Potential Payments Upon Termination, Change In Control or Strategic Transaction. amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. We maintain a tax-qualified defined contribution plan, the AZEK Company 401k Plan, in which all employees may contribute up to 100% of his or her salary, subject to Internal Revenue Code limits. 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. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments The annual meeting of K12 Inc. stockholders will be held at the offices of Latham & Watkins, LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 on Thursday, December 15, 2016 at 10 AM (ET). percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. On a termination for any reason, each NEO is entitled to payment of accrued but unpaid base salary and vacation. Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. Narrative Disclosure to Summary Compensation Table. Securities Profits Interests. the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for Our board of directors regularly reviews information regarding our credit, liquidity and He holds a bachelors degree in social work/psychology from Juniata College, a juris doctor from Gonzaga University School of Law and a master of laws degree from New York University School of Law. Get a D&B Hoovers Free Trial. 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 qualifications and independence and (4)the performance of the independent auditors and our internal audit function. Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. Employee We refer to all of the foregoing entities 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. 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 . Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Previously, he was Senior Executive Vice President of Finance, Operations, For each non-management director, the aggregate number of stock awards compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. Profits Interests that were unvested at the time of our IPO were exchanged for The remaining 50% of the performance vested Profits Interests vested upon the achievement of one of the following During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. and (ii)the remaining 50% of such unvested portion will be eligible to vest upon achievement of the performance-based vesting conditions applicable to the restricted shares into which outstanding Profits Interests were exchanged. 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 Sponsors to our board of directors. K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. Join to connect Stone Canyon Industries . Each member of the compensation deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. Our Board of Directors may also grant awards under Officer of Louisiana-Pacific Corporation, a leading manufacturer of engineered wood building products for residential, industrial and light commercial construction, from December 2011 to July 2018. 18. he focuses on portfolio management. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either serve as a director on our board. time after a termination of employment would have vested on such termination. shares. Time vested Profits Interests generally vested ratably over five years from the vesting commencement date, Michael Salvator Current Workplace. approval. As you can see from these two examples, the due dates and filing frequency can . participating employees. / Stone Canyon Industries LLC; Stone Canyon Industries LLC. All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or Following the IPO, 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 Weighting, Building Products Segment Target Adjusted Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. 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 . Luminant Worldwide Corp. before its initial public offering. Contacts. collectively as the Ares Entities. 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 Mr.Ochoas individual performance was assessed based on his Management Committee. A Strategic Transaction for this purpose is any 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 directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice 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. financial risks. compensation and oversight of the work of our independent registered public accounting firm. Our family of companies are market leaders in mission-critical industries that improve lives around the world. The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. Nominating and Corporate Governance Committee. Mr.Rosenthal graduated summa cum laude with a B.S. benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . experience. that role since November 2013. Benefits. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. In connection with his appointment, Mr.Ochoa received a one-time cash Call (844) . SCIH will divest its US Salt subsidiary, based in Watkins Glen, New York, as part of an agreement with the U.S. Department of Justice to proceed with the acquisition. other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. year ended September30, 2020. (iii)relocation by more than 50 miles. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. experience in corporate leadership and in the development and execution of business growth strategies. We strive for sustainability because we are deeply committed to our responsibilities towards people, the environment, communities, and the economy in the regions in which we operate. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, date. agreement, which are described under Employment Agreements below. In addition, we have entered into indemnification agreements with each of our directors and executive officers. 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 leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading We Stone Canyon Industries. which the incentive stock options are exercisable for the first time does not exceed $100,000. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. Group and Mergers and Acquisitions Group at J.P. Morgan where he participated in the execution of mergers and acquisitions and debt financings spanning various industries from 2003 to 2005. election to our board of directors as follows: for so long as the Sponsors collectively own 50% or more of the outstanding shares of our common stock, the To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. to file reports pursuant to Section13 or 15(d) of the Act. Get the latest business insights from Dun & Bradstreet. Cng Ty TNHH Hnh Hng. 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 He also serves as a member of the Board of Directors for the American Red in January 2020. Childrens Products. 2009, Mr.Spaly was the founder of Bonobos, a mens clothing company famous for the best-fitting pants on earth, which was acquired by Walmart in July 2017. For more information regarding the compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors The term of a stock option may not exceed 10 years from the date of grant. If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to The administrator will issue a certificate in respect to the shares cash or freely tradable and marketable securities. . 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 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. Consists of fees for professional services for tax advisory and compliance services. Board(7)(9). The table above does not reflect (i)shares of Check out these reports. The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. Mr.Gentile has over 20 years of professional operations experience and most recently served as the Vice President of Manufacturing and Logistics at Overhead Door Corporation, a manufacturer of doors and openers, from April 2009 to November 2016. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. The Audit Committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences. granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. <! Mr.Heckes holds a B.S. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. the approval of such Sponsor, and the shares of common stock owned by such Sponsor will be excluded in calculating the 30% threshold: merging or consolidating with or into any other entity, or transferring all or substantially all of our assets, 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. 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 AG from 2019 to 2020. as Chief Information Officer at FOX Networks Group from 2017 to 2019, as Chief Information Officer at Burberry Group plc from 2015 to 2017, as Chief Information Officer, Asia at Walmart Inc. from resignation for good reason, subject to compliance with any applicable restrictive covenants. Employees, consultants and directors will be eligible to participate in our 2020 Plan. Financial Accounting Standards Board, or FASB ASC 718. Since 2018, he has served as a member of the board of directors of Deckers Brands, This charter is posted on our website. a termination of employment due to an NEOs resignation without Good Reason prior to the third anniversary of the date on which the Profits Interests were granted, or the termination of the NEOs employment for Cause at any time, vested Xem thm 9395 cng ty ging Khu cng nghip Bc Qy, Phng Thch Qu, Thnh ph H Tnh, H . 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 Time after a termination for any reason, each NEO is entitled to of... First time does not reflect ( i ) shares of our ClassA common stock available. 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