prm-20240412

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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PERIMETER SOLUTIONS, SA

(Name of Registrant as Specified in its Charter)

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April 12, 2024

Dear Fellow Shareholder:

On behalf of your Board of Directors of Perimeter Solutions, SA, you are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”), to be held at the offices of Maples and Calder (Luxembourg) SARL, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg at 2:00 p.m., local time, on May 23, 2024, or at any adjournment(s) or postponement(s) thereof. Only holders of our ordinary shares as of the close of business on March 25, 2024, the record date for the Annual Meeting, are entitled to notice and to vote at the Annual Meeting.

The attached Notice of the Annual Meeting and Proxy Statement describes the business to be conducted at the Annual Meeting. Also included is a proxy card and postage-paid return envelope.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please vote and submit your proxy: (a) by telephone or the internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the proxy card in the postage-paid envelope provided.

If you attend the Annual Meeting and desire to vote at the meeting, you may do so even though you have previously submitted a proxy.

Your vote is extremely important.

We hope you will be able to join us, and we look forward to seeing you at the meeting.

Sincerely yours,



W. Nicholas Howley			William N. Thorndike Jr.
Co-Chairman of the Board of the Directors			Co-Chairman of the Board of the Directors

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2024.

To the Shareholders of Perimeter Solutions, SA:

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Perimeter Solutions, SA, a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company,” “Perimeter,” “our,” “we” or “us”) will be held at the offices of Maples and Calder (Luxembourg) SARL, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, on May 23, 2024, at 2:00 p.m., local time, or at any adjournment(s) or postponement(s) thereof. Only holders of the Company’s ordinary shares (“Ordinary Shares”) as of the close of business on March 25, 2024 (the “Record Date”) are entitled to notice and to vote at the Annual Meeting.

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions that are submitted in writing during the meeting by our shareholders and are pertinent to the business of the meeting, as time permits.

Attendance at the Annual Meeting will be limited to shareholders of record, those holding proxies from shareholders and representatives of the Company. For more information about how to attend the Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the accompanying Proxy Statement.

The Annual Meeting is being held for the following purposes:

1.To elect as directors the eight nominees as set forth in the accompanying Proxy Statement with terms expiring at the 2025 Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

2.To approve, on an advisory basis, the compensation of our named executive officers (“Say on Pay”);

3.To approve the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024, and KPMG Audit S.à r.l. as the statutory auditor of the Company for the year ending December 31, 2024;

4.To approve the Company’s annual accounts (the “Annual Accounts”) prepared in accordance with accounting principles generally accepted in Luxembourg (“Luxembourg GAAP”) for the 2023 financial year;

5.To approve the Company’s audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) (the “Consolidated Financial Statements”) for the 2023 financial year;

6.To allocate the results shown in the Annual Accounts for the 2023 financial year;

7.To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the 2023 financial year;

8.To approve the compensation of certain of the non-employee independent directors of the Company for 2023;

9.To approve and ratify a share repurchase program whereby the Company may repurchase outstanding Ordinary Shares of the Company within certain limits (the “Share Repurchase Program”); and

10.To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 on or about April 12, 2024.

We will make available a list of shareholders of record as of the Record Date for the Annual Meeting for inspection by shareholders during normal business hours from March 25, 2024 until the Annual Meeting at (i) the registered office of the Company at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and (ii) the Company’s offices at 8000 Maryland Ave. Suite 350, Clayton, Missouri 63105.

Only shareholders of record as of the close of business on March 25, 2024, are entitled to notice of and to vote at the Annual Meeting. Our Board of Directors recommends a vote “FOR” each of the director nominees in proposal 1 and “FOR” proposals 2 through 9.

It is important that your shares be represented at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please vote and submit your proxy over the internet, by telephone or by mail. Please refer to the proxy card for specific voting instructions.


			By Order of the Board of Directors,
April 12, 2024			Noriko Yokozuka General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2024.

The Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge, upon written request. Requests should be made in writing to Noriko Yokozuka, General Counsel and Secretary of the Company, at the registered office of Perimeter Solutions, SA, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg or at the offices of Perimeter Solutions, SA, 8000 Maryland Ave. Suite 350, Clayton, Missouri 63105. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are also available, without charge, through the Investor Relations — SEC Filings link on the Company’s website, www.perimeter-solutions.com, as soon as reasonably practical after filing. The Company’s website and the information contained therein or connected thereto are not incorporated into this notice.

We have elected to use the “Notice and Access” method of providing our proxy materials over the internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 12, 2024.

Our Proxy Statement and Annual Report are available online at www.proxydocs.com/PRM.

Table of Contents


PROXY SUMMARY			1

Annual Meeting			1

Voting Matters and Board Recommendations			1

2023 Financial Highlights			1

Board and Governance Highlights			2

Certain Proposals Mandated by Luxembourg Law			3

PROPOSAL 1 - ELECTION OF DIRECTORS			4

Shareholder Vote Requirement			4

Recommendation of the Board			4

Director Nominees			4

Directors Appointed Until 2027 Annual Meeting of Shareholders			7

CORPORATE GOVERNANCE			8

Corporate Governance Guidelines			8

Meetings			8

Board Leadership Structure			8

Director Independence			8

Board Committees			9

Audit Committee			9

Compensation Committee			10

Nominating and Corporate Governance Committee			11

Code of Business Conduct and Ethics			12

Insider Trading and Anti-Hedging Policy			12

Commitment to Sustainability			13

Certain Relationships and Related Party Transactions			14

Board Role in Risk Management			16

Communication with the Board			16

DIRECTOR COMPENSATION			17

EXECUTIVE OFFICERS			19

COMPENSATION DISCUSSION & ANALYSIS			20

Introduction			20

Compensation Governance Practices			21

Executive Compensation Setting Process			22

Components of Executive Compensation Program			24

EBITDA Performance			25

Individual Performance			26

Combined EBITDA and Individual Performance			26


Other Compensation-Related Practices and Policies			30

COMPENSATION COMMITTEE REPORT			30

EXECUTIVE COMPENSATION			31

Summary Compensation Table			31

Grants of Plan-based Awards			32

Outstanding Equity Awards at 2023 Fiscal Year End			33

Option Exercises and Stock Vested During 2023			37

Potential Payments Upon Termination or Change in Control			37

CEO Pay Ratio			38
Pay Versus Performance			39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			48

Shareholder Vote Requirement			48

Proposal			48

Non-Binding Vote			48

Recommendation of the Board			48

PROPOSAL 3 — APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND STATUTORY AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2023			49

Independent Registered Public Accounting Firm Fees			50

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services			50

Shareholder Vote Requirement			50

Recommendation of the Board			50

Report of the Audit Committee			51

PROPOSAL 4 — APPROVAL OF THE ANNUAL ACCOUNTS FOR THE 2023 FINANCIAL YEAR			52

Shareholder Vote Requirement			52

Recommendation of the Board			52

PROPOSAL 5 — APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2023 FINANCIAL YEAR			53

