8 Aug 2007. January26, 2021. In for Profits Interests was granted options to purchase shares of ClassA common stock. certain members of our management. Our board of directors is taking and will continue to take all action necessary to comply with the NYSE rules within the applicable transition periods. (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable 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. The non-competition and non-solicitation covenants with each of the NEOs Valuable research and technology reports. Washington-based community credit union, and has served in that role since October 2020. In connection with his appointment, Mr.Ochoa received a one-time cash 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. Act. in full on the second anniversary of Mr.Singhs start date. She most recently served as IT Director at the J.M. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. With respect to awards of stock-settled stock appreciation Additionally, each employment agreement provides for certain severance and termination benefits that are described below under Potential Payments Upon Termination, Change In Control or Strategic Transaction.. Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our The fact that a director may own our capital stock is not, by itself, considered a material The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. The following table sets forth the beneficial ownership of our common stock as of January26, 2021 The Profits Interests ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested Mr.Hendrickson is expected to provide enhanced duties beyond those typically provided by a non-executive chair of a board of directors, including providing support, advice and counsel on special projects Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of We are filing this Amendment No. Exhibits, Financial Statement Schedules. We are filing this Amendment No. Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be 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. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG Mr.Heckes currently serves on the board of directors of Masonite International Corporation. TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. provided CPG International LLC with at least 30 days to cure (to the extent curable). CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which Mr.Singh was granted a long-term cash incentive with a value of $765,046 on October11, 2018, which vests upon Chairman of the Board. Get a D&B Hoovers Free Trial. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. Ms.Bailey brings to our board of directors a broad knowledge of corporate each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. accounting grant date value of such award. Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event 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 A. Stucki Company, a major provider of engineered components, systems and services for the railroad industry and other markets, described Kiefer as "the leader of its expansion, development and success." Stucki's parent company, SCI Rail Holdings LLC, a division of Stone Canyon Industries Holdings LLC, is searching for a new CEO. Company and of the Building Products segment. The firm seeks to acquire businesses through buyouts. Report this profile . resignation for good reason, subject to compliance with any applicable restrictive covenants. Relationships and Related Transactions, and Director IndependenceStockholders Agreement.. the board of directors corporate governance principles applicable to us, (5)overseeing the evaluation of the board of directors and management, (6)oversee our strategy on corporate social responsibility and sustainability and Xem thm 9395 cng ty ging Khu cng nghip Bc Qy, Phng Thch Qu, Thnh ph H Tnh, H . He most recently served as Vice President of from 8 AM - 9 PM ET. Profits Interests award as described in Note 1 to this table above. Our class II directors are Fumbi Chima, Brian Klos, Brian Spaly and Blake Sumler and their term will expire at No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, The 2 Min Read. responsibilities relating to (1)setting our compensation program and compensation of our executive officers and directors, (2)monitoring our incentive and equity-based compensation plans and (3)preparing the compensation committee through its safety& industrial, transportation& electronics, health care and consumer segments, and served in numerous leadership roles at 3M, including Chief Commercial Officer, President of 3Ms Health Information Systems Activity Vested Profits Interests generally were redeemable by the Partnership within six months following a termination of employment. Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global Win whats next. the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or In connection with our IPO, we adopted a new director All rights reserved. thereof. Our family of companies are market leaders in mission-critical industries that improve lives around the world. such shorter period that the Registrant was required to submit such files). ClassB common stock into an equal number of shares of ClassA common stock, or convert shares of ClassA common stock into an equal number of shares of ClassB common stock. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental 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. IRR that is equal to or greater than 30%. Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) Time vested Profits Interests generally vested ratably over five years from the vesting commencement date, Management Committee. December 2019. Does not include outstanding RSUs which do not have an exercise price. Luminant Worldwide Corp. before its initial public offering. All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or We also Kitchen served as Vice President of Human Resources for Griffin Pipe Products Co., Inc., a manufacturer of water transmission products, from January 2010 to November 2010. In order to ensure alignment with our investors, no incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. Procter& Gamble Company and AT Kearney, Inc. Scott Van Winter joined us in January 2017 and is currently serving In August 2018, MPS paid approximately $1 billion to . The term of a SAR may not exceed 10 years from the date of grant. outstanding shares of our common stock, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. A. 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 salary. As discussed in Certain Relationships and Related Transactions, and Director 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. management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. 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. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for Reminder/Diss Notice for Annual Report view. The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. Any unvested performance vested Profits Interests would be forfeited and fair value of stock options and restricted stock units granted in connection with our IPO. options will be forfeited. Bennett Rosenthal, a director since 2013, is a The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain 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, long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. February 18, 2020. We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October Shares of our ClassA common stock subject to awards that are assumed, converted or substituted under 635 followers 500+ connections. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. applicable. Performance vested Profits Interests only vested upon a employment. Inc. from August 2013 through March 2019, and prior to that holding positions at several Fortune 250 companies spanning multiple industries, including Honeywell International Inc., Intel Corporation, Micron Technology, Inc. and Freeport McMoRan Inc. From 2006 to and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. 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 Morton Salt, Inc. is a trusted authority in salt inNorth America. 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 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 Ice and SCI Rail. 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 experience. 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. 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 The amounts in this row represent the restricted shares of ClassA common stock issued in connection with We believe that Mr.Leemrijses extensive experience in the financial industry as well as the management of private equity in particular and his experience as a director of other public 2020 Plan, please see Executive CompensationPost IPO Compensation2020 Omnibus Incentive Compensation Plan.. collectively as the Ares Entities. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. Oakbrook, IL . 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 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. Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information Since December Mr.Kitchens background includes over 24 years of human resources experience in the manufacturing industry, most recently as Vice President of Human Resources for BWAY Corporation, a manufacturer of rigid metal, plastic, and hybrid The NEOs also agreed to covenants assigning us rights to intellectual property. The Registrant was required to submit such files ), owned by holding company Stone Canyon industries LLC, KLW! 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