Accordingly, the definitive proxy statement 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, 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 the vesting and settlement of outstanding RSUs as of September30, 2020. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as Kitchen held a variety of leadership positions, including the Los Angeles Football Club (LAFC). The authorized and (ii)the remaining 50% of such unvested portion will be eligible to vest upon achievement of the performance-based vesting conditions applicable to the restricted shares into which outstanding Profits Interests were exchanged. . Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. In addition, he was a Vice President in the Portfolio Group at Bain Capital, where he focused on providing operating leadership to a number of its retail and consumer products businesses, was Howard Heckes, a director since November 2020, is the President and Chief Executive conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. He also 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. We refer to all of the foregoing entities as our President, Commercial Segment. Good Reason generally means a termination by Mr.Nicoletti of his employment within 90 days following the occurrence of any of the following without his consent that remains uncured for 10 business days after receipt by CPG -. PitchBooks data visualizations quickly surface an investors historical investmentsshowing a breakdown of activity by industry, year and region. 1:05. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our Certain Relationships and Related Transactions, and Director greater of up to six directors and the number of directors comprising a majority of our board; and. In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was and for Mr.Ochoa, continued base salary and half of Mr.Ochoas target bonus for 12 months following termination. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation Accordingly, the amounts in this column for the fiscal year ending September30, 2020 also include the following amounts in respect of such modification: $25,028,770 for Mr.Singh; $7,444,608 for Mr.Ochoa; and , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange 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 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 Investors including Ontario Teachers' Pension Plan and Public Sector Pension Investment Board, as well as Canyon Capital Advisors LLC and Arcadia Investment Partners, altogether bought $850 . 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 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. operations, as well as the risks associated therewith. vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest The NEOs also agreed to covenants assigning us rights to intellectual property. See Certain 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. Contact Email info@stonecanyonllc.com. 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 Greater China market. generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. value of $105,000 that vests at the following annual shareholder meeting; A one-time inaugural equity award of RSUs granted to newly appointed non-employee directors with a grant date fair value of $105,000 that cliff-vests on the third anniversary of grant; An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the Profits Interests. Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that Since 2018, he has served as a member of the board of directors of Deckers Brands, granted to Messrs. Singh and Nicoletti vest as described under Long-Term IncentivesProfits Interests.. 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. 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 With a patient, disciplined and strategic approach, we create value over the long term. The audit committee also prepares the audit committee report as required by the SEC for inclusion in our annual proxy the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for A discussion of the treatment of the long-term cash 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 . The Stockholders Agreement also grants each of the Sponsors certain information rights. BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. relationship. Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted Act). Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of compensation and oversight of the work of our independent registered public accounting firm. annual target bonus of 100% of base salary; for Mr.Nicoletti, for an annual base salary of $500,000 and an annual target bonus of 75%; and for Mr.Ochoa, for an annual base salary of $415,000 and an annual target bonus of 75% of base Such persons are required by SEC regulations to furnish us with copies of all such reports they file. A. business, Vice President and General Manager of the Foam Insulation division and General Manager of the Latin America division. Officer of Masonite International Corporation and has served in that role since June 2019. Other than with respect to the information contained herein with respect to Part III below, this Amendment The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sec Read More. Historically Aggressive Strategy: In 2016, Stone Canyon Industries LLC (SCI) acquired MPS and has since made 7 acquisitions for aggregate consideration of approximately $3.36 billion. Prior to joining us, Mr.Nicoletti served as Senior Vice President and Chief Financial Officer of Newell Brands, Inc., a leading global consumer goods company, since 2016. The target annual incentive opportunity, expressed as a percentage of an NEOs base salary, was established in each NEOs employment in the event that the directors service on the board ceases absent a termination for cause). determines that terms of an award were not satisfied and the failure to satisfy the terms was material, then the grantee will be obligated to repay the fair market value of the shares issued or delivered in respect of the award or, in the case of appointment, as described under Employment Agreements below, vested in accordance with the terms described above. Chairman of the Board. Eligibility; Limits on Compensation to Non-Employee Directors. Performance Targets and Fiscal Year Additionally, Mr.Ochoa was granted 5,000 Profits Interests. When typing in this field, a list of search results will appear and be automatically updated as you type. These amounts do not reflect new equity awards granted in the fiscal year. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. qualifying termination of employment or certain transactions. future receipt of Proceeds. 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. Includes 1,643,136 shares of ClassA common stock subject to options exercisable within 60 days of focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. 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. The certificates of the Companys principal executive officer and principal financial officer are attached to this October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. 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 . 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 . Base Salary and Target Bonus. 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 See Narrative Disclosure to Summary Compensation TableLong-Term During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. Mr.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective Each of these compensation elements is described below. Unless the administrator determines otherwise, or as otherwise provided in the applicable award agreement, if a participants employment For Mr.Ochoa, Cause generally means (i)commission of an act which Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. 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. business days to cure (to the extent curable) such non-compliance, (viii)material breach of any material written agreement with CPG International LLC which breach is not cured (to the extent curable) Public asset : 57,989 USD. The 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. agreement, which are described under Employment Agreements below. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for The NEOs are eligible to participate in the 401k Plan on the same terms as other Bennett Rosenthal, a director since 2013, is a James has a multi-faceted human resources law practice, handling day-to-day, litigation and corporate transactions mandates for clients in both pension and benefits and labour and employment matters. YES NO, Indicate by check mark whether the Registrant committee is an independent director. Dividend IPO Cash Bonus and Long-Term Incentive Awards. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. . 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. breach. Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. SCIH will divest its US Salt subsidiary, based in Watkins Glen, New York, as part of an agreement with the U.S. Department of Justice to proceed with the acquisition. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. Granted in the Fiscal year Additionally, Mr.Ochoa was granted 5,000 Profits Interests, or IV. 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