Shareholder Vote Requirement			53

Recommendation of the Board			53

PROPOSAL 6 — ALLOCATION OF THE RESULTS OF THE ANNUAL ACCOUNTS FOR THE 2023 FINANCIAL YEAR			54

Shareholder Vote Requirement			54

Recommendation of the Board			54

PROPOSAL 7 — DISCHARGE OF LIABILITY TO CURRENT DIRECTORS OF THE COMPANY FOR THE EXERCISE OF THEIR MANDATES AS DIRECTORS OF THE COMPANY IN RELATION TO THE 2023 FINANCIAL YEAR			55

Shareholder Vote Requirement			55

Recommendation of the Board			55


PROPOSAL 8 — APPROVAL OF THE COMPENSATION OF CERTAIN OF THE NON-EMPLOYEE INDEPENDENT DIRECTORS OF THE COMPANY FOR 2023			56

Shareholder Vote Requirement			56

Recommendation of the Board			56

PROPOSAL 9 — APPROVAL OF THE SHARE REPURCHASE PROGRAM			57

Shareholder Vote Requirement			57

Recommendation of the Board			57

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			58

ABOUT THIS PROXY STATEMENT			58

GENERAL VOTING INFORMATION			58

ATTENDING THE MEETING			61

MORE INFORMATION			61

OTHER MATTERS			62

Additional Meeting Matters			62

Shareholder Proposals for the 2025 Annual Meeting of Shareholders			62

Householding of Annual Meeting Materials			62

Shareholder Communications			62

Miscellaneous			63

iii

PROXY SUMMARY

Annual Meeting


Date:			May 23, 2024

Time:			2:00 p.m., local time

Place:			Offices of Maples and Calder (Luxembourg) SARL, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg

Record Date:			March 25, 2024

Voting Matters and Board Recommendations

Matter

Board Recommendation

Page

No. 1

Election of Directors

FOR each Director Nominee

No. 2

Say on Pay

FOR

No. 3

Appointment of KPMG LLP as Independent Auditor and KPMG Audit S.à r.l. as Statutory Auditor

FOR

No. 4

Approval of Annual Accounts

FOR

No. 5

Approval of Consolidated Financial Statements

FOR

No. 6

Allocation of results shown in Annual Accounts

FOR

No. 7

Discharge of the directors

FOR

No. 8

Approval of compensation to certain non-employee independent directors

FOR

No. 9

Approval and Ratification of Share Repurchase Program

FOR

2023 Financial Highlights

A summary of the 2023 financial highlights of the Company are as follows:

•Full year net sales decreased 11% to $322.1 million, compared to $360.5 million in the prior year.

•Fire Safety sales decreased less than 0.5% to $225.6 million, as compared to $226.6 million in the prior year.

•Specialty Products sales decreased 28% to $96.6 million, as compared to $133.9 million in the prior year.

•Full year net income was $67.5 million, or $0.41 per diluted share, a decrease of $24.3 million from $91.8 million, or $0.52 per diluted share in the prior year.

•Full year Adjusted EBITDA decreased 23% to $96.8 million, as compared to $125.4 million in the prior year.

•Fire Safety Adjusted EBITDA decreased 1% to $76.2 million, as compared to $77.4 million in the prior year.

•Specialty Products Adjusted EBITDA decreased 57% to $20.6 million, as compared to $48.0 million in the prior year.

Board and Governance Highlights

Assuming election of all of the director nominees, the following is a list of persons who will constitute the Board following the Annual Meeting, including their current committee assignments.

Board of Directors

Name

Age

Independence

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Executive Committee

W. Nicholas Howley

✓

William N. Thorndike, Jr.

✓

Haitham Khouri(1)

✓*

Edward Goldberg

Vivek Raj(1)

✓

Tracy Britt Cool

✓

Sean Hennessy

✓

✓*

✓

Robert S. Henderson

✓

✓*

Bernt Iversen II

✓

✓*

Jorge L. Valladares III

✓

__________________

* Denotes the Chair of the committee.

(1) Messrs. Khouri and Raj were elected to serve as directors of the Company in June 2021 with terms expiring at

the 2027 Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

therefore, Messrs. Khouri and Raj are not nominated for election at the Annual Meeting.

On November 16, 2023, Kyle Sable was promoted to Chief Financial Officer (and Principal Accounting Officer). Mr. Sable succeeded Charles Kropp who ceased serving as Chief Financial Officer or Principal Accounting Officer of the Company pursuant to a mutual agreement effective as of November 16, 2023.

We are committed to principles of effective corporate governance and to high ethical standards, as well as compliance with all applicable governance standards of the SEC and New York Stock Exchange (the “NYSE”). Highlights of the framework we have established for governance are outlined here, and further described below.


Independence and Qualification of Committee Members			The Audit, Compensation and Nominating and Corporate Governance Committees of the Board are comprised of all Independent Directors.
Leadership Structure			All directors on committees meet the applicable qualification requirements of the SEC and NYSE.
Risk Oversight			The offices of the Chief Executive Officer and Co-Chairmen of the Board are separated. The Board is responsible for the oversight of risk, including overseeing the assessment of risk and the appropriate balance of risk mitigation and the appropriate taking of risk. These risk assessment and balancing tasks are also the responsibility of the Board’s committees and the Company’s management team.


Open Communication			We encourage communication and solid working relationships among our Co-Chairmen of the Board, Directors, and the Chief Executive Officer. Our directors have access to the management team and employees.
Share Retention Guidelines			The majority of our executive officers, including our Chief Executive Officer, Vice Chairman, Business Director, North America Retardant & Services, President of Fire Safety, President of Specialty Products, General Counsel and Chief Administrative Officer and Chief Financial Officer are required to hold a minimum level of personal investment in the Company pursuant to share retention guidelines attached to each of their option agreements.
Board and Committee Evaluations			We engage in an annual review of the performance both of our Board and its Committees, led by the Chair of the Nominating and Corporate Governance Committee.
Committee Reports			Our committees report their activities to our Board at each Board meeting to ensure oversight and accountability.
Shareholder Communication			Shareholders and other interested parties can contact our Directors individually or as a group through written communication.
Shareholder Voice			Directors are elected by a majority of the votes cast.

Certain Proposals Mandated by Luxembourg Law

Proposals 3 through 9 on which you are being asked to vote are customary or required for public limited liability companies (société anonyme) incorporated under Luxembourg law to present to shareholders at each annual meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. For more detailed information on these proposals, please see pages 49 through 57.

PROPOSAL 1 - ELECTION OF DIRECTORS

Luxembourg law and our articles of association (“Articles”) permit our shareholders to fix the size of the Board. At the date of this Proxy Statement, our Board is comprised of nine directors, seven of whom are non-employee directors and five of whom are independent.

The Board is committed to recruiting and nominating directors for election who will collectively provide the Board with the necessary diversity of experiences, skills and characteristics to enhance the Board’s ability to manage and direct the affairs and business of the Company and to make fully informed, comprehensive decisions. In recommending candidates for election to the Board, in the context of the perceived needs of the Board at that time, the Nominating and Corporate Governance Committee evaluates a candidate’s knowledge, experience, skills, expertise and diversity, and any other factors that the Nominating and Corporate Governance Committee deems relevant. In particular, the Board and the Nominating and Corporate Governance Committee believe that the Board should be comprised of a well-balanced group of individuals.

