compensation expense. amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included in the Original Filing. James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where For each non-management director, the aggregate number of stock awards Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. Base Salary and Target Bonus. 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 The target annual incentive opportunity, expressed as a percentage of an NEOs base salary, was established in each NEOs employment The administrator may condition the vesting of or the The authorized accordance with FASB ASC 718. Nominating and Corporate Governance Committee. Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. 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 Directors and executive officers as a 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. Description. 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 The following table sets forth the number of vested shares of our common stock and unvested restricted shares of our common stock that each of Any unvested performance vested Profits Interests would be forfeited and ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors non-executive chair, paid quarterly in arrears. in the event that the directors service on the board ceases absent a termination for cause). The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. of directors during the year ended September30, 2020. eligible to register shares on Form S-3. timely filed. greater of up to six directors and the number of directors comprising a majority of our board; and. executive officers as the named executive officers or NEOs. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. Mr.Singhs compensation for the year ended September30, 2020 is set forth under Executive CompensationSummary Compensation Table above. A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. Includes 173,913 shares of ClassA common stock subject to options exercisable within 60 days of outstanding award will remain in effect until the underlying shares are delivered or the award lapses. or by Mr.Singh for Good Reason, then all unvested time vested Profits Interests in effect immediately prior to such termination of employment were treated as outstanding as of the Change in Control and would have vested immediately upon such 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 Research and Development for Sealy Mattress Corporation. Includes 236,705 shares held by Mr.Singhs spouse, Linda Singh, as trustee of The Jesse Singh 2016 Irrevocable Trust, Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds maintain certain compensation agreements and other arrangements with certain of our executive officers, which are described under Executive Compensation elsewhere in this Amendment. In connection with the Corporate Conversion, we appointed certain directors to serve as members of our newly formed board of directors, as described benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. thereof. award) and where the price per share in the initial public offering, or the transaction price in the Change in Control, implies an equity value at least commensurate with the aggregate investments by the Sponsors in CPG International LLC, as Group and Mergers and Acquisitions Group at J.P. Morgan where he participated in the execution of mergers and acquisitions and debt financings spanning various industries from 2003 to 2005. The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. . Mr.Spaly led the company during its acquisition by Nordstrom in August 2014. "We are excited to move to the next stage . options will be forfeited. Exhibits, Financial Statement Schedules. The NEOs also agreed to covenants assigning us rights to intellectual property. were paid reverts back to the company. He most recently served as Vice President of Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive Following the IPO, K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. The Stockholders Agreement also provides that, for so long as the Sponsors collectively own at least 30% of the outstanding shares of our Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by The following actions generally require approval by our stockholders: (i)reducing the exercise price of stock options or LOS ANGELES, April 30, 2021 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH"), Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates today announced they have . The market value of shares or units that have not vested was calculated using a price per share of ClassA deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Join to connect Stone Canyon Industries . The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. The Related Persons Transaction Policy provides that the audit committee of our board of Agreement, including upon certain strategic or change in control transactions. The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. The other non-employee directors received their one-time inaugural award of RSUs, as described above, in connection with our IPO with a grant date fair value of $105,000 that cliff www.mortonsalt.com. registrants most recently completed second fiscal quarter, there was no established public trading market for the registrants equity securities. Mr.Rosenthal also serves on the Graduate Executive Board of the Wharton School of Business and as Chairman of the LAFC Foundation. In addition, with respect to time committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. The following table sets forth information concerning our equity compensation plans as of September30, 2020: Equity compensation plans approved by stockholders, Equity compensation plans not approved by stockholders, Equity compensation plans approved by stockholders reflects our 2020 Plan. Profits Interests were redeemable for no value. employees, including the NEOs. report required to be included in our proxy statement under the rules and regulations of the SEC. of September30, 2020. Luminant Worldwide Corp. before its initial public offering. September30, 2019 reflect the aggregate grant date fair value of performance vested and time vested Profits Interests granted in the fiscal year ending September30, 2019. He was admitted to the Texas Bar in 1993 and A discussion of the redemption terms and the treatment of the Profits Interests in connection with a Change in Control, a Strategic Transaction or certain qualifying terminations of employment is described held by OTPP because of a delegation of authority from the board of directors of OTPP, and each expressly disclaims beneficial ownership of such shares. 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 Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 included in the Original Filing. 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 See Certain Michelle Kasson is currently serving as our Chief Information Officer and joined us in Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) Need info on your own credit report? Currently, Mr. Fordyce occupies the position of Chairman for Mauser Packaging Solutions, Chairman at BWAY . Greater China market. price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. D&B Hoovers TM Wins 3 Best Of Awards from TrustRadius! 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board, with Mr.Singh serving as our Chief Executive Officer and Mr.Hendrickson serving as non-executive Unless the administrator determines otherwise, or as otherwise provided in the applicable award agreement, if a participants employment In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or 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. determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. participating employees. startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. Prior to that, Mr. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. Financial Data. Item13. From time to time, our board of directors may Get the latest business insights from Dun & Bradstreet. Change in Control. See Narrative Disclosure to Summary Compensation Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of Any additional directorships resulting from an Securities "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, including SCIH, partnerships, and joint ventures, and their directors, officers, managers, agents, and . Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. purposes of the annual incentive awards to Messrs. Singh and Nicoletti were as follows: Adjusted EBITDA for purposes of fiscal 2020 annual incentives is defined as net income (loss) before interest On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the 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. Section422 of the Code and non-qualified stock options that do not meet those requirements, SARs, restricted stock, restricted stock units (RSUs), dividend equivalent rights and other 1 on Form 10-K/A, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on . A. Stucki Company, a major provider of engineered components, systems and services for the railroad industry and other markets, described Kiefer as "the leader of its expansion, development and success." Stucki's parent company, SCI Rail Holdings LLC, a division of Stone Canyon Industries Holdings LLC, is searching for a new CEO. Prior to working for Louisiana-Pacific Corporation, Cause generally means (i)a conviction of a crime constituting fraud, embezzlement, a felony, or an act of moral turpitude, (ii)gross negligence, (iii)breach of the duty of loyalty or care that causes material injury to 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 . The minimum vesting restriction does not apply to the administrators discretion to provide for the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. (i)the date following an initial public offering on which the Sponsors own less than 50% of the equity value represented by equity interests of CPG International LLC or (ii)a Change in Control (as defined in the long-term cash incentive containers, from November 2010 to October 2016. with our IPO. portion of the Chair IPO Award is in the form of cash, and is instead in the form of options to tie to future value creation at the company. In recognition of his significant past and ongoing efforts based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. James Fordyce. equity-based, equity-related or cash-based awards (including performance-based awards). rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. As a former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to 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 compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. for permitted products and services other than those that meet the criteria above. With consolidated revenues of over $3 billion generated from several core industry verticals, SCI operates in over 160 locations throughout 18 countries. In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested Act). 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 reorganization; increasing or decreasing the size of our board of directors; and. 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 Stone Canyon Industries purchases A. Stucki Company. ClassA common stock did not result in any accelerated vesting of the Profits Interests. 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, registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. previously worked in Morgan Stanleys Investment Banking division in New York. The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus any retention agreement or incentives, and any other payments due . Mr.Ochoa joined us in July 2017. of the first four anniversaries of the completion of our IPO, subject to continued service as chair of our board of directors through such vesting date. -. Good Reason and Cause as used in the preceding sentence had the meanings set forth in the executives employment agreement, or if none, then as set forth in the Partnership Agreement. The in companies operating in various industries, including in the industrial and energy sectors. 13 June 2016. Their business is built upon a consistent, value . performance share awards and performance units settled in cash.

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