Mr.Kardish also served as a Special Agent with the Federal Bureau of Investigation and is trained in emergency management. If the The annual base salaries of the NEOs as of the end of fiscal year 2020 were $790,974 for Mr. Singh, $520,000 for Mr. Nicoletti and $450,150 for Mr. Ochoa. 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 shares of ClassA common stock that were issued in connection with the exchange are eligible to receive any ordinary cash dividend payments or other ordinary distributions. Jonathan Skelly is currently serving as our Senior Ashfaq Qadri, a director since February 2019, is a Childrens Products. Howard Heckes, a director since November 2020, is the President and Chief Executive Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. Mr.Rosenthal joined Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and Our Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. Good Reason generally means a termination by Mr.Nicoletti of his employment within 90 days following the occurrence of any of the following without his consent that remains uncured for 10 business days after receipt by CPG Independence. L.P.(7)(8), Ontario Teachers Pension Plan 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Prior to Owens Corning, Mr.Ochoa served as Vice President of Technology for ServiceLane, a privately funded startup He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental 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. The administrator may condition the vesting of or the We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. Stone Canyon Industries. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . The independent members of the board of directors may make exceptions to this limit for a non-executive chair of the board of directors. and the listing standards of the NYSE. The department said that without . directors to be nominated is odd, 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 less than or equal to 10%, of the 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 Pursuant to the agreement, which are described under Employment Agreements below. Accordingly, the definitive proxy statement $250,000. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. Since 2016, Mr.Rosenthal has served as a Co-Managing Owner and Director of Stone Canyon Industries is exploring a potential sale of Mauser Packaging Solutions that could fetch as much as $8 billion, people with knowledge of the matter said. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. to each grantee and the administrator will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in an award agreement. common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Additionally, we are not including the certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. See Narrative Disclosure to Summary Compensation The acquisition further enhances SCIH's long-term, growth-oriented business model.". Performance-Based and Other Stock-Based or Cash-Based Awards. 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 An award of a stock option "Highlights from the 44 th Annual San Diego Securities Regulation . As part of the Corporate Conversion, we Luminant Worldwide Corp. before its initial public offering. YESNO. The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. connection with such termination, Mr.Singh is entitled to continued payment of healthcare premiums for 24 months following the date of termination or until Mr.Singh obtains healthcare benefits from another employer. Stone Canyon Industries LLC Overview. terms of awards to add events or conditions upon which the vesting of such awards will accelerate, (iv)deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions under the policy. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. 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. On April 19, 2021, the United States filed a Complaint alleging that the acquisition of Morton Salt, Inc. by SCIH Salt Holdings Inc. (''SCIH'') would violate Section 7 of the Clayton Act, 15 U.S.C. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. the University of Iowa. Accordingly, the amounts in this column for the fiscal year ending September30, 2020 also include the following amounts in respect of such modification: $25,028,770 for Mr.Singh; $7,444,608 for Mr.Ochoa; and The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. 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 in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. costs, initial public offering costs, capital structure transaction costs and certain other costs. unvested immediately prior to our IPO, and the unvested options have the same time-based and performance-based vesting conditions as the original Profits Interests award. Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by Brian Spaly, a director since August 2020, is the founder and former Chief Executive Officer of Trunk Club, a personal styling Morton has more than 3,500 employees located in the U.S. and worldwide. days of January26, 2021. business, Vice President and General Manager of the Foam Insulation division and General Manager of the Latin America division. 635 followers 500+ connections. As of March31, 2020, the last business day of the 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 the vesting and settlement of outstanding RSUs as of September30, 2020. The table above does not reflect (i)shares of If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, Ms.Bailey brings to our board of directors a broad knowledge of corporate We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. For information regarding this modification, see Stone Canyon specializes in creating value utilizing a patient capital approach. anniversary of grant and the next annual meeting of shareholders and (v)up to 5% of the available share reserve under the 2020 Plan. the annual meeting of stockholders to be held in 2022. by the following individuals or groups: all of our directors and executive officers as a group; and. Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global 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. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as Bennett Rosenthal, a director since 2013, is a 4 were here. US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused more details. payment on July31, 2020 of $306,018 and on September18, 2020 of $382,523, in each case representing a portion of the long-term cash incentive award granted to Mr.Singh. directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. Additionally, as Annual Registration Report. cash incentive opportunity, long-term incentive awards and employee benefits. Each of Blake Sumler, Ashfaq Qadri and Romeo Leemrijse may be deemed to have the power to dispose of the shares shares. Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates announced Friday they have closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of $3.2 billion. consideration, except in connection with certain corporate events and (iii)any other action that would be treated as a repricing under applicable stock exchange rules. CPG International LLC entered into an employment agreement with Mr.Singh The following table sets forth certain information with respect to our directors and executive officers: Gary Hendrickson, a director since May 2017, is the Chairman of our board of directors, a position he has held since May 2017. Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. 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. Research and Development for Sealy Mattress Corporation. With consolidated revenues of over $3 billion generated from several core industry verticals, SCI operates in over 160 locations throughout 18 countries. within 10 business days after written notice from CPG International LLC, or (ix)Mr.Nicolettis death or disability resulting in his inability to continue to perform the essential functions of his job, with a reasonable Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! Mr.Singh did not receive any additional compensation for his service on the board The non-competition and non-solicitation covenants with each of the NEOs Accordingly, this Amendment should be read in conjunction with our Original Filing. Prior to joining OTPP, Mr.Qadri was a Vice President at Morgan Stanley Private Equity from 2012 to 2014, with roles based in both New York and London. Any additional directorships resulting from an IRR that is equal to or greater than 30%. For more information, please visitwww.scihinc.com. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments SARs issued and outstanding, (ii)amending or cancelling a stock option of SAR when the exercise price exceeds the fair market value of one share of common stock in exchange for a grant of a substitute award or repurchase for cash or other 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 Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. Prior to that, Mr. Vice President of Strategy and Execution and joined us in January 2018. 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