In 2024, the Nominating and Corporate Governance Committee unanimously recommended to the Board, and the Board unanimously approved the nomination of W. Nicholas Howley, William N. Thorndike, Jr., Edward Goldberg, Tracy Britt Cool, Sean Hennessy, Robert S. Henderson, Bernt Iversen II and Jorge Valladares III to the Board, each to hold office until the 2025 Annual Meeting of Shareholders or until a successor has been duly elected and qualified. Each nominee has consented to serve if elected. Messrs. Khouri and Raj were elected to serve as directors of the Company in June 2021 with terms expiring at the 2027 Annual Meeting of Shareholders, or until their respective successors are elected and qualified; therefore, Messrs. Khouri and Raj are not nominated for election at the Annual Meeting.

Shareholder Vote Requirement

The affirmative vote of a majority of the votes cast is required for a director nominee to be elected. You may vote “FOR” or “AGAINST” or “ABSTAIN” for each director nominee. Abstentions and broker non-votes will have no effect on the vote.

Recommendation of the Board

Our Board recommends that shareholders vote “FOR” each of the eight nominees recommended by the Board.

Director Nominees

The following persons are our Board’s nominees for election to serve as directors. There are no family relationships between any of the director nominees. Certain information relating to our Board’s nominees, furnished by each of them, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement.

Our Board has determined that all of its nominees are qualified to serve as directors of the Company. In addition to the specified business experience listed below, each of the directors has the background, skills and attributes which the Board believes are required to be an effective director of the Company, including experience at senior levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a director of the Company and the character and integrity the Board expects of its directors.


W. NICHOLAS HOWLEY			Director since 2021 Age 72

Mr. Howley has served as Co-Chairman of the Board since November 2021. Mr. Howley co-founded TransDigm Group Inc. (“TransDigm”), a NYSE-listed aerospace manufacturing company, in 1993 and served as the Chief Executive Officer and Chairman of TransDigm’s board of directors from 2003 to 2018 and currently serves as TransDigm's Executive Chairman. Mr. Howley served as President and/or Chief Executive Officer of TransDigm from 2003 through 2018 and as President and/or Chief Executive Officer of TransDigm Inc. from 1998 through

2018. Mr. Howley holds a B.S. degree in mechanical engineering from Drexel University and an M.B.A. degree from Harvard Business School.

Qualifications. We believe Mr. Howley’s qualifications to serve on our Board include his executive leadership experience, experience as a member of other corporate boards, and his knowledge of public companies.


WILLIAM N. THORNDIKE, JR.			Director since 2021 Age 60

Mr. Thorndike has served as Co-Chairman of our Board since November 2021. Mr. Thorndike is the Managing Partner of The Cromwell Harbor Partnership, a private investment company with a variety of long-term holdings. Prior to Cromwell Harbor, Mr. Thorndike founded Housatonic Partners, a leading private equity firm with offices in Boston and San Francisco known for exceptionally long investment holding periods. Prior to founding Housatonic Partners, Mr. Thorndike worked with T. Rowe Price Associates, a global asset management firm, and Walker & Company, a publishing company, where he was named to its board of directors. Mr. Thorndike has served as a director of over 30 companies since founding Housatonic Partners. He is currently a director of CNX Resources Corporation, a natural gas company, and serves on various boards of directors of private companies. He also serves as a Trustee of WGBH, a public broadcaster serving southern New England, and the College of the Atlantic. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success,” which has been translated into 12 languages. Mr. Thorndike holds an A.B. degree in English and American Literature from Harvard University and an M.B.A. degree from Stanford University.

Qualifications. We believe Mr. Thorndike’s qualifications to serve on our Board include his extensive finance and investment experience, experience as a member of other corporate boards, and his knowledge of public companies.


EDWARD GOLDBERG			Director since 2021 Age 61

Mr. Goldberg has served as a member of our Board since November 2021 and as Vice Chairman since March 2023. Previously, Mr. Goldberg served as the Chief Executive Officer of the Company from November 2021 until March 2023. Mr. Goldberg joined Perimeter Solutions in March 2018 as Chief Executive Officer and brings more than 18 years of executive leadership to fire safety products and operations. Before joining Perimeter Solutions, Mr. Goldberg was Business Director for ICL Performance Additives and Solutions, where he held general management responsibility for the company’s global fire safety segment. Mr. Goldberg is credited with building ICL’s global fire safety business, focusing on products for wildland fire management and municipal and industrial fire suppression. Mr. Goldberg holds a BS in Chemical Engineering from Cornell University.

Qualifications. We believe Mr. Goldberg’s qualifications to serve on our Board include his extensive knowledge of the Company and his years of executive leadership at the Company.


TRACY BRITT COOL			Director since 2021 Age 39

Ms. Britt Cool has served as a member of our Board since November 2021. In 2020, Ms. Britt Cool co-founded Kanbrick, a long-term investment partnership focused on acquiring and building great companies in the consumer and industrial sectors. At Kanbrick, Ms. Britt Cool combines her passion for long-term value investing with her experience as an entrepreneurial-minded operator to help take mid-size companies to the next level. From 2009 to 2020, Ms. Britt Cool worked at Berkshire Hathaway, where she spent five years at Berkshire Hathaway’s headquarters in Omaha as the Financial Assistant to the Chairman and five years as Chief Executive Officer of Pampered Chef, a Berkshire Hathaway subsidiary based in Chicago. At Pampered Chef, a provider of kitchenware products, Ms. Britt Cool turned around a decade long decline and achieved meaningful growth in revenue and earnings. Additionally, Ms. Britt Cool served on the boards of directors of several Berkshire Hathaway companies including Kraft Heinz, Benjamin Moore, Oriental Trading Company, Larson Juhl, and Johns Manville. Ms. Britt Cool is the co-founder of Smart Woman Securities, an organization that provides personal finance and investment education to undergraduate women. Ms. Britt Cool holds an A.B. degree in economics from Harvard College and an M.B.A. degree from Harvard Business School.

Qualifications. We believe Ms. Britt Cool’s qualifications to serve on our Board include her executive leadership experience particularly in setting strategic direction and developing and executing financial and operating

strategies, experience as an investor in private and public companies, and experience as a member of other corporate boards.


SEAN HENNESSY			Director since 2021 Age 66

Mr. Hennessy has served as a member of our Board since November 2021. Mr. Hennessy is the retired Senior Vice President, Corporate Planning, Development & Administration of The Sherwin Williams Company, a manufacturer and distributor of coatings and related products, serving in that role from January 2017 to March 2018 in connection with the company’s integration of its Valspar acquisition. Prior to that Mr. Hennessy served as Chief Financial Officer of The Sherwin Williams Company from 2001 to 2016. He is a certified public accountant. Mr. Hennessy also serves on the board of directors of TransDigm. Mr. Hennessy holds a bachelor’s degree from the University of Akron.

Qualifications. We believe Mr. Hennessy qualifications to serve on our Board include his experience as Chief Financial Officer at The Sherwin Williams Company, experience as a member of other corporate boards, and his knowledge of public companies.


