designated to the board of directors by the respective Sponsor. in means (i)commission of an act which constitutes common law fraud or embezzlement, (ii)indictment, conviction or plea of guilty or nolo contendere to a felony or crime involving moral turpitude, (iii)commission of any Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The Represented Stone Canyon Industries LLC, a global industrial holding company, in its $850 million recapitalization of its subsidiary, SCI PH Inc., which through its subsidiaries, BWAY and Mauser, is a leading global supplier of rigid packaging products and services. individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. 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. the satisfaction of certain time- and performance-vesting conditions. term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued Bway, which makes both plastic and metal rigid containers has 25 . increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Reminder/Diss Notice for Annual Report view. 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. Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. December 2019. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. 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. 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 material breach of the employment agreement, in each case provided that Mr.Singh has given CPG International LLC written notice of the termination within 90 days of the first date on which he has knowledge of such event or conduct and he has 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 , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange 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 to the Wisconsin Bar in 2013. has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (232.405 of this chapter) during the preceding 12months (or for If the administrator The audit committee also prepares the audit committee report as required by the SEC for inclusion in our annual proxy 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. The term of a stock option may not exceed 10 years from the date of grant. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to the applicable percentage of shares of our common stock. The amounts shown in the All Other Compensation column for the year ended September30, 2020 Website. We had a prior policy with respect to related party transactions that was adopted on February21, 2019. filer, smaller reporting company, or an emerging growth company. Security Ownership of Certain Beneficial Owners and Management and The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental Additionally, Mr.Nicoletti was granted 4,750 Business Services in the Private Capital group at OTPP. Additionally, if board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. 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 Each Sponsor has agreed, for so long as such Sponsor holds more than 5% of the outstanding shares of our common stock, to vote all of the shares of ClassA common stock held by it in favor of the foregoing nominees. rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. Our board of Form 10-K for the fiscal year ended September30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on Our board of directors regularly reviews information regarding our credit, liquidity and The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. (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 product offering. Mr.Lee did not hold equity-based awards Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . 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 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. except as provided below, for so long as the Sponsors collectively own less than 50% of the outstanding shares of The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. Act. Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, Ms.Bailey brings to our board of directors a broad knowledge of corporate At OTPP, Mr.Sumler leads the Diversified Industrials and Business Services team and sits on boards of These services may include audit services, audit-related services, tax services and other services. Company and of the Building Products segment. Public asset : 57,989 USD. Iris Dorbian. Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 included in the Original Filing. of a termination of employment for any other reason, including death or disability, vested Profits Interests were redeemable for the fair market value, as determined in accordance with the Partnership Agreement. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. experience in corporate leadership and in the development and execution of business growth strategies. Report Report. Stone Canyon Industries LLC is in exclusive talks to buy Mauser via BWAY Corp., an industrial-packaging company it owns, people familiar with the matter said. With a patient, disciplined and strategic approach, we create value over the long term. or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. Sponsors to our board of directors. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. Michelle Kasson is currently serving as our Chief Information Officer and joined us in Performance between levels is generally interpolated on a straight-line basis. Our class III directors are Howard Heckes, Gary Hendrickson, Bennett Rosenthal and Jesse Singh and their term in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. 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. 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. granted unit, cash or other securities or property equal in value to such share of common stock or a combination thereof that does not vest until a specified period of time has elapsed or other vesting conditions, including performance-based vesting With respect to the fiscal year ending September30, 2020, for Mr.Singh, this amount represents a Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, Profits Interests were redeemable for no value. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and Weighting, Building Products Segment Target Adjusted A discussion of the treatment of the long-term cash He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental Transaction Number. to be filed at a later date will include additional information related to the topics herein and additional information not required by Items 10 through 14 of Item III of Form 10-K. Pursuant to the SEC rules, Item 15 of Part IV has also been amended to contain the currently dated certificates from the Companys 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. such shorter period that the Registrant was required to submit such files). Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these the year ended September30, 2020. 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. granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. 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 Previously, Mr.Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our This charter is posted on our website. knowledge of our business and perspective of our day-to-day operations. committee is an independent director. In connection with our IPO, we adopted the 2020 Plan described below. Smucker Company for 11 years with responsibilities The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under 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 in January 2020. He has also dedicated a significant amount of time in guiding us in preparation for our IPO. 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. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. The market value of shares or units that have not vested was calculated using a price per share of ClassA Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual Stone Canyon Industries LLC. 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. We also adopted director stock The NEOs also agreed to covenants assigning us rights to intellectual property. The following table shows all outstanding equity awards held by each of the NEOs as of September30, 2020. In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of SCIH companies operate in essential industries that provide mission-critical products and services to customers around the world. directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. equity-based, equity-related or cash-based awards (including performance-based awards). which the incentive stock options are exercisable for the first time does not exceed $100,000. Amendment as Exhibits 31.3 and 31.4. As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. Stone Canyon Industries General Information. