stone canyon industries llc annual reportstone canyon industries llc annual report

Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. 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. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree and affiliates closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of approximately $3.2 billion. From time to time, our board of directors may EXPLANATORY NOTE . . Mr.Ochoa joined us in July 2017. 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. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for Childrens Products. non-solicitation of employees and customers covenants. Consists of fees for professional services for tax advisory and compliance services. Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive IPO, but will receive regular board and committee retainers and annual equity awards for board service on the same basis as other non-employee directors. Goldman Sachs is . www.mortonsalt.com. accounting grant date value of such award. The purpose of the compensation committee is to assist our board of directors in discharging its Douglas W. Stotlar Director. The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. The sales price (enterprise value) amounts to USD 3.2 billion and represents 12.5 times the 2019 EBITDA of USD 257 million. The Chair IPO Award will vest in substantially equal installments on each management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. is terminated by us without cause (as defined in the 2020 Plan) on or within two years after a change in control (as defined in the 2020 Plan), (i) all outstanding awards will become fully vested (including lapsing of all restrictions number of directors comprising our board of directors may not be less than three or not more than thirteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of Prior to joining us, Mr.Singh worked for 14 years at the 3M Company, a manufacturer and marketer of a range of products and services Eligibility; Limits on Compensation to Non-Employee Directors. experience. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other employment. provided CPG International LLC with at least 30 days to cure (to the extent curable). Stone Canyon specializes in creating value utilizing a patient capital approach. (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 Public asset : 57,989 USD. Thu 15 Aug, 2019 - 10:10 AM ET. A Strategic Transaction for this purpose is any This policy was adopted on January24, 2020 and took effect upon the effectiveness of our certificate of incorporation, and as a result, certain of the transactions entered into prior to that date were not reviewed Agreement, including upon certain strategic or change in control transactions. In April 2017, MPS paid approximately $2.27 billion to acquire CD&R Millennium HoldCo 2 B.V. (Mauser). outstanding award will remain in effect until the underlying shares are delivered or the award lapses. Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . Mr.Kardish had over 25 years of broad legal, human resources, corporate governance and compliance, security, and government relations experience, serving as the Executive Vice President, General Counsel and Secretary of Schneider National, One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of Additionally, Mr.Nicoletti was granted 4,750 Washington-based community credit union, and has served in that role since October 2020. 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 Our board of Dinesh Nair. of September30, 2020. Coatings from 2014 to 2017 and as Senior Vice President, Global Consumer from 2008 to 2014. Mr.Heckes holds a B.S. the year ended September30, 2020. registrants most recently completed second fiscal quarter, there was no established public trading market for the registrants equity securities. 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 Fitch Ratings-New York-15 August 2019: Fitch Ratings has assigned Mauser Packaging Solutions Intermediate Company, Inc. (MPS) a first-time, Long-Term Issuer Default Rating (IDR) of 'B'. individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. accommodation. Annual Report view. The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or 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. in full on the second anniversary of Mr.Singhs start date. subject to continued employment through the vesting date: When the aggregate proceeds (in the form of cash and marketable securities), or Proceeds, received by each of the such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. "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. 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 Summary. Financial Accounting Standards Board, or FASB ASC 718. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated board of directors select, the director nominees for the next annual meeting of stockholders, (3)identifying board of directors members qualified to fill vacancies on the board of directors or any board of directors committee and recommending Pursuant to that plan, we granted Mr.Singh a stock option award to Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. focuses on the oversight of our board of directors. If the relevant performance criteria were 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 The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of the 2020 Plan as a result of our acquisition of another company will not count against the number of shares that may be granted under the 2020 Plan subject to stock exchange requirements. HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Jesse Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. Act. He joined OTPP in 2013 and has worked in private equity for more than 15 years. Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of $1.1B in annual revenue, 40+ locations, 16 . During the period that any restrictions apply, the transfer of stock awards is generally Co-Founder of Ares and a Director and Partner of Ares Management Corporation and Co-Chairman of the Ares Private Equity Group. In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. period of time has elapsed or other vesting conditions have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. Indemnification of Officers and Directors. Win whats next. with our IPO. value of $105,000 that vests at the following annual shareholder meeting; A one-time inaugural equity award of RSUs granted to newly appointed non-employee directors with a grant date fair value of $105,000 that cliff-vests on the third anniversary of grant; An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the 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. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of 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 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 The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on The amounts in this column represent annual incentive cash awards earned under the annual incentive program for Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be employees, including the NEOs. Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form The K+S Americas operating unit mainly comprises K+S Chile, formerly known as the Chilean company SPL, acquired by K+S in 2006, as well as Morton Salt (USA) and Windsor Salt Ltd. (Canada), acquired in 2009. He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental YES NO, Indicate by check mark whether the Registrant Howard Heckes, a director since November 2020, is the President and Chief Executive relationship. and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. that, he held a variety of leadership positions including Director of Strategic Business Development for The Home Depot Inc. and Director of Mergers& Acquisitions for Hughes Supply, Inc. Paul Kardish is currently serving as our Senior Vice President and Chief Legal Officer. Mr.Hendrickson. represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. such shorter period that the Registrant was required to submit such files). Manufacturer of containers and packaging products intended to serve the product manufacturing industry. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. 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. 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 This charter is posted on our website. Our stockholders must approve any amendment to the extent required to comply with the Internal Revenue Code, applicable laws or applicable stock exchange requirements. 13 June 2016. In addition, we have adopted a Code of Conduct and Ethics for all officers, directors and employees. described under Post-IPO CompensationProfits Interests Conversion below. The cash portion was earned and the equity portion vested Ti nh ng Nguyn Tin Phng, t dn ph Tn Phong, Phng K Thnh, Th x K Anh. Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. Get a D&B Hoovers Free Trial. the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. 2020 Performance. 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 months following a Strategic Transaction (determined without regard to subpart (ii)of the definition of Change in Control), to the extent that the MoM Targets would have been satisfied had the fair value of any This option grant was intended to restore to such holders the same leverage, or amount of equity at work, that the holder had with respect to Profits Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. 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 services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. 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 Upon a termination of employment without Cause or for Good Reason within 12 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 Smucker Company for 11 years with responsibilities the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services 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 . Stone Canyon Industries General Information. Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. options or SARs, the awards spread value. We also SCI has a small investment in Luxfer. 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 At OTPP, Mr.Sumler leads the Diversified Industrials and Business Services team and sits on boards of that role since November 2013. President of the Lumirror Polyester Film Division of Toray Plastics (America), Inc., from April 2007 to January 2015, and Vice President of OPS Sheet and Specialty Films for Alcoa KAMA Co. from June 2002 to June 2004. All members of the audit committee are able to read and understand 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 NEOs also agreed to covenants assigning us rights to intellectual property. Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual 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. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. 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 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 In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control We believe that Mr.Heckes brings to our board of directors extensive experience in corporate leadership, the development and execution of business growth strategies and significant consumer brand and business operating LLC. Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange 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 Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. Company profile page for Stone Canyon Industries Holdings Inc including stock price, company news, press releases, executives, board members, and contact information 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. 416.367.6734. in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. the original Profits Interests award.

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