ROBERT S. HENDERSON			Director since 2021 Age 68

Mr. Henderson has served as a member of our Board since November 2021. Mr. Henderson served as the Vice Chairman at TransDigm from 2017 to 2021. He also served as the COO of TransDigm’s Airframe Segment from 2014 to 2016 and as Executive Vice President from 2005 to 2014. From 1999 to 2008, he also served as President of AdelWiggins Group, a division of TransDigm. Mr. Henderson has significant experience integrating acquisitions and leading multiple operating units concurrently. Mr. Henderson holds a bachelor’s degree in mathematics from Brown University.

Qualifications. We believe Mr. Henderson’s qualifications to serve on our Board include his experience as Vice Chairman at TransDigm, his executive leadership experience, and his knowledge of public companies.


BERNT IVERSEN II			Director since 2022 Age 66

Mr. Iversen served as Executive Vice President – Mergers & Acquisitions and Business Development of TransDigm from May 2012 to December 2020. Prior to that, Mr. Iversen served as Executive Vice President of TD Group from December 2010 through May 2012 and as President of Champion Aerospace LLC, a wholly-owned subsidiary of TransDigm Inc., from June 2006 to December 2010. Mr. Iversen also serves on the boards of several privately owned companies in the specialty manufacturing space. Mr. Iversen holds a bachelor’s degree in engineering from Western Michigan University.

Qualifications. We believe Mr. Iversen’s qualifications to serve on our Board include his experience as Executive Vice President at TransDigm, his executive leadership experience, and his knowledge of public companies.


JORGE L. VALLADARES III			New Director Nominee Age 50

Mr. Valladares served as Chief Operating Officer of TransDigm Inc. from April 2019 until his retirement in October 2023. Prior to that, Mr. Valladares served as Chief Operating Officer — Power & Control from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm Inc., from August 2009 to September 2013, and as President of AdelWiggins Group, a division of TransDigm Inc., from April 2008 to July 2009. Mr. Valladares holds a bachelor’s degree in engineering from University of California, Los Angeles.

Qualifications. We believe Mr. Valladares’ qualifications to serve on our Board include his experience as Chief Operating Officer at TransDigm, his executive leadership experience, and his knowledge of public companies. Our Nominating and Corporate Governance Committee nominated Mr. Valladares at the recommendation of a non-management director.

Directors Appointed Until 2027 Annual Meeting of Shareholders

The following persons were elected to serve as directors of the Company with terms expiring at the 2027 Annual Meeting of Shareholders, or until their respective successors are elected and qualified. Certain information relating to these directors, furnished by the directors, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement.


HAITHAM KHOURI			Director since 2021 Age 43

Mr. Khouri has served as our Chief Executive Officer since March 2023 and as a member of our Board since June 2021. Previously, Mr. Khouri served as our Vice Chairman from December 2021 until March 2023. Mr. Khouri was a Senior Analyst at Hound Partners from 2009 to 2018. Between 2005 and 2007, Mr. Khouri was a private equity associate at Oak Hill Capital Partners. Between 2003 and 2005, Mr. Khouri was an investment banking analyst at Deutsche Bank. Mr. Khouri began his career in 2002 as an analyst at JP Morgan. Mr. Khouri holds a BA in Economics from Cornell University and an MBA with Distinction from Harvard Business School.

Qualifications. We believe Mr. Khouri’s qualifications to serve on our Board include his experience as an investor in private and public companies.


VIVEK RAJ			Director since 2021 Age 40

Mr. Raj has served as a member of our Board since June 2021. Mr. Raj founded Geneses Capital Management, a private investment firm, in 2018. Mr. Raj was a private equity investor between 2011 and 2018 and before that held operational roles in the energy industry. Mr. Raj holds a Bachelor of Technology from the Indian Institute of Technology, Delhi and an MBA from Harvard Business School.

Qualifications. We believe Mr. Raj’s qualifications to serve on our Board include his experience as an investor in private companies, experience as a member of other corporate boards, and his operating experience.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board is responsible for overseeing the management of our Company. Our Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which set forth our governance principles and policies relating to, among other things:

•director independence;

•director qualifications and responsibilities;

•board structure and meetings;

•management succession; and

•the performance evaluation of our Board.

Our Governance Guidelines are available in the Investor Relations section of our website at www.perimeter-solutions.com.

Meetings

During 2023, the Board held five meetings and adopted various resolutions by means of unanimous written consent. Except for Mr. Thorndike, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board during the period for which he or she was a director and (ii) the total number of meetings of all Committees on which he or she served during the period for which he or she was a director. It is a policy of the Board to encourage its members to attend the Company’s Annual Meeting of Shareholders, which is held in Luxembourg. Mr. Khouri attended the 2023 Annual Meeting of Shareholders.

Board Leadership Structure

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chief Executive Officer and Chairman of the Board, and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. Although the Board recognizes the benefits of having a combined Chairman and Chief Executive Officer, currently, we separate the positions of our Chief Executive Officer and Co-Chairmen of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company, while the Co-Chairmen of the Board provide strategic guidance to the Chief Executive Officer and set the agenda for and preside over the Board meetings. In addition, we believe that the current separation provides a more effective monitoring and objective evaluation of the Chief Executive Officer’s performance. The separation also allows the Co-Chairmen of the Board to strengthen the Board’s independent oversight of our performance and governance standards.

Director Independence

Our Board reviews the independence of the current and potential members of the Board in accordance with independence requirements set forth in the NYSE rules and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During its review, the Board considers transactions and relationships between each director and potential director, as well as any member of his or her immediate family, and the Company and its affiliates, including those related-party transactions contemplated by Item 404(a) of Regulation S-K under the Exchange Act. The Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, that, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. The purpose of this review is to determine whether any such relationships or transactions exist that are inconsistent with a determination that the director is independent. Our Board has determined that all nominees except Messrs. Goldberg, Howley, Khouri and Thorndike are “independent” as such term is defined by NYSE rules, our corporate governance standards and the federal securities laws.

Board Committees

Our Board has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. Copies of the committee charters of each of the committees setting forth the responsibilities of the committees are available on our website at www.perimeter-solutions.com. Information contained in, or accessible through, our website is not a part of, and is not incorporated into, this proxy statement. The committees will periodically review their respective charters and recommend any needed revisions to our Board. Assuming election of all of the director nominees, the following is a list of persons who will constitute the Board following the Annual Meeting, including their current committee assignments.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

Tracy Britt Cool

✓

Edward Goldberg

Robert S. Henderson

✓

✓*

Sean Hennessy

✓*

✓

W. Nicholas Howley

✓

Bernt Iversen II

✓

✓*

Haitham Khouri

✓*

Vivek Raj

✓

William N. Thorndike, Jr.

✓

____________________

*Denotes the Chair of the committee.

Audit Committee

Number of Meetings in 2023: Four

Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the responsibilities of the Audit Committee. Pursuant to the Audit Committee Charter, the Audit Committee is responsible for, among other things:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm their independence from management;

•reviewing, with our independent registered public accounting firm, the scope and results of their audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC;

•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

•reviewing our policies on risk assessment and risk management;

•overseeing all matters relating to the security of and risks related to our information technology systems and procedures, including our cybersecurity;

•reviewing related person transactions; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Pursuant to the Audit Committee Charter, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent accountant.