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective accelerated vesting of an award, including in the event of retirement, death, disability or a change in control. Item12. Get a D&B Hoovers Free Trial. Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. Description. Financial Data. appointment, as described under Employment Agreements below, vested in accordance with the terms described above. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. report required to be included in our proxy statement under the rules and regulations of the SEC. All unvested time vested Profits Interests were eligible to vest immediately upon a Change in Control. and guidance to our management team as we transition to a public company. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Certification of Principal Executive Officer Pursuant to Rules, Certification of Principal Financial Officer Pursuant to Rules, Chief Executive Officer, President and Director, Senior Vice President and Chief Human Resources Officer, Senior Vice President of Strategy and Execution, Senior Vice President and Chief Legal Officer. Each of these compensation elements is described below. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where Call (844) . level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. board of directors select, the director nominees for the next annual meeting of stockholders, (3)identifying board of directors members qualified to fill vacancies on the board of directors or any board of directors committee and recommending In the event Description. Agreement to offer, sell or otherwise dispose of shares of our common stock. directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for under the policy. performance share awards and performance units settled in cash. 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. The purpose of the nominating and corporate 635 followers 500+ connections. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. SCI has a small investment in Luxfer. Base Salary and Target Bonus. 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. Following the IPO, For the fiscal year ending September30, 2020, the financial performance component of the annual incentive price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. Mr.Singh did not receive any additional compensation for his service on the board continue for two years following the termination of his employment for any reason. connection with our IPO, each outstanding Profits Interests award, including awards held by our NEOs, was exchanged for a number of shares of our ClassA common stock determined based the number of Profits Interests and the hurdle amount 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 Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power less than or equal to 10%, of the outstanding shares of our common stock, in which case, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. "We are excited to move to the next stage of Stone . is terminated by us without cause (as defined in the 2020 Plan) on or within two years after a change in control (as defined in the 2020 Plan), (i) all outstanding awards will become fully vested (including lapsing of all restrictions Incentive stock options may not be granted under the 2020 Plan after the tenth anniversary of the date of the board of directors most recent 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 for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. 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. Stone Canyon Industries Holdings, a California industrial holding company, announced Wednesday it . 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. 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 The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. employees, including the NEOs. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. 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. 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 . Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. in Industrial Engineering from About Stone Canyon Industries Holdings. 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. Stone Canyon Industries Holdings LLC, Civil Action No. LLC. For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended 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 (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 common stock on the grant date), multiplied by the number of shares subject to the SAR. Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. Any unvested performance vested Profits Interests would be forfeited and Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% In general, awards of Profits Interests were 50% time vested and 50% performance vested. Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup the original Profits Interests award. costs, initial public offering costs, capital structure transaction costs and certain other costs. Our He also held the role of Director of Operations for Newell-Rubbermaid Inc., known today as Newell 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 Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas We have adopted a Code of Mr.Kitchens background includes over 24 years of human resources experience in the manufacturing industry, most recently as Vice President of Human Resources for BWAY Corporation, a manufacturer of rigid metal, plastic, and hybrid We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Purchases of Products in the Ordinary Course of Business. Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . securities or other awards or property. Stone Canyon Industries purchases A. Stucki Company. conversion of the Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below, are generally subject to the same vesting treatment upon such events as 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 KLW Plastics is a manufacturer of one-to-seven gallon . In addition, we have entered into indemnification agreements with each of our directors and executive officers. Prior to joining Ares in 2009, Mr.Hirshorn was the President of Potbelly Sandwich Works. conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors 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 Principal Accounting Fees and Services. Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. The registrants ClassA common stock began trading on the New York Stock Exchange Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. The amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date Brian Klos, a director since The K+S Americas operating unit mainly comprises K+S Chile, formerly known as the Chilean company SPL, acquired by K+S in 2006, as well as Morton Salt (USA) and Windsor Salt Ltd. (Canada), acquired in 2009. EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. Mr.Rosenthal graduated summa cum laude with a B.S. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to equity firm focused on buyouts and growth capital investments in Canada. In order In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds experience. Find company research, competitor information, contact details & financial data for Stone Canyon Industries Holdings LLC of Los Angeles, CA. a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. Represents beneficial ownership of less than 1%. Inc. from August 2013 through March 2019, and prior to that holding positions at several Fortune 250 companies spanning multiple industries, including Honeywell International Inc., Intel Corporation, Micron Technology, Inc. and Freeport McMoRan Inc. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will Our board of directors is divided HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; Stock options are exercisable for the year ended September30, 2020 included our... 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