He joined OTPP in 2006 and has more than 25 years of private equity and investment banking experience. 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 The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. performance and the number of days Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to executives generally, and any earned but unpaid bonus for the year prior to termination. performance-based criteria, subject to such terms and conditions that the administrator may determine. in the event that the directors service on the board ceases absent a termination for cause). 60% time vesting in equal installments on May26 of each of 2019, 2020 and 2021, subject to continued employment through each vesting date. Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event Foundation. Ms.Kasson received a Bachelors in Management Information Systems from the University of Dayton in 1992 and a Masters of Business Administration from Xavier University in Cincinnati, OH in 1997. Except as otherwise noted In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . Incentive. In the event of a Change in Control or a termination of employment by CPG International LLC without Cause or by Mr.Singh for Good Reason within 12 months following the occurrence of a Strategic Transaction, any unvested and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. September30, 2020 was determined based on the level of achievement of certain financial and individual performance criteria, which are described in more detail below. Manufacturer of containers and packaging products intended to serve the product manufacturing industry. 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective 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. Business Services in the Private Capital group at OTPP. company exemption does not modify the independence requirements for the audit committee, and we are in compliance with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. Previously, Mr.Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private If the administrator In recognition of this responsibility, our audit committee pre-approves all audit 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. Previously, Mr.Nicoletti held a number of A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain , Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. Greater China market. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was 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 He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon Security Ownership of Certain Beneficial Owners and Management and will make adjustments as it deems appropriate to (i)the maximum number of shares of our ClassA common stock reserved for issuance, (ii)the number and kind of shares covered by outstanding grants, (iii)the kind of shares that Compensation Committee Interlocks and Insider Participation. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of Win whats next. 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 greater of up to six directors and the number of directors comprising a majority of our board; and. 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 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is employee contributions and 50% of the next 5% of employee contributions, for a total matching contribution of 3.5% on the first 6% of employee contributions. Mr.Hendrickson. In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested provided CPG International LLC with at least 30 days to cure (to the extent curable). (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 Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. Coatings from 2014 to 2017 and as Senior Vice President, Global Consumer from 2008 to 2014. Any additional directorships resulting from an In connection with his appointment, Mr.Singh Unlock full sales materials and reports. included in the Original Filing. ClassA common stock or ClassB common stock. qualifying termination of employment or certain transactions. US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. Prior to joining Ares in 2006, he was a member of the General Industries West Weighting, Building Products Segment Target Adjusted Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. Age : 51. Unless the administrator determines otherwise, or as otherwise provided in the applicable award agreement, if a participants employment Kissner is a leading pure-play producer and supplier of salt inNorth America. 21-cv-01067. Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. were paid reverts back to the company. finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as a senior executive of large global manufacturing "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. stockholders or a majority of the directors designated by the Sponsors; terminating the employment of our Chief Executive Officer or hiring or designating a new Chief Executive Officer; entering into any transactions, agreements, arrangements or payments with either of the Sponsors or any other 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. 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 The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the the University of Iowa. governance committee is to assist our board of directors in discharging its responsibilities relating to (1)identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of The fact that a director may own our capital stock is not, by itself, considered a material A Strategic Transaction for this purpose is any All rights reserved. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the interests held by the Sponsors. January26, 2021. She most recently served as IT Director at the J.M. in Industrial Engineering from Iowa State University and an M.S. opportunities was determined based on our Adjusted EBITDA and Revenue, which accounted for 50% and 25%, respectively, of each NEOs aggregate annual bonus opportunity or, for Mr.Ochoa, the Adjusted EBITDA and Revenue of each of the Bway, which makes both plastic and metal rigid containers has 25 . Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. CFA charterholder. awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. The NEOs also agreed to covenants assigning us rights to intellectual property. Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . Mr.Ochoa joined us in July 2017. Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas 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 Profits Interests that were unvested at the time of our IPO were exchanged for risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. 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 Pursuant to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of 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 Chair IPO Award was granted on the completion of our IPO. In the event of 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. "We are excited to move to the next stage of Stone . Douglas W. Stotlar Director. He joined OTPP in 2013 and has worked in private equity for more than 15 years. 2016. As per our records, the last return (form 5500-SF) was filed for year 2019. . (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 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. The NEOs participate in a variety of insurance plans, including medical and dental welfare benefits on the same basis as Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. Stone Canyon Industries LLC filed as a Foreign in the State of California on Tuesday, August 19, 2014 and is approximately nine years old, as recorded in documents filed with California Secretary of State.A corporate filing is called a foreign filing when an existing corporate entity files in a state other than the state they originally filed in. Contacts. Additionally, all unvested time vested Profits Interests were eligible to vest upon a termination of employment without Cause or for Good Reason within 12 months following the occurrence of a Strategic Transaction. YESNO. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. Eligibility; Limits on Compensation to Non-Employee Directors. The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. 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 Each member of the nominating and corporate governance committee is an independent director. 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 designated to the board of directors by the respective Sponsor. described under Post-IPO CompensationProfits Interests Conversion below. approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. 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April 2
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