Independence and Financial Expertise. The Board has reviewed the background, experience and independence of the Audit Committee members and based on this review, has determined that each member of the Audit Committee:

•meets the independence requirements of the NYSE governance listing standards;

•meets the enhanced independence standards for audit committee members required by the SEC; and

•is financially literate, knowledgeable and qualified to review financial statements.

In addition, the Board has determined that Mr. Hennessy qualifies as an “audit committee financial expert” under SEC rules.

Compensation Committee

Number of Meetings in 2023: Five

Responsibilities. Our Compensation Committee operates pursuant to a formal charter that governs the responsibilities of the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee is responsible for, among other things:

•reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the Board, in conjunction with a majority of the independent members of the Board) the compensation of our Chief Executive Officer;

•overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;

•reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs;

•reviewing and approving all employment agreement and severance arrangements for our executive officers

•making recommendations to our Board regarding the compensation of our directors; and

•retaining and overseeing any compensation consultants.

Independence. The Board has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each member of the Compensation Committee:

•meets the independence requirements of the NYSE governance listing standards; and

•meets the enhanced independence standards for compensation committee members established by the SEC.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee who presently serve or, in the past year, have served on the Compensation Committee has interlocking relationships as defined by the SEC or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

Nominating and Corporate Governance Committee

Number of Meetings in 2023: Four

Responsibilities. Our Nominating and Corporate Governance Committee operates pursuant to a formal charter that governs the responsibilities of the Nominating and Corporate Governance Committee. Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;

•overseeing succession planning for our Chief Executive Officer and other executive officers;

•periodically reviewing our Board’s leadership structure and recommending any proposed changes to our Board;

•overseeing an annual evaluation of the effectiveness of our Board and its committees;

•developing and recommending to our Board a set of corporate governance guidelines; and

•reviewing the Company's environmental, social and governance policies and activities.

The Nominating and Corporate Governance Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Corporate Governance Committee members or subcommittees.

Independence. The Board has reviewed the background, experience and independence of the Nominating and Corporate Governance Committee members and based on this review, has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE governance standards and SEC rules and regulations.

Consideration of Director Nominees. The Nominating and Corporate Governance Committee considers possible candidates for nominees for directors from many sources, including shareholders. The Nominating and Corporate Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating and Corporate Governance Committee.

In making nominations, the Nominating and Corporate Governance Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders. In evaluating nominees, the Nominating and Corporate Governance Committee is required to take into consideration the following attributes, which are desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge and diversity of viewpoints. In addition, while we do not have a formal, written diversity policy, the Nominating and Corporate Governance Committee will attempt to select candidates who will assist in making the Board a diverse body. We believe that a diverse group of directors brings a broader range of experiences to the Board and generates a greater volume of ideas and perspectives, and therefore, is in a better position to make complex decisions.

Executive Committee

Number of Meetings in 2023: Twenty-Four

Responsibilities. Our Executive Committee operates pursuant to a formal charter that governs the responsibilities of the Executive Committee. Pursuant to the Executive Committee Charter, the Executive Committee is responsible for, among other things:

•acting on behalf of the Board between Board meetings and while the Board is not in session; and

•providing oversight over and making recommendations to the Board regarding:

▪the Company’s capital allocation and capital markets activities;

▪the Company’s merger, acquisition, divestiture and similar activities;

▪the Company’s overall strategy, including top-level organizational structure and products or markets served;

▪the Company’s public guidance and communications;

▪the compensation of the Company’s Chief Executive Officer;

▪officer succession planning;

▪investor relations activities;

▪periodic business reviews; and

▪such other duties assigned by the Board.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) that establishes the standards of ethical conduct applicable to all our directors, officers, and employees. In addition, we have adopted a written Code of Ethics for Senior Financial Officers (“Code of Ethics”) applicable to our Chief Executive Officer and senior financial officers. Copies of our Code of Conduct and Code of Ethics are publicly available in the Investor Relations section of our website at www.perimeter-solutions.com. Any waiver of our Code of Ethics with respect to our Chief Executive Officer, Chief Financial Officer, Controller or persons performing similar functions or waiver of our Code of Conduct with respect to our directors or executive officers may only be authorized by our Board and will be disclosed on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.

Insider Trading and Anti-Hedging Policy

We have adopted a written Insider Trading Policy (“Insider Trading Policy”) that prohibits all directors, officers and employees from engaging in transactions in our Ordinary Shares while they are aware of material non-public information and restricts directors, officers and other “designated employees” from engaging in most transactions involving our Ordinary Shares during periods which those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Ordinary Shares or transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options.

Commitment to Sustainability

We are a leading global solutions provider, producing high-quality firefighting products and lubricant additives. At Perimeter, we characterize the solutions we develop as “Solutions That Save” — because it helps underscore what we are trying to accomplish for our customers, and the world at large, across all of our business segments. We believe that the effective integration and management of environmental, social, and governance (“ESG”) issues support sustainable long-term growth. By embedding sustainability practices into our operations and investment decisions, we create value for our business by driving innovation, expanding our value proposition, deepening relationships with our stakeholders, attracting and retaining top talent, and reducing our capital costs through ESG-related financing.

ESG Oversight

In spring of 2022, we completed our first assessment of ESG priorities, which included examining a range of key stakeholders, including investors, clients, employees, and ESG rating organizations and by studying industry peers. Our analysis of ESG topics included alignment to the Sustainability Accounting Standards Board (“SASB”). We also drew upon subject matter expertise to collect and organize content.

In January 2023, Perimeter released its inaugural ESG Report, which detailed our progress against the SASB framework. After the release of our Report, Perimeter continued to build upon and improve our oversight framework throughout 2023. This spring, we completed our second assessment of sustainability priorities. Our analysis of sustainability topics included the Task Force on Climate-Related Financial Disclosures (“TCFD”), the 17 United Nations Sustainable Development Goals (“SDGs”), as well as the Sustainability Accounting Standards Board (“SASB”) Standard.

In January 2024, we released our second ESG Report, which covers a range of topics including Scope 1 and Scope 2 greenhouse gas emissions, calculated in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. The highlights from our 2023 ESG Report include a description of our progress in:

•Enhancing our cybersecurity and data protection program through investments in monitoring capabilities, threat prevention and training.

•Fostering a global inclusive workforce through enhancing work-life balance resources to support employee needs and ongoing company-wide diversity initiatives.

•Supporting community engagement and volunteerism through ongoing philanthropic endeavors.

•Developing governance through best practices and policies meant to reflect Perimeter Solutions’ ongoing commitment to sustainable operations.

•Creating a corporate culture where health & safety are cornerstones.

ESG Strategy

We strive to be transparent by communicating through our ESG reporting how we understand, prioritize, and approach the topics most relevant to our business. Against this backdrop, we have, with the assistance of outside expertise, engaged with our internal and external stakeholders on sustainability topics to help further inform our future direction and determine our ESG strategic priorities. The three tenets of our sustainability strategy are: (1) Environmental Stewardship; (2) Social Impact; and (3) Governance.

