Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. Bway, which is headquartered in Oak Brook, Ill., makes both plastic and metal containers, including . Check out these reports. 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. YESNO. In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds 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 management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. Immediately following the IPO, we granted an aggregate of 188,843 RSUs that will fully vest on the third anniversary of the IPO to affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. 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. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. (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 During the period that any restrictions apply, the transfer of RSUs is generally prohibited. Upon a termination of employment without Cause or for Good Reason within 12 The Related Persons Transaction Policy provides that the audit committee of our board of common stock of $34.81, which was the closing price on September30, 2020. 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. Stone Canyon Industries, LLC Senator William H. Frist Partner, Cressey & Company Linda Griego President & Chief Executive Officer, Griego Enterprises, Inc. David W. Joos . SCI has a small investment in Luxfer. The NEOs also agreed to covenants assigning us rights to intellectual property. US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. The fact that a director may own our capital stock is not, by itself, considered a material Need info on your own credit report? The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. Get the full list, Morningstar Institutional Equity Research. Stone Canyon Industries LLC Overview. Our board of We currently do not expect that Mr.Hendrickson will receive any additional compensation in future years for his service as non-executive chair outside of the regular annual director compensation program. Cross-Northeastern Wisconsin. Find company research, competitor information, contact details & financial data for Stone Canyon Industries Holdings LLC of Los Angeles, CA. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial Learn more about K+S at www.kpluss.com. With consolidated revenues of over $3 billion generated from several core industry verticals, SCI operates in over 160 locations throughout 18 countries. in full on the second anniversary of Mr.Singhs start date. 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 from 8 AM - 9 PM ET. Additionally, Mr.Nicoletti was granted 4,750 financial risks. The long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining accelerated vesting of an award, including in the event of retirement, death, disability or a change in control. 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. 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. For each non-management director, the aggregate number of stock awards The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on future receipt of Proceeds. to file reports pursuant to Section13 or 15(d) of the Act. 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 As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. The purpose of the nominating and corporate All unvested time vested Profits Interests were eligible to vest immediately upon a Change in Control. 18. 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 The remaining 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. Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. January26, 2021. participating employees. 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 YESNO. In order thereof. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests and Additional Narrative Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder The information contained in the following table is not necessarily indicative of beneficial ownership for any An award of a stock option Website. Agreement, including upon certain strategic or change in control transactions. In his current role, he is responsible for Mr.Qadri joined OTPP in 2016, and has significant experience in private equity and investment banking. Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. See Narrative Disclosure to Summary Compensation TableLong-Term Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. 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 This policy was adopted on January24, 2020 and took effect upon the effectiveness of our certificate of incorporation, and as a result, certain of the transactions entered into prior to that date were not reviewed The certificates of the Companys principal executive officer and principal financial officer are attached to this subject, then such person would automatically forfeit any outstanding Profits Interests and repay any amounts distributed to him or her (other than certain minimum distributions to partners of the Partnership) within the 24 months prior to such Purchases of Products in the Ordinary Course of Business. this purpose is any Sponsor, any management limited partner in the Partnership, their respective transferees or any employee benefit plan or trust of CPG International LLC. Grantees have full voting rights with respect to their restricted shares. The maximum award that an NEO can earn for the individual performance component was Previously, he was Senior Executive Vice President of Finance, Operations, Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information filed with this Amendment. . compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which by the following individuals or groups: all of our directors and executive officers as a group; and. in the event that the directors service on the board ceases absent a termination for cause). are described below. Registration Rights Agreement contains provisions for the coordination by the Sponsors of their sales of shares of our common stock and contains certain limitations on the ability of the members of our management party to the Registration Rights The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. In operations, as well as the risks associated therewith. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. 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. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. serve as a director on our board. 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. 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 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 leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. Senior Vice President and Chief Financial Officer. 90days. In addition, we have adopted a Code of Conduct and Ethics for all officers, directors and employees. Related Stockholder Matters. part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. Bway, which makes both plastic and metal rigid containers has 25 . Stone Canyon focuses on small-to-mid-sized buyouts. 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 than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC Outstanding Equity Awards at 2020 Fiscal Year-End. applicable to the Profits Interests. KLW Plastics is a manufacturer of one-to-seven gallon . The exchange of Profits Interests for shares of 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 The audit committee also prepares the audit committee report as required by the SEC for inclusion in our annual proxy Pursuant to that plan, we granted Mr.Singh a stock option award to risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. January26, 2021. 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 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 payouts for the year ended September30, 2020: The outstanding Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. As discussed in Certain Relationships and Related Transactions, and Director January26, 2021. Our class II directors are Fumbi Chima, Brian Klos, Brian Spaly and Blake Sumler and their term will expire at LLC, Corporation, S Corporation, Non-profit, etc. Summary. 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 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. 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, 8 Aug 2007. Item13. principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. We refer to all of the foregoing entities individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. Stone Canyon Industries LLC. If Mr.Nicoletti voluntarily terminates his employment with CPG International LLC within two years of his start date, he will be required to repay a pro-rata portion of the after-tax value of such sign-on bonus, based on the number of days within that two year period that follow his resignation. Messrs. Hammond, Lee and Pace no longer serve on the board of directors. . On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. the board of directors corporate governance principles applicable to us, (5)overseeing the evaluation of the board of directors and management, (6)oversee our strategy on corporate social responsibility and sustainability and 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. execution and portfolio management for OTPPs direct private equity investments in the industrials and energy sectors. Employees, consultants and directors will be eligible to participate in our 2020 Plan. agreement, which are described under Employment Agreements below. Kitchen held a variety of leadership positions, including shares. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from in this column for the fiscal year ending September30, 2020 include amounts in respect of such modification. 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. prohibited. This classification of our board of He joined OTPP in 2006 and has more than 25 years of private equity and investment banking experience. private equity in particular and his experience as a director of other public and private companies give the board of directors valuable insight. 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