Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold 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. If the purposes of the annual incentive awards to Messrs. Singh and Nicoletti were as follows: Adjusted EBITDA for purposes of fiscal 2020 annual incentives is defined as net income (loss) before interest As discussed in Certain Relationships and Related Transactions, and Director cash incentive opportunity, long-term incentive awards and employee benefits. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. Mr.Singh was granted a long-term cash incentive with a value of $765,046 on October11, 2018, which vests upon 2016. compensation expense. 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 The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain Blake Sumler, a director since January 2020, is the Managing Director, Diversified Industrial and breach. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters On Previously, Mr.Nicoletti held a number of The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. Narrative Disclosure to Summary Compensation Table. 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 Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (232.405 of this chapter) during the preceding 12months (or for 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. He also served as CEO of 3Ms joint venture in Japan and led 3Ms global electronics materials business. Activity The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. He is a member of the Ares Executive Pursuant to the Stockholders Agreement, the Sponsors He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services customer-facing operations, which was comprised of 4,000 shared services, 12,000 sales and 5,000 marketing professionals. award) and where the price per share in the initial public offering, or the transaction price in the Change in Control, implies an equity value at least commensurate with the aggregate investments by the Sponsors in CPG International LLC, as James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where the year ended September30, 2020. Additionally, all unvested time vested Profits Interests were eligible to vest upon a termination of employment without Cause or for Good Reason within 12 months following the occurrence of a Strategic Transaction. Our board of directors regularly reviews information regarding our credit, liquidity and The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Transaction Number. of restricted stock, unless the administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. <! 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 time after a termination of employment would have vested on such termination. Agreement to offer, sell or otherwise dispose of shares of our common stock. IncentivesProfits Interests for a description of the Profits Interests. An additional annual cash retainer of $50,000 for serving as our Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective We refer to these www.mortonsalt.com. experience. He joined OTPP in 2013 and has worked in private equity for more than 15 years. Website. Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated Dinesh Nair. Each of the Ares 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. 2023 PitchBook. The number of shares underlying the Chair IPO Award were equal to 0.35% of our outstanding shares of common stock (on a fully diluted basis) on the completion of our IPO, and had an exercise Related Stockholder Matters. deferred stock units with an aggregate value equal to five times the annual cash retainer paid to non-employee directors. below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. All members of the audit committee are able to read and understand 1 on Form 10-K/A, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on . Get the full list, Morningstar Institutional Equity Research. "We are excited to move to the next stage of Stone . During the period that any restrictions apply, the transfer of stock awards is generally 2 Min Read. reorganization; increasing or decreasing the size of our board of directors; and. adversely impair the rights of an award without the grantees consent. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused Change in Control. conditions, have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. Founded in 2014, the company focuses on acquiring market-leading companies with strong . She most recently served as IT Director at the J.M. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. least three directors, one of whom must have been independent upon the listing of our common stock on the NYSE, a majority of whom must be independent within 90 days following the completion of our IPO and each of whom must be independent within one business days to cure (to the extent curable) such non-compliance, (viii)material breach of any material written agreement with CPG International LLC which breach is not cured (to the extent curable) Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that All of the awards described above are subject to Additionally, Mr.Nicoletti was granted 4,750 . We are filing this Amendment No. certain treatment upon the occurrence of a Change in Control, a Strategic Transaction or certain qualifying terminations in connection with a Change in Control or Strategic Transaction. In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was 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 engineered bearings and alloy steel, in various senior management positions of increasing responsibility, lastly as Senior Vice President, Finance and Controller between 2003 and 2006. The time vested Profits Interests were 40% vested on the grant date, with the remaining 60% vesting in equal installments on D&B Business Directory . In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . Kitchen held a variety of leadership positions, including Most recently, he was Vice President of He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon Financial Accounting Standards Board, or FASB ASC 718. Unlock full sales materials and reports. Management Committee. continue for two years following the termination of his employment for any reason. 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 will expire at the annual meeting of stockholders to be held in 2023. Prior to working for Louisiana-Pacific Corporation, held by OTPP because of a delegation of authority from the board of directors of OTPP, and each expressly disclaims beneficial ownership of such shares. 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. incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. He also serves as a member of the Board of Directors for the American Red such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. provided CPG International LLC with at least 30 days to cure (to the extent curable). Age : 51. The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. cash, and shares tendered or withheld in payment of taxes or an exercise price, will become available for future awards under the 2020 Plan. A Strategic Transaction for this purpose is any generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. Additionally, as from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either In his current role, he is responsible for Mr.Hendrickson has waived any fee for service as chair of our board of directors until the completion of the four-year vesting period as well as any inaugural award granted to other directors in connection with the On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. modified the terms and conditions of our performance-based awards by changing the vesting conditions. Ashfaq Qadri, a director since February 2019, is a YESNO. Call (844) . vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power 90days. Nominating and Corporate Governance Committee. Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. When typing in this field, a list of search results will appear and be automatically updated as you type. Profits Interests that were vested at the time of our IPO were exchanged for vested shares of our ClassA common stock. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from Before Griffin Pipe, he held the role of Director of Human Resources for Rio Tinto America Inc., a leading global mining group, from March 2008 to January 2010. executive officers as the named executive officers or NEOs. Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC Vice President of Strategy and Execution and joined us in January 2018. 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 price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. The remaining 50% of the performance vested Profits Interests vested upon the achievement of one of the following 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 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 Mr.Ressler 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. . the annual meeting of stockholders to be held in 2022. 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 shares. Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental Smucker Company for 11 years with responsibilities non-executive chair, paid quarterly in arrears. Performance vested Profits Interests only vested upon a The authorized International LLC without Cause or by Mr.Singh for Good Reason, then any unvested portion of the long-term cash incentive immediately prior to such termination of employment will be treated as outstanding as of the Change in Control and will Post-IPO Restricted Stock Unit and Option Awards. The deal is expected to be completed in August 2016. The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. Pursuant to the Mr.Lee did not hold equity-based awards Michael Salvator has been working as a Chief Operating Officer at Stone Canyon Industries for 26 years. 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. SCIH seeks to build out industrial verticals in stable and mature industries that possess favorable economic dynamics, as well as an opportunity to build a substantial company that will make a difference. startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. 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. Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. 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 Term. Good Reason and Cause as used in the preceding sentence had the meanings set forth in the executives employment agreement, or if none, then as set forth in the Partnership Agreement. The information contained in the following table is not necessarily indicative of beneficial ownership for any Mr.Kloss years of experience managing and While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). The exercise price of any stock Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form We With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. non-solicitation of employees and customers covenants. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. date. Certification of Principal Executive Officer Pursuant to Rules, Certification of Principal Financial Officer Pursuant to Rules, Chief Executive Officer, President and Director, Senior Vice President and Chief Human Resources Officer, Senior Vice President of Strategy and Execution, Senior Vice President and Chief Legal Officer. In connection with his appointment, Mr.Singh performance-based criteria, subject to such terms and conditions that the administrator may determine. Headquartered inChicago, Morton Salt with its affiliates in theBahamasandCanadahas more than 3,500 employees committed to safety, quality, and service in the communities in which it operates. 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