Environmental Stewardship

The Company’s focus on environmental stewardship is integral to the work it does every day. Wildfire control products developed by the Company save tens of thousands of hectares of forest every year, helping these forests to continue to sequester carbon and reduce the amount of greenhouse gases released to the atmosphere. Our fire safety products also require dramatically less water to be effective, reducing the amount of water customers use while protecting a valuable natural resource. Internally, we have taken steps to increase recycling, made capital investments to reduce the amount of energy used in its manufacturing processes, and increased the use of e-records to reduce the Company’s carbon footprint.

Perimeter abides by all applicable legal and regulatory requirements to control and reduce its environmental footprint. Perimeter’s management team plays a crucial role in assessing and managing climate-related risks and opportunities. As we work to reduce our own emissions, we are also realizing sustainability opportunities in our supply chain. Through a proactive approach to supplier onboarding, combined with ongoing assessments of potential supply chain risks, we actively manage our supply chain, and have the ability to audit our supply chain partners for compliance with our requirements, including with respect to achievement of sustainability objectives.

Social Responsibility

We are also fully committed to providing equal employment opportunities. All recruiting, payment, performance and promotion decisions are based on merit, without discrimination on the basis of gender, sexual orientation, age, family status, ethnic origin, nationality, disability, or religious belief. Women represent approximately 20% of Perimeter Solutions’ total workforce. Members with diverse background comprise 33% of the Company’s Board.

We believe that investing in communities where we do business nationally and locally to create social and economic outcomes is at the heart of generating social impact. At the community level, Perimeter Solutions devoted approximately 500,000 hours of dedicated service to forest fire remediation. We are focused on contributing to the creation of a better world through its strategic nonprofit partnerships, volunteerism, and philanthropy.

Governance

We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical and responsible to earn the trust of our stakeholders. The Company has corporate governance policies and structures in place to support its culture of accountability and transparency. We continue to focus on diversity and independence at the Board level and its current Board includes a majority of independent directors. Our Code of Business Conduct and Ethics, together with our comprehensive corporate governance principles and structures, foster accountability and transparency across Perimeter.

Our Board is responsible for oversight of our risk management processes and regularly discusses with management our major risk exposures and strategies. We implement robust risk management programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners and our industry. Our IT team works 24/7 and uses a combination of industry-leading tools and innovative technologies to help protect our stakeholder’s data. Our team members are responsible for complying with our data security standards and complete mandatory annual training to understand the behaviors and technical requirements necessary to keep data secure.

ESG Engagement

We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate. For more information on our sustainability program, policies, or to view our 2023 Report, please visit: https://www.perimeter-solutions.com/en/2024/02/16/perimeter-solutions-releases-2023-environmental-social-and-governance-report/.

Certain Relationships and Related Party Transactions

During 2023, we did not enter into any related party transactions other than as set forth below.

Founder Advisory Agreement

On November 9, 2021, in connection with the consummation of the transactions contemplated by the business combination agreement, dated June 15, 2021, by and among the Company, EverArc Holdings Limited (“EverArc”), EverArc (BVI) Merger Sub Limited, and SK Invictus Holdings S.à r.l. (the “Business Combination”), the Company, EverArc and the EverArc Founders, LLC (“EverArc Founder Entity”) entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the previously disclosed advisory services agreement dated December 12, 2019 (the “Founder Advisory Agreement”) between the EverArc Founder Entity and EverArc. Pursuant to the Founder Advisory Agreement and Founder Assignment Agreement, the EverArc Founder Entity provides services to the Company, including strategic and capital allocation advice. The EverArc Founder Entity is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Haitham Khouri, Tracy Britt Cool and Vivek Raj (the “Founders”). Each of the Founders serves as a director of the Company and Haitham Khouri also serves as an executive officer of the Company.

In exchange for the services provided under the Founder Advisory Agreement, the EverArc Founder Entity is entitled to receive both a variable amount (the “Variable Annual Advisory Amount”) and a fixed amount (the “Fixed Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”), each as described below:

•Variable Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2031, and once the Average Price (as defined in the Founder Advisory Agreement) per ordinary share of the Company ("Ordinary Shares") is at least $10.00 for ten consecutive trading days, the Variable Annual Advisory Amount will be equal in value to:

•in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one Ordinary Share of the Company over $10.00 (such increase in market value, the “Payment Price”) multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number; and

•in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number.

•Fixed Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2027, the Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of the 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number).

For 2023, the EverArc Founder Entity did not receive a variable annual advisory fee (the "2023 Variable Amount") as there was not an increase in the Payment Price over the previous year. The EverArc Founder Entity received the fixed annual advisory amount which, for 2023, was equal to 1.5% of the Founder Advisory Agreement Calculation Number: 2,357,061 Ordinary Shares or a value of approximately $10.6 million (based on the Average Price for 2023) (the “2023 Fixed Amount” and together with the 2023 Variable Amount, the “2023 Advisory Amounts”). William N. Thorndike, Jr., W. Nicholas Howley, Haitham Khouri, Vivek Raj and Tracy Britt Cool hold ownership interests of 33%, 33%, 25%, 7% and 2%, respectively, in the EverArc Founder Entity.

The Founder Advisory Agreement can be terminated at any time (i) by the EverArc Founder Entity if the Company ceases to be traded on the NYSE; or (ii) by the EverArc Founder Entity or the Company if there is (A) a Sale of the Company (as defined in the Founder Advisory Agreement) or (B) a liquidation of the Company.

Subject to certain limited exceptions, the EverArc Founder Entity’s liability for losses in connection with the services provided is excluded and the Company has agreed to indemnify the EverArc Founder Entity and its affiliates in relation to certain liabilities incurred in connection with acts or omissions by or on behalf of the Company or the EverArc Founder Entity. If the Founder Advisory Agreement is terminated under (i) or (ii)(A), the Company will pay the EverArc Founder Entity an amount in cash equal to: (a) the Fixed Annual Advisory Amount for the year in which termination occurs and for each remaining year of the term of the agreement, in each case at the Payment Price; and (b) the Variable Annual Advisory Amount that would have been payable for the year of termination and for each remaining year of the term of the agreement. In each case the Payment Price in the year of termination will be calculated on the basis of the Payment Year ending on the trading day immediately prior to the date of termination, save that in the event of a Sale of the Company, the Payment Price will be calculated on the basis of the amount paid by the relevant third party (or cash equivalent if such amount is not paid in cash). For each remaining year of the term of the agreement the Payment Price in each case will increase by 15% each year. No account will be taken of any Payment Price in any year preceding the termination when calculating amounts due on termination. Payment will be immediately due and payable on the date of termination of the Founder Advisory Agreement. On the entry into liquidation of the Company, an Advisory Amount will be payable in respect of a shortened year which will end on the trading day immediately prior to the date of commencement of liquidation. The Founder Advisory Agreement is governed by New York law.

Related Party Leases

The Company paid $0.4 million to lease real property from the sellers of First Response Fire Rescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”) during the year ended December 31, 2023. Shannon Horn, who serves as our Business Director, North America Retardant and Services, was one of the sellers of Ironman and owns 49% of SLCK Commercial Properties, LLC, the landlord to the leased real property.

