2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. January26, 2021. 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 that the NEOs employment terminates. Stone Canyon specializes in creating value utilizing a patient capital approach. Most recently, he was Vice President of Thu 15 Aug, 2019 - 10:10 AM ET. the approval of such Sponsor, and the shares of common stock owned by such Sponsor will be excluded in calculating the 30% threshold: merging or consolidating with or into any other entity, or transferring all or substantially all of our assets, D&B Hoovers TM Wins 3 Best Of Awards from TrustRadius! In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of 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 Weighting, Building Products Segment Target Adjusted to file reports pursuant to Section13 or 15(d) of the Act. Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than are described below. 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. 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. The company has annual sales of more than $1 billion and has 3,000 . Get a D&B Hoovers Free Trial. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. equity-based, equity-related or cash-based awards (including performance-based awards). with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. certain members of our management. compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. securities or other awards or property. Stone Canyon Industries. strategic transaction, as determined by AOT Building Products GP Corp. in its sole discretion, in which the consideration received by the Partnership or its subsidiaries consists of the stock of another entity. The term of a SAR may not exceed 10 years from the date of grant. Each member of the compensation through its safety& industrial, transportation& electronics, health care and consumer segments, and served in numerous leadership roles at 3M, including Chief Commercial Officer, President of 3Ms Health Information Systems Activity Mr.Singh did not receive any additional compensation for his service on the board Potential Payments Upon Termination, Change In Control or Strategic Transaction. 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 Kitchen served as Vice President of Human Resources for Griffin Pipe Products Co., Inc., a manufacturer of water transmission products, from January 2010 to November 2010. the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for on the grant date. 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 10-K are more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2021 Annual Meeting of Stockholders. The administrator will issue a certificate in respect to the shares effective as of May26, 2016, which continues until Mr.Singhs employment terminates. 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 Previously, Mr.Nicoletti held a number of He also serves as a member of the Board of Directors for the American Red But the proposed acquisition came under scrutiny by . The NEOs also agreed to covenants assigning us rights to intellectual property. described under Post-IPO CompensationProfits Interests Conversion below. Their business is built upon a consistent, value . Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. The amounts in this column for the fiscal year ending subject to continued employment through each vesting date. determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. accounting grant date value of such award. EXPLANATORY NOTE . the applicable percentage of shares of our common stock. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash 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 Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The NEOs participate in a variety of insurance plans, including medical and dental welfare benefits on the same basis as Board Composition and Risk Management Practices. Contact. were paid reverts back to the company. 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 (iii)relocation by more than 50 miles. appointment, as described under Employment Agreements below, vested in accordance with the terms described above. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. 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. 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 Stone Canyon Industries General Information. 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 collectively as the Ares Entities. our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same 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 Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. 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. Performance between levels is generally interpolated on a straight-line basis. 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 We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of IPO Cash Bonus and Long-Term Incentive Awards. Prior to joining Ares in 2006, he was a member of the General Industries West (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 future receipt of Proceeds. SCI has a small investment in Luxfer. L.P.(7)(8), Ontario Teachers Pension Plan 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 Childrens Products. 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. We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Officers, The restricted shares have the same time-vesting conditions as the original Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that with us under certain circumstances or upon certain transactions, as described below. About Stone Canyon Industries Holdings. An additional annual cash retainer of $50,000 for serving as our employment. that all Section16(a) reports applicable to our directors, executive officers and greater-than-ten-percent beneficial owners with respect to fiscal year 2020 were group other than an Excluded Entity, except in a Strategic Transaction; and. prohibited. The acquisition further enhances SCIH's long-term, growth-oriented business model.". A discussion of the treatment of the long-term cash deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on In his current role, he is responsible for SCIH companies operate in essential industries that provide mission-critical products and services to customers around the world. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG An award of a stock option Contacts. Benefits. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. The remaining We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. "We are excited to move to the next stage of SCIH's acquisition of the iconic Morton Salt brand and the family of K+S Americas products," saidJames Fordyce, Co-Chairman and Co-CEO of SCIH. Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh 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 directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. Prior to $5,321,095 for Mr.Nicoletti. Any additional directorships resulting from an In order The Chair IPO Award will vest in substantially equal installments on each enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. Incentive stock options will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. year from the completion of our IPO. Previously, Mr.Lee did not hold equity-based awards committees attention. Toronto. Aot Building Products GP Corp. in its sole discretion, or BFV, in,. 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