Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. -. (877)275-2935. corporate governance standards of the NYSE, a director employed by us cannot be deemed an independent director, and each other director will qualify as independent only if our board of directors affirmatively determines that All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. The purpose of the nominating and corporate The administrator has the authority to interpret the 2020 Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the 2020 Plan or any awards granted under the 2020 Plan (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 he focuses on portfolio management. From 2015 to 2018, Ms.Chima served on the board of Global Sources Ltd., a Bermuda business-to-business media company with a focus on the except as provided below, for so long as the Sponsors collectively own less than 50% of the outstanding shares of Directors and executive officers as a Dividend filer, smaller reporting company, or an emerging growth company. ServiceWorks Inc., Serta Simmons Bedding, LLC and Aethon Energy Management LLC. These amounts do not reflect new equity awards granted in the fiscal year. deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of The administrator will determine the terms and conditions of dividend equivalent rights; however, in no event will such dividend equivalent rights be paid unless and until the award to which they relate vests. 90days. Prior to that, Ms.Kasson held a variety of information technology roles at Procter and Gamble, from May 1992 to October 2008. Profits Interests that were unvested at the time of our IPO were exchanged for 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 13 June 2016. bonus in the amount of $250,000, a prorated portion of which was subject to repayment if Mr.Ochoa voluntarily terminated his employment with CPG International LLC, or if CPG International LLC terminated Mr.Ochoas employment for Eligibility; Limits on Compensation to Non-Employee Directors. 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 containers, from November 2010 to October 2016. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. 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 statement. As per our records, the last return (form 5500-SF) was filed for year 2019. . Since 2018, he has served as a member of the board of directors of Deckers Brands, The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an may be, subject thereto and that any stock options or SARs not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control, (iii)modify the Michelle Kasson is currently serving as our Chief Information Officer and joined us in 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 The proposed Final Judgment, filed at the same time as the . Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be thereof. This charter is posted on our website. 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 on the grant date. for Profits Interests was granted options to purchase shares of ClassA common stock. Smucker Company for 11 years with responsibilities SCIH was founded by Co-CEOsAdam CohnandJames Fordyce. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of We believe that Mr.Leemrijses extensive experience in the financial industry as well as the management of private equity in particular and his experience as a director of other public and conditions), and, as applicable, exercisable, with any outstanding performance-based awards deemed earned at target performance and (ii)any shares deliverable pursuant to RSUs will be delivered promptly following the termination. with us under certain circumstances or upon certain transactions, as described below. direct to consumers through digital channels. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. ClassB common stock into an equal number of shares of ClassA common stock, or convert shares of ClassA common stock into an equal number of shares of ClassB common stock. In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event The department said that without . accounting grant date value of such award. control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. Mr.Hirshorn holds a B.S. 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 Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused reorganization; increasing or decreasing the size of our board of directors; and. We have determined beneficial ownership in accordance with the rules of the SEC. January26, 2021. Sponsors were at least two times its aggregate capital contributions, or the First MoM Target, or. The manager of Ares IV is ACOF Performance between levels is generally interpolated on a straight-line basis. ClassA common stock or ClassB common stock. She most recently served as IT Director at the J.M. ClassB common stock beneficially owned (including restricted shares of ClassA common stock) and (ii)shares issuable upon exercise of options to purchase shares of ClassA common stock that are vested or will vest within 60 Sponsors to our board of directors. Our board of directors directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. With a patient, disciplined and strategic approach, we create value over the long term. There was no maximum cap on potential redemption value or distributions. Win whats next. The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. means (i)commission of an act which constitutes common law fraud or embezzlement, (ii)indictment, conviction or plea of guilty or nolo contendere to a felony or crime involving moral turpitude, (iii)commission of any From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and such shorter period that the Registrant was required to submit such files). Outstanding Equity Awards at 2020 Fiscal Year-End. 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 Prior to that, among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will IRR that is equal to or greater than 30%. common stock of $34.81, which was the closing price on September30, 2020. Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. Any unvested performance vested Profits Interests would be forfeited and Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the The unvested options have the same time-vesting conditions as We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. year ended September30, 2020. If the administrator In Related Stockholder Matters. Act. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. transaction, (iii)shares delivered in lieu of fully vested cash awards, (iv)awards to non-employee directors that vest on the earlier of the one-year Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. Other than with respect to the information contained herein with respect to Part III below, this Amendment Mr.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. Chairman of the Board. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. 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 Pursuant to that plan, we granted Mr.Singh a stock option award to The table above does not reflect (i)shares of / Stone Canyon Industries LLC; Stone Canyon Industries LLC. 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