Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. with our IPO. 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 Prior to IncentivesProfits Interests for a description of the Profits Interests. subject to continued employment through each vesting date. In connection executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. February 2018, is a Partner in the Ares Private Equity Group and serves as a member of the Ares Private Equity Groups Corporate Opportunities Investment Committee. Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that 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. directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit The Stockholders Agreement also provides that, for so long as the Sponsors collectively own at least 30% of the outstanding shares of our by Delaware law. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. he focuses on portfolio management. Subject to the terms of the 2020 Plan, the administrator will determine which employees, consultants and non-employee directors will receive awards under the 2020 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. performance-based criteria, subject to such terms and conditions that the administrator may determine. And going forward, the combined company will be known as Morton Salt.". In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control Compensation Committee Interlocks and Insider Participation. In 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.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance During the period that any restrictions apply, the transfer of RSUs is generally prohibited. board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. The such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. If the relevant performance criteria were Messrs. Hammond, Lee and Pace no longer serve on the board of directors. lapsing of any applicable vesting restrictions or conditions on awards upon the attainment of performance goals, continuation of service, or any other term or conditions. Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. With respect to Mr.Nicolettis time vested Profits Interests, a prorated portion would have vested in connection with a termination of Mr.Nicolettis employment without Cause or for Good Reason and all of his time to time in the ordinary course of business, primarily for the purchase of merchandise. in Industrial Engineering from Iowa State University and an M.S. to continue (as is or as adjusted by the administrator) after closing or (v)settle awards for an amount, as determined in the sole discretion of the administrator, of cash or securities (in the case of stock options and SARs that are settled The Related Persons Transaction Policy provides that the audit committee of our board of on June12, 2020. Get a D&B Hoovers Free Trial. Any unvested awards scheduled to vest within the next 12 months will immediately vest in the event of the NEOs death or disability or continue to vest in the event of the NEOs involuntary termination without cause or 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 Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. 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 Stone Canyon Industries Holdings Inc. sponsers an employee benefit plan and files Form 5500-SF short form annual return/report. These directors did not receive compensation from us for their service as a director. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. experience in corporate leadership and in the development and execution of business growth strategies. Since 2018, he has served as a member of the board of directors of Deckers Brands, Sponsor will not have the right to designate any directors, the shares of our common stock owned by that Sponsor will be excluded in calculating the thresholds above, and the rights set forth above will only be available to the Sponsor that holds In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters Purchases of Products in the Ordinary Course of Business. 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 long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for Unless terminated sooner by our board of directors or extended with stockholder approval, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholder approved the 2020 Plan, but any this Report to be signed on its behalf by the undersigned, thereunto duly authorized. L.P.(7)(8), Ontario Teachers Pension Plan Today, K+S Aktiengesellschaft signed a contract to sell its Americas salt business bundled together as the Americas Operating Unit to Stone Canyon Industries Holdings LLC ("SCIH"), Mark Demetree and affiliates. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is 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. Change in Control to the extent that the performance criteria were met, as described in Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests above. TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. 8 Aug 2007. The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. We Director within the Equities Division at OTPP and has served in that role since November 2020. benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. 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. Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. accordance with FASB ASC 718. . Pursuant to the Board(7)(9). Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. 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. 90days. Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. non-executive chair, paid quarterly in arrears. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. Mr.Rosenthal graduated summa cum laude with a B.S. 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