Does not include outstanding RSUs which do not have an exercise price. 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 Mr.Gentile 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. Mr.Hendrickson. Thu 15 Aug, 2019 - 10:10 AM ET. Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. If the administrator Change in Control. As discussed in Certain Relationships and Related Transactions, and Director Pursuant to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of options or SARs, the awards spread value. solutions to U.S. middle market companies and power generation projects. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. Mr.Singh, the sum of two times his base salary and one times his target annual bonus, payable in equal monthly installments for 18 months following termination; for Mr.Nicoletti, continued base salary for 12 months following termination; Morton has more than 3,500 employees located in the U.S. and worldwide. 1 on Form 10-K/A, or this Amendment, to our Annual Report on 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. Jonathan Skelly is currently serving as our Senior 0:00. the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. Also, financial institutions such as banks, credit unions . Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. applied to the Profits Interests. financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. Corp. or, following the Corporate Conversion, on our board of directors, during the year ended September30, 2020 by the directors who were not also NEOs. 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 EXPLANATORY NOTE . policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. As amended, the portion of the long-term cash incentive that was time vested as of the completion of our IPO was paid as soon as practicable after the IPO. 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. James H. Fordyce is an entrepreneur and businessperson who founded Stone Canyon Industries LLC, Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC and who has been the head of 13 different companies. The grant date fair value of the Profits Interests was computed in The performance conditions 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 Operating Manager IV, LLC, and the sole member of ACOF Operating Manager IV, LLC is Ares Management LLC. A Strategic Transaction for this purpose is any the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. Half of the performance vested Profits Interests vested upon the achievement of one of the following events Section16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our outstanding 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 the University of Iowa. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. 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. equivalent rights entitle the grantee to receive amounts equal to all or any of the ordinary cash dividends that are paid on the shares underlying a grant while the grant is outstanding. not met as of the earlier of a Change in Control and the tenth anniversary of the grant date, any unvested performance vested Profits Interests were forfeited and cancelled. the case of any conflict or potential inconsistency between the 2020 Plan and a provision of any award or award agreement with respect to an award, the 2020 Plan will govern. Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. Mr.Ochoas individual performance was assessed based on his Previously, he was Senior Executive Vice President of Finance, Operations, A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain The percentage ownership information shown in the table is She most recently served as IT Director at the J.M. Stone Canyon Industries is a global industrial holding company. Founder of Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC, Adam L. Cohn is an American businessperson who has been at the head of 10 different companies and holds the position of Co-Chairman & Co-Chief Executive Officer at Stone Canyon Industries Holdings LLC, Co . 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 deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. 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 Iceand SCI Rail. to file reports pursuant to Section13 or 15(d) of the Act. The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. The Profits Interests granted to each of the NEOs in connection with his the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for Outstanding Equity Awards at 2020 Fiscal Year-End. 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 than those of the other two classes. 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. All rights reserved. We offer reimbursement for physicals to certain of our the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or Time vested Profits Interests generally vested ratably over five years from the vesting commencement date, Benefits. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. We currently do not expect that Mr.Hendrickson will receive any additional compensation in future years for his service as non-executive chair outside of the regular annual director compensation program. Additionally, certain time vested Profits Interests that were scheduled to vest within a period of with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. 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 Contact Email info@stonecanyonllc.com. See Narrative Disclosure to Summary Compensation Accordingly, the amounts Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the administrator Co-Founder, Co-Chief Executive Officer, & Co-Chairman of the Board of Managers, Co-Founder, Co-Chief Executive Officer & Co-Chairman of the Board of Managers, Youre viewing 5 of 23 investments and acquisitions. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. performance share awards and performance units settled in cash. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. We have determined beneficial ownership in accordance with the rules of the SEC. Check out these reports. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to Sponsors to our board of directors. www.mortonsalt.com. We also 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. the unvested options vest in equal installments on July17, 2021 and 2022. The cash portion was earned and the equity portion vested the vesting and settlement of outstanding RSUs as of September30, 2020. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under more details. Ares in 1998 from Merrill Lynch& Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. 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 options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. Get a D&B Hoovers Free Trial. Mr.Hirshorn served as an Operating Advisor for Ares from 2009 to 2013. Need info on your own credit report? He served as a Managing Director in the global Leveraged Finance Group favor the! Such as banks, credit unions generation projects not include outstanding RSUs which do not have an exercise price Section13. Accordance with the rules of the performance Vesting Condition as described above Advisor for ares from 2009 to.... 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