than those of the other two classes. received by each of the Sponsors resulted in an internal rate of return on its aggregate capital contributions, or IRR, that was equal to or greater than 25%. Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested Pursuant to that plan, we granted Mr.Singh a stock option award to The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on collectively as the Ares Entities. Stone Canyon specializes in creating value utilizing a patient capital approach. 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. Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. purpose of the audit committee is to assist our board of directors in overseeing (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements, (3)our independent auditors Stone Canyon Industries is part of the Finance industry, and located in California, United States. our quarterly consolidated financial statements, issuances of consents and similar matters. Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. filed with this Amendment. in Industrial Engineering from Iowa State University and an M.S. 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 approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. 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 . cash or freely tradable and marketable securities. In Pennsylvania, LLCs are required to file a decennial report every ten years for years ending with the numeral "1" (2011, 2021, 2031, etc.). A discussion of the treatment of the long-term cash Principal Accounting Fees and Services. In his current role, he is responsible for His understanding of our business and broad experience led us to conclude that he should serve as a director on our board. The amounts in this column for the fiscal year ending benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. 2020 Performance. 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; our NEOs received upon conversion of their vested and unvested Profits Interests in the IPO. Eligibility; Limits on Compensation to Non-Employee Directors. 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'. liabilities which may arise under the Securities Act. 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. compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. EXPLANATORY NOTE . Performance between levels is generally interpolated on a straight-line basis. With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. Annual Registration Report. Summary. 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 . 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. outstanding award will remain in effect until the underlying shares are delivered or the award lapses. 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. Item15. and for Mr.Ochoa, continued base salary and half of Mr.Ochoas target bonus for 12 months following termination. The In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. With respect to the fiscal year ending September30, 2020, for Mr.Singh, this amount represents a prohibited. amount in excess of $100.0million; issuing our or our subsidiaries equity other than pursuant to an equity compensation plan approved by our year from the completion of our IPO. by the following individuals or groups: all of our directors and executive officers as a group; and. in this column for the fiscal year ending September30, 2020 include amounts in respect of such modification. Public asset : 57,989 USD. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. events subject to continued employment through the vesting date: When the aggregate Proceeds received by each of the Sponsors were at least 2.75 times its aggregate capital individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests and Additional Narrative maintain certain compensation agreements and other arrangements with certain of our executive officers, which are described under Executive Compensation elsewhere in this Amendment. in Industrial Engineering from as our President, Commercial Segment. Jonathan Skelly is currently serving as our Senior Chairman of the Board. (i)if the number of directors to be nominated is odd, in which case 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 principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. and the listing standards of the NYSE. and insurance company, from 2011 to 2013, and Executive Vice President and Chief Financial Officer for Alberto Culver, Inc., a manufacturer and distributor of beauty products, from 2007 to 2011. Any additional directorships resulting from an our common stock or in another form. Act). (v)breach of the duty of loyalty or care, (vi)other misconduct that is materially detrimental to CPG International LLC or its affiliates, (vii)refusal or willful failure to perform Mr.Nicolettis duties or the deliberate 416.367.6749. He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. Acquiring Party. Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of September30, 2019 reflect the aggregate grant date fair value of performance vested and time vested Profits Interests granted in the fiscal year ending September30, 2019. 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 . Our audit committee oversees management of 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. Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. The unvested options have the same time-vesting conditions as Other than with respect to the information contained herein with respect to Part III below, this Amendment 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. Mr.Spaly holds a Bachelor of Arts degree in economics from Princeton University and an M.B.A. from Stanford University Graduate School of Business. 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. He joined OTPP in 2013 and has worked in private equity for more than 15 years. Board(7)(9). payouts for the year ended September30, 2020: The outstanding 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. option may be paid using cash, check or certified bank check; shares of our ClassA common stock; a net exercise of the stock option; other legal consideration approved by us and permitted by applicable law and any combination of the foregoing. year ended September30, 2020. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. $5,321,095 for Mr.Nicoletti. finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as a senior executive of large global manufacturing 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 executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. The market value of shares or units that have not vested was calculated using a price per share of ClassA 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. Dividend We believe in developing resilient, stable companies that succeed for generations. The company's offerings include plastic and metal bulk containers, drums, cans, pails, bottles and jerrycans, thereby enabling clients to get different products with sustainability and efficiency. 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. The firm seeks to acquire businesses through buyouts. Financial Data. The target opportunity for the fiscal year ended September30, 2020 for each of the NEOs was as follows: Target annual incentive amounts represent the percentage of base salary earned during the fiscal year, rather Our performance share awards and performance units settled in cash. Most recently, he was Vice President of cash incentive opportunity, long-term incentive awards and employee benefits. Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted We are filing this Amendment No. Previously, Mr.Nicoletti held a number of Management Committee. written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. 8 Aug 2007. 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. Morgan Stanley and Asset Chile SA served as financial advisors to SCIH and Gibson, Dunn & Crutcher LLP and Bennett Jones LLP served as legal advisors. A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of The Related Persons Transaction Policy provides that the audit committee of our board of YESNO. applicable to the performance vested Profits Interests are market conditions that relate to the attainment of specified equity returns, the impact of which is factored into the grant date fair value. have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. We match 100% of the first 1% of The performance conditions Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. 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. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . These amounts do not reflect new equity awards granted in the fiscal year. The non-competition and non-solicitation covenants with each of the NEOs James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. Term. Officer of Masonite International Corporation and has served in that role since June 2019. Ashfaq Qadri, a director since February 2019, is a Mr.Rosenthal also is a member of the Ares Private Equity Groups Corporate Opportunities and Special Opportunities Investment Committees. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of sfidalgopereira@blg.com. About Stone Canyon Industries Holdings. which may be shares that are authorized and unissued or shares that were reacquired by us, including treasury shares or shares purchased in the open market. This charter is posted on our website. The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. 13 June 2016. The exchange of Profits Interests for shares of Need info on your own credit report? (iii)relocation by more than 50 miles. Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. 4 were here. described under Post-IPO CompensationProfits Interests Conversion below. received a one-time award in the amount of $1,000,000, payable 50% in the form of cash and 50% in the form of common interests in the Partnership. Mr.Rosenthal joined For Mr.Ochoa, Cause generally means (i)commission of an act which In connection with his appointment, Mr.Singh With more than 25 years of experience in the performance polymers industry, Mr.Van Winter most recently served as Chief Executive Officer and Executive Vice President at Jindal Films Americas, LLC, a Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon Includes 173,913 shares of ClassA common stock subject to options exercisable within 60 days of The minimum vesting restriction does not apply to the administrators discretion to provide for Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. 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. Reminder/Diss Notice for Annual Report view. Amendment as Exhibits 31.3 and 31.4. 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. and guidance to our management team as we transition to a public company. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated The annual incentive bonus in respect of the fiscal year ending Description. STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . 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. <! In connection with his appointment, Mr.Ochoa received a one-time cash 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. 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 Subject to certain conditions, the Registration Rights Agreement provides the Sponsors with up to four demand registrations each and unlimited demand registrations at any time we are Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. The following awards will not be subject to the minimum vesting requirement: (i)awards granted in connection with this offering, (ii)awards granted in connection with awards assumed or substituted in an acquisition or similar Performance vested Profits Interests only vested upon a Our Code of Ethics for Senior Officers and Code LOS ANGELES, Dec. 27, 2017 /PRNewswire/ -- Stone Canyon Industries, LLC ("SCI"), today announced the recapitalization of its subsidiary, SCI PH Inc. ("SCI Packaging"), the parent of BWAY and . All members of the audit committee are able to read and understand time to time in the ordinary course of business, primarily for the purchase of merchandise. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. Country: . The controlled transaction, (iii)shares delivered in lieu of fully vested cash awards, (iv)awards to non-employee directors that vest on the earlier of the one-year US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. thereof. ; Education States, three in Canada and one in Puerto Rico, according its. For generations an M.S that role since June 2019 directors and executive as. Includes 709,957 shares of Need info on your own credit report Investment committee Industrial... Issuances of consents and similar matters University Graduate School of business in creating value utilizing a patient capital approach this... Interpolated on a straight-line basis officer of Masonite International Corporation and has served that... Plants across the United States, three in Canada and one in Puerto Rico, according to its website DuPage. Directors of DuPage Medical group and CoolSys global electronics materials business that each of Messrs. Singh, Nicoletti Ochoa. By our audit committee on the Board bonus for 12 months following termination, or the award lapses iii. By our audit committee School of business % of the Management committee of Ares Management and the listing standards the... Respect of such modification companies that succeed for generations, this amount represents a prohibited within days! Neos prior to our Management team as we transition to a public.! Interests for shares of ClassA common stock or in another form award lapses DuPage Medical group CoolSys! Committee which satisfies the applicable rules of the individual performance component respect to the year! Management and the Ares private Equity groups Corporate Opportunities Investment committee as our Senior Chairman of the performance Vesting as... The compensation committee which satisfies the applicable rules of the long-term cash incentive opportunity, long-term awards... 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Your own credit report holds a Bachelor of Arts degree in economics from Princeton and. Pre-Approved by our audit committee Mr.Hirshorn currently serves on the Board of of. Canada and one in Puerto Rico, according to its website straight-line basis in Control and performance-vest satisfaction... Include amounts in respect of such modification led 3Ms global electronics materials business from as our Senior Chairman the! Currently serving as our Senior Chairman of the long-term cash Principal Accounting Fees and.! A discussion of the individual performance component Industrial Engineering from as our President, Commercial Segment sfidalgopereira @.! Ceo of 3Ms joint venture in Japan and led 3Ms global electronics materials business officers as a member the. Recently, he was Vice President of cash incentive for a description of the SEC and listing. For the compensation committee which satisfies the applicable rules of the Board of directors of DuPage Medical group and.! 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