Board Role in Risk Management

Our Board is responsible for overseeing our risk management process. Our Board performs its risk oversight function primarily through its standing Audit Committee, which reports to the entire Board and is comprised solely of Independent Directors. As described above in more detail under “Board Committees – Audit Committee,” the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the financial reporting process, our system of internal controls and compliance regarding finance and accounting, audits of our financial statements and our policies on risk assessment and risk management. Our Board reviews the annual report from the Audit Committee, discussing the adequacy and effectiveness of our compliance policies and procedures. Our Board also assesses any recommendations from the Audit Committee based upon its annual review of the Audit Charter for changes that may be required to further assist the Audit Committee in performing its risk oversight responsibilities.

Our Board also focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. The Executive Committee, which reports to the entire Board, assists the Board by providing oversight relating to our enterprise risks. Our Executive Committee responsibilities include overseeing overall strategy, including top-level organizational structure and products or markets served and capital allocation and capital markets activities.

Communication with the Board

Shareholders and other parties interested in communicating directly with one or more individual directors or with the non-management directors as a group, may do so by writing to the individual director or group, c/o Perimeter Solutions, SA, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg (registered office of Perimeter Solutions, SA) or 8000 Maryland Ave. Suite 350, Clayton, Missouri 63105, Attention: Corporate Secretary (offices of Perimeter Solutions, SA). The Board has directed our corporate secretary to forward shareholder communications to our Co-Chairmen of the Board and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his or her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some manner; and other correspondence unrelated to the Board’s corporate governance and oversight responsibilities.

DIRECTOR COMPENSATION

Our non-employee independent director compensation policy, which was adopted on November 8, 2021, immediately prior to the consummation of the Business Combination, provides for the following compensation for our non-employee independent directors:

•Annual Retainer. Each non-employee independent director is paid a cash retainer of $75,000 per year.

•Committee Fees. Each Committee chairperson is paid a cash retainer fee per year, as follows: $15,000 to the chairperson of our Audit Committee, $5,000 to the chairperson of our Compensation Committee and $5,000 to the chairperson of our Nominating and Corporate Governance Committee.

•Annual Equity Award. Every year, we will make grants of stock options to each non-employee independent director covering compensation for one fiscal year, granted on the same terms and conditions as those granted to our employees, which vest over five years, subject to the achievement of certain performance conditions. The terms and conditions of these options are discussed in greater detail under “Compensation Discussion and Analysis—Equity Compensation.”

•Reimbursements. In addition, all of our directors are entitled to be reimbursed by the Company for reasonable expenses incurred by them in the course of their directors’ duties relating to us.

Messrs. Howley, Thorndike, Jr. and Khouri will not receive compensation for their service as directors in light of their affiliation and control over the entity which provides advisory services to the Company in exchange for a fee, as described under “Corporate Governance—Certain Relationships and Related Party Transactions—Founder Advisory Agreement.” Mr. Goldberg also receives compensation for his services as Vice Chairman of the Company, but such compensation is not for his services as a director and therefore not included in the table below. In addition, Mr. Khouri, who serves as our Chief Executive Officer, is not entitled to receive compensation for his services as a director.

The table below sets forth the non-employee director compensation for the year ended December 31, 2023.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Tracy Britt Cool	75,000	157,150	232,150
Robert S. Henderson	80,000	255,500	335,500
Sean Hennessy	90,000	255,500	345,500
Vivek Raj	75,000	157,150	232,150
Bernt Iversen II	80,000	255,500	335,500

______________

(1)Represents the Black Scholes or Hull-White, as applicable, option-pricing model "fair value" on the date the options were granted. The performance-based stock options were granted to Ms. Cool and Messrs. Henderson, Hennessy, Iversen and Raj on February 15, 2023 and additional performance-based stock options were granted to Messrs. Henderson, Iversen and Hennessy on September 6, 2023 as compensation for the extensive additional services Messrs. Henderson, Iversen and Hennessy provided to the Company in 2023, including in connection with executive compensation matters.

(2)The following table sets forth the aggregate number of unexercised stock options to purchase Ordinary Shares outstanding at December 31, 2023 for each of our non-employee directors:


Name						Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2023
Tracy Britt Cool						78,750
Robert S. Henderson						113,750
Sean Hennessy						113,750
Vivek Raj						78,750
Bernt Iversen II						99,167

EXECUTIVE OFFICERS

Set forth below is certain information relating to our current executive officers. Biographical information with respect to Mr. Khouri is set forth above under “PROPOSAL 1—ELECTION OF DIRECTORS.”

Name

Age

Title

Haitham Khouri

Chief Executive Officer and Director

Kyle Sable

Chief Financial Officer

Noriko Yokozuka

General Counsel, Corporate Secretary and Compliance Officer

Jeffrey Emery

President of Global Fire Safety

Shannon Horn

Business Director, North America Retardant and Services

Stephen Cornwall

President of Specialty Products

Kyle Sable has served as Chief Financial Officer of the Company since November 2023. From May 2022 until November 2023, Mr. Sable served as Vice President, Strategy and Corporate Development for the Company. Prior to joining the Company, Mr. Sable served as a Principal for Banbury Partners from April 2014 until September 2021, an investment fund based in Charlotte, North Carolina. Mr. Sable has more than 20 years of investing and strategy experience in private and public companies across several Tiger Management-heritage investment funds, Bain Capital and Bain & Company. Mr. Sable holds a Bachelor of Business Administration with High Distinction from the University of Michigan and a Master of Business Administration with Distinction from Harvard Business School.

Noriko Yokozuka has served as General Counsel of the Company since the consummation of the Business Combination in November 2021. Ms. Yokozuka joined Perimeter Solutions in March 2018 as General Counsel. Prior to joining Perimeter Solutions, Ms. Yokozuka served as General Counsel for ICL Americas. She previously worked as in-house counsel for a healthcare venture capital firm and family office in New York. Ms. Yokozuka started her legal career with the Investment Management and Corporate groups at Skadden, Arps, Slate, Meagher & Flom. Previous to her legal career, Ms. Yokozuka was an associate at JPMorgan. Ms. Yokozuka received her law degree from the University of Virginia – School of Law and her undergraduate degree from Yale University.

Jeffrey Emery has served as President of Global Fire Safety since May 2022. Prior to joining the Company, Mr. Emery served as the Vice President and General Manager of Industrial Automation for the Americas at Norgren. Previously, Mr. Emery spent 10 years with Scott Safety, a global leader in high performance safety equipment for firefighters, military personnel and industrial workers. Following 3M’s acquisition of Scott Safety, Mr. Emery led the global business unit within 3M through a period of significant growth and business integration. Earlier in his career, Mr. Emery held commercial and general management roles within Honeywell’s Aerospace and Specialty Materials Divisions. Mr. Emery earned his BA in Psychology from Augustana (IL) College, and his MBA from University of Illinois, Urbana-Champaign.

Shannon Horn has served as Business Director, North America Retardant and Services of the Company since the consummation of the Business Combination in November 2021. Mr. Horn joined Perimeter Solutions in 2019 as Business Director and brings over 30 years of experience in the fire safety business. Since 2003, Mr. Horn owned and operated First Response Fire and Rescue, River City Fabrication and H&S Transport, which provided services and equipment support to the company’s fire safety business. Perimeter Solutions acquired these three businesses in March 2019. Mr. Horn holds accounting and business degrees from Long Beach City College and Portland State University – School of Business.

