 Principals* and 15 Contacts. held by OTPP because of a delegation of authority from the board of directors of OTPP, and each expressly disclaims beneficial ownership of such shares. An award of a stock option The term of a stock option may not exceed 10 years from the date of grant. 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. and consistent refusal to conform to or follow any reasonable policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such non-compliance and being given 10 serve as a director on our board. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will The table above does not reflect (i)shares of Morton has more than 3,500 employees located in the U.S. and worldwide. Amendment as Exhibits 31.3 and 31.4. The minimum vesting restriction does not apply to the administrators discretion to provide for ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, For the fiscal year ended September30, 2020, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, For the transition period from 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. consideration, except in connection with certain corporate events and (iii)any other action that would be treated as a repricing under applicable stock exchange rules. The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal Stone Canyon focuses on small-to-mid-sized buyouts. Mr.Ochoas individual performance was assessed based on his We match 100% of the first 1% of Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange The proposed Final Judgment, filed at the same time as the . in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). The 2020 Plan will be in Accordingly, the definitive proxy statement For more information, please visitwww.scihinc.com. 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 Since December Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global 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 other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. Brands Inc., a leading global consumer goods company, from 2001 to 2006. $1.1B in annual revenue, 40+ locations, 16 . Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated including enterprise software development, managed service delivery, portfolio development and project execution. Financial Data. 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 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 compensation and oversight of the work of our independent registered public accounting firm. Bennett Rosenthal, a director since 2013, is a taken as a whole, to another entity, or undertaking any transaction that would constitute a Change of Control as defined in our debt agreements; acquiring or disposing of assets, in a single transaction or a series of related transactions, or entering into to the Wisconsin Bar in 2013. Purchases of Products in the Ordinary Course of Business. Country: . Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. applicable to the Profits Interests. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. 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. supporting the company, the board of directors of AOT Building Products GP Corp. approved the award of a one-time grant of options to purchase shares of our ClassA common stock (the Chair IPO Award) to For Mr.Ochoa, Cause generally means (i)commission of an act which a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. For the fiscal year ending September30, 2020, the financial performance component of the annual incentive Michelle Kasson is currently serving as our Chief Information Officer and joined us in In Pennsylvania, LLCs are required to file a decennial report every ten years for years ending with the numeral "1" (2011, 2021, 2031, etc.). Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. Mr.Hirshorn holds a B.S. December 2019. Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Bway, which makes both plastic and metal rigid containers has 25 . Security Ownership of Certain Beneficial Owners and Management and Dividend equivalent rights may be paid in cash, in shares of 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 . 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 . 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. liabilities which may arise under the Securities Act. To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe The registrants ClassA common stock began trading on the New York Stock Exchange From 2006 to 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 . 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 None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. qualifying termination of employment or certain transactions. Cng Ty TNHH Hnh Hng. For more information regarding the As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and 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 HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. Pursuant to the Stockholders Agreement, the Sponsors are entitled to designate individuals to be included in the slate of nominees for As the owner of ClassB common stock, OTPP may, at any time, elect to convert shares of Our board of directors has adopted a He also held the role of Director of Operations for Newell-Rubbermaid Inc., known today as Newell individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests and Additional Narrative 2 Min Read. non-executive chair, paid quarterly in arrears. not met as of the earlier of a Change in Control and the tenth anniversary of the grant date, any unvested performance vested Profits Interests were forfeited and cancelled. shares. Change in Control. approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. terms of awards to add events or conditions upon which the vesting of such awards will accelerate, (iv)deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions With respect to awards of stock-settled stock appreciation The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. such holder and (ii)shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock held by such holder. September30, 2019 reflect the aggregate grant date fair value of performance vested and time vested Profits Interests granted in the fiscal year ending September30, 2019. non-solicitation of employees and customers covenants. He is a member of the Ares Executive He has also dedicated a significant amount of time in guiding us in preparation for our IPO. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective CFA charterholder. and private companies give the board of directors valuable insight. Morton Salt, Inc. is a trusted authority in salt inNorth America. outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. future receipt of Proceeds. and conditions), and, as applicable, exercisable, with any outstanding performance-based awards deemed earned at target performance and (ii)any shares deliverable pursuant to RSUs will be delivered promptly following the termination. 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.

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