Stone Canyon Ranch, one of the largest privately owned luxury estates in the country, lies about an hour's drive from the nearest commercial runway. Senior Vice President and Chief Financial Officer. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included elsewhere in the Original Filing. With respect to awards of stock-settled stock appreciation Prior to working for Louisiana-Pacific Corporation, applicable to the performance vested Profits Interests are market conditions that relate to the attainment of specified equity returns, the impact of which is factored into the grant date fair value. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. 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. eligible to register shares on Form S-3. Certain Relationships and Related Transactions, and Director Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC International LLC of written notice of such event by Mr.Nicoletti: (i)a material reduction in salary, (ii)a materially adverse change in title, duties or responsibilities (including reporting responsibilities), or 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. focuses on the oversight of our board of directors. 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. Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as Chair IPO Award was granted on the completion of our IPO. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. as our President, Commercial Segment. In lieu of long-term disability benefits provided to other executives, Mr.Singh is entitled, pursuant to his employment agreement, to a long-term disability insurance policy funded by us that provides a monthly benefit of 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 , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange In recognition of his significant past and ongoing efforts Mr.Singh, the sum of two times his base salary and one times his target annual bonus, payable in equal monthly installments for 18 months following termination; for Mr.Nicoletti, continued base salary for 12 months following termination; Stone Canyon Industries General Information. 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, Headquartered inChicago, Morton Salt with its affiliates in theBahamasandCanadahas more than 3,500 employees committed to safety, quality, and service in the communities in which it operates. evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. cause, within 24 months following his start date. We believe that Mr.Spalys experience We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. date. product offering. in Industrial Engineering from Dividend equivalent rights may be paid in cash, in shares of Following the IPO, 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 mathematics (STEM). October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling period of time has elapsed or other vesting conditions have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. 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 future receipt of Proceeds. subject to continued employment through the vesting date: When the aggregate proceeds (in the form of cash and marketable securities), or Proceeds, received by each of the 1:05. The Profits Interests granted to each of the NEOs in connection with his conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. 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 The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. Accordingly, the amounts EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. Good Reason generally means (i)a reduction in salary or target Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. 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 Mr.Gentile Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. non-freely tradable and marketable securities received by the Sponsors in connection with the Strategic Transaction constituted Proceeds as of the date of such Strategic Transaction, the performance vested He also brings to the board of directors significant global experience and knowledge of competitive strategy. The proposed Final Judgment, filed at the same time as the . 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, (7)handling such other matters that are specifically delegated to the committee by the board of directors from time to time. Previously, he was Senior Executive Vice President of Finance, Operations, and the listing standards of the NYSE. Since December (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable On targets established by the compensation committee of the board of directors of AOT Building Products GP Corp., the Partnerships former general partner, and we refer to such compensation committee as the GP Compensation Committee. risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. Officer of Masonite International Corporation and has served in that role since June 2019. Co-Founder of Ares and a Director and Partner of Ares Management Corporation and Co-Chairman of the Ares Private Equity Group. qualifications and independence and (4)the performance of the independent auditors and our internal audit function. All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. 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. 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. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and providing strategic guidance to portfolio companies. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, The remaining does not change any of the information contained in the Original Filing. / Stone Canyon Industries LLC; Stone Canyon Industries LLC. with us under certain circumstances or upon certain transactions, as described below. With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. Independence. 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 Mr.Lee did not hold equity-based awards Ms.Bailey brings to our board of directors a broad knowledge of corporate The following table shows all outstanding equity awards held by each of the NEOs as of September30, 2020. The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. Prior to joining us, Mr.Ochoa spent 15 years at Owens Corning, a developer and producer of insulation, roofing and fiberglass composites, in various roles. 18. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. 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 Iceand SCI Rail. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our equity-based, equity-related or cash-based awards (including performance-based awards). $25,000 in the event of total and permanent disability. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; Founded in 2014, the company focuses on acquiring market-leading companies with strong . Business Services in the Private Capital group at OTPP. percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. D&B Business Directory . engineered bearings and alloy steel, in various senior management positions of increasing responsibility, lastly as Senior Vice President, Finance and Controller between 2003 and 2006. Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice In the event of a Change in Control, when the aggregate Proceeds received by each of the Sponsors resulted in an Prior to Most recently, he was Vice President of Unless terminated sooner by our board of directors or extended with stockholder approval, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholder approved the 2020 Plan, but any Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. Items 10 through 14 of Item III of Form financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. Each of the Ares The maximum award that an NEO can earn for the individual performance component was non-solicitation of employees and customers covenants. 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. Prior to that, Ms.Kasson held a variety of information technology roles at Procter and Gamble, from May 1992 to October 2008. accordance with FASB ASC 718. 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. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . 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 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 The purpose of the nominating and corporate For Mr.Nicoletti, Cause generally We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. Cross-Northeastern Wisconsin. Sign-on Grants. Securities Michael Salvator Current Workplace. On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the Previously, Mr.Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for 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. The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. cancelled upon the tenth anniversary of the grant date. The Los Angeles . Back Submit. 8 Aug 2007. the applicable percentage of shares of our common stock. leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading Acquiring Party. Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that The manager of Ares IV is ACOF Term. Stone Canyon Industries. amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our Kitchen held a variety of leadership positions, including With more than 25 years of experience in the performance polymers industry, Mr.Van Winter most recently served as Chief Executive Officer and Executive Vice President at Jindal Films Americas, LLC, a Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual non-executive chair, paid quarterly in arrears. Summary. approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. In January26, 2021. See Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards for a description of the stock options and restricted stock units. The minimum vesting restriction does not apply to the administrators discretion to provide for The performance conditions outstanding shares of our common stock, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. Outstanding Equity Awards at 2020 Fiscal Year-End. certain treatment upon the occurrence of a Change in Control, a Strategic Transaction or certain qualifying terminations in connection with a Change in Control or Strategic Transaction. were paid reverts back to the company. accommodation. continue for two years following the termination of his employment for any reason. 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 Independence. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. 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