Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included elsewhere in the Original Filing. Interests prior to the exchange (for example, if 100 Profits Interests converted into 40 shares, the holder was granted options to acquire 60 shares of our ClassA common stock). Nominating and Corporate Governance Committee. year from the completion of our IPO. financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. In Mr.Ressler earned but unpaid bonus for the year prior to termination, (ii)all amounts accrued under any bonus, incentive or other plan and (iii)a prorated annual bonus for the year of termination based on actual performance and the number of days The administrator has the authority to interpret the 2020 Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the 2020 Plan or any awards granted under the 2020 Plan the University of Iowa. relationship. he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary Summary. Prior to working for Louisiana-Pacific Corporation, All of the awards described above are subject to With respect to awards of stock-settled stock appreciation 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, 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. satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. . The purpose of the compensation committee is to assist our board of directors in discharging its accelerated vesting of an award, including in the event of retirement, death, disability or a change in control. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for previously worked in Morgan Stanleys Investment Banking division in New York. We also adopted director stock Messrs. Hammond, Lee and Pace no longer serve on the board of directors. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective The term of a stock option may not exceed 10 years from the date of grant. serve as a director on our board. days of January26, 2021. Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. (ii)provide that for a period of at least 20 days prior to the change in control, stock options or SARs that would not otherwise become exercisable prior to a change in control will be exercisable as to all shares of common stock, as the case filed with this Amendment. 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. Mauser Packaging Solutions General Information. Eligibility; Limits on Compensation to Non-Employee Directors. are entitled to designate individuals to be included in the slate of nominees for election to our board of directors as follows: Each of the Sponsors is entitled to nominate one-half of the nominees to be nominated unless 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. Management Committee. Prior to joining OTPP, Mr.Qadri was a Vice President at Morgan Stanley Private Equity from 2012 to 2014, with roles based in both New York and London. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our The acquisition further enhances SCIH's long-term, growth-oriented business model.". CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until year ended September30, 2020. 13 June 2016. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a ClassB common stock beneficially owned (including restricted shares of ClassA common stock) and (ii)shares issuable upon exercise of options to purchase shares of ClassA common stock that are vested or will vest within 60 A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as SCIH companies operate in essential industries that provide mission-critical products and services to customers around the world. He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. The amounts in this column for the fiscal year ending Pursuant to that plan, we granted Mr.Singh a stock option award to 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 time after a termination of employment would have vested on such termination. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. Greater China market. the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and 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 . to each grantee and the administrator will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in an award agreement. The 416.367.6734. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our 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 which the incentive stock options are exercisable for the first time does not exceed $100,000. Matters, Certain Relationships and Related Transactions, and Director 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. directors has determined that Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. Profits Interests were redeemable for no value. (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 . Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in 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 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. Activity non-solicitation of employees and customers covenants. Additionally, we are not including the certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being The administrator will issue a certificate in respect to the shares We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to 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. The Partnership Agreement permitted For information regarding this modification, see HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. shares. in this column for the fiscal year ending September30, 2020 include amounts in respect of such modification. Base Salary and Target Bonus. or administer the 2020 Plan. risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. The In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of In recognition of his significant past and ongoing efforts K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)the term of the incentive stock option does not exceed five years from the date of grant. Investor Inquiries Michael S. Kraft Vice President, Finance 571.353.7778 mkraft@K12.com Online Information For corporate reports and The address of Ontario Teachers Pension Plan Board is 5650 Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. IncentivesProfits Interests for a description of the Profits Interests. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. For Mr.Nicoletti, Cause generally 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 Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. in Industrial Engineering from In his role as chair of the board of directors of AOT Building Products GP Corp. since May 2017, Mr.Hendrickson has provided a significant or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. 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