Stephen Cornwall has served as President of Specialty Products of the Company since the consummation of the Business Combination in November 2021. Mr. Cornwall joined Perimeter Solutions in December 2019 as Chief Commercial Officer and has over 27 years in the chemical industry, from Monsanto to Perimeter Solutions, in various sales and marketing management positions focused on the phosphorus and derivatives product lines. Mr. Cornwall is the former president of the Chemical Club of New England and the Racemics Group, as well as the former chairman and a board member of the Chemical Educational Foundation. He is also the 2012 recipient of the Supplier of the Year award from the National Association of Chemical Distributors. Mr. Cornwall holds a BA in Economics from Westminster College.

COMPENSATION DISCUSSION & ANALYSIS

Introduction

•Haitham Khouri – Chief Executive Officer or the "CEO"(1)

•Edward Goldberg – Vice Chairman and Former Chief Executive Officer or the "Former CEO"(2)

•Kyle Sable – Chief Financial Officer or the "CFO"(3)

•Charles Kropp – Former Chief Financial Officer or the "Former CFO"(4)

•Jeffery Emery – President, Fire Safety

•Shannon Horn – Business Director, North America Retardant and Services

•Noriko Yokozuka – General Counsel and Chief Administrative Officer

___________________________________

(1)Mr. Khouri assumed the position of CEO on March 8, 2023.

(2)Mr. Goldberg transitioned from CEO to Vice Chairman on March 8, 2023.

(3)Mr. Sable transitioned from Vice President, Strategy and Corporate Development to CFO on November 16, 2023.

(4)Mr. Kropp's employment ended on November 16, 2023.

Named Executive Officer ("NEO") Transitions in 2023

Effective on March 8, 2023, Haitham Khouri was appointed to serve as the CEO of the Company. Mr. Khouri succeeded Mr. Goldberg, who transitioned to the role of Vice Chairman. In connection with Mr. Goldberg’s appointment as Vice Chairman, we entered into an amendment to Mr. Goldberg’s employment agreement (the “Goldberg Amendment”) which is described below under “Employment Agreements.”

In connection with Mr. Khouri’s appointment, we entered into an Employment Agreement with Mr. Khouri, which amended and restated his existing employment agreement (the “Khouri Employment Agreement”). Pursuant to the Khouri Employment Agreement, Mr. Khouri: (i) is entitled to an annual base salary of $525,000 and a target bonus opportunity of 100% of Mr. Khouri’s annual base salary, and (ii) received an additional grant of performance-based stock options to purchase 2,000,000 ordinary shares of the Company with an exercise price per share equal to the closing price per ordinary share on the grant date. The options will be eligible to vest based on the same performance goals for fiscal years 2023 through 2027 as those set forth in the option agreements of other executive officers covering the same performance periods.

Mr. Sable transitioned from Vice President, Strategy and Corporate Development to CFO on November 16, 2023 when Mr. Kropp’s employment terminated. In connection with his promotion, we entered into an Employment Agreement with Mr. Sable (the “Sable Employment Agreement”), pursuant to which Mr. Sable is entitled to an annual base salary of $330,000 and a target annual bonus equal to 50% of his annual base salary. The terms and conditions of the Sable Employment Agreement are otherwise similar to those in the employment agreements of the other executive officers. Mr. Sable also received an additional grant of 100,000 performance-based options under the Company’s 2021 Equity Plan, which shall be eligible to vest based on the same performance goals for fiscal years 2023 through 2027 as those set forth in the option agreements of other executive officers covering the same performance periods. In connection with Mr. Kropp’s departure, we entered into a Separation and Release Agreement (the “Kropp Separation Agreement”) with Mr. Kropp which is described under “Employment Agreements.”

Compensation Philosophy and Objectives

We are committed to providing a fair and market competitive executive compensation program that will attract, retain and reward high-performing employees. Our compensation package is tied to the Company meeting short-term and long-term financial targets and individuals achieving annual performance goals. Below are the objectives of our program:

Focus on Long-Term Performance. We emphasize long-term performance and retention of superior executive talent by limiting short-term cash compensation, such as salary and annual incentive payouts, with a focus on long-term equity awards.

Performance Expectations and Shareholder Alignment. We provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value. We establish clear financial goals focused on the overall success of the Company.

Employee Retention. We reinforce our mission to recruit and retain a highly motivated workforce to support the overall growth and performance of the Company.

Overview of 2023 Performance

The 2023 North American fire season was very mild, with U.S. acres burned ex-Alaska at 2.3 million acres, which represented an almost 50% decrease compared to 2022 and almost 60% below the 10-year US average. Despite the mild 2023 fire season primarily driven by idiosyncratic weather events, including record aggregate rainfall and snowpack in some of the most fire prone regions of the United States in the first half of the year, 2023 Fire Safety revenue, EBITDA, and EBITDA margin were all roughly flat versus 2022. We believe the 2023 financial results for Fire Safety outperformed the decline in acres burned principally due to improved unit economics throughout our retardant business, strong performance from our international retardant markets and excellent performance from our suppressants business. As disclosed in our financial statements for the fiscal year ended December 31, 2023, in our Annual Report on Form 10-K, Fire Safety Revenue and Adjusted EBITDA was approximately $225.6 million and $76.2 million, respectively. Fire Safety Adjusted EBITDA margins were flat versions 2022—34% in 2023 compared to 34% in 2022.

The Specialty Products segment also experienced a weak demand environment in 2023 due to inventory destocking activity in the specialty chemicals supply chain. The Specialty Products segment 2023 full-year sales decreased by 28% to $96.6 million compared to $133.9 million in 2022. Full-year Adjusted EBITDA decreased by 57% to $20.6 million compared to $48.0 million in 2022. EBITDA margin was 21% compared to 36% for 2022. See Annex A for a reconciliation of non-GAAP financial measures to our results reported under GAAP.

During a mild 2023 fire season, our management team stayed committed to focusing on driving long-term equity value creation through consistent improvement of our operational value drivers: profitable new business, continual productivity improvements, and pricing to reflect the value we provide. In addition to making significant progress on the three operational value drivers, our management team sought to maximize equity value creation through allocation of capital, as well as management of our capital structure. We repurchased 6.3 million shares in the fourth quarter, with the average price of $4.21 and repurchased approximately 12.2 million shares in 2023, at the average price of $5.24.

Our management team delivered on a number of key strategic initiatives throughout 2023.

•Introduction of Solberg 3% Mil-Spec Synthetic Fluorine-Free Foam (SFFF), the first fluorine-free firefighting foam concentrate to be added to the Department of Defense Qualified Products List (QPL).

•Fire suppressant sales increased $15.2 million in the Americas, $4.4 million in Europe and $0.7 million in Asia Pacific due to growth in sales of new fluorine free foam concentrates, a strong performance in emergency response business and expansion into new geographies and markets.

•Canada experienced a historic fire season in 2023. Our Canadian Fire Safety operations accounted for 14% of the Company’s annual revenues, compared with 5% in 2022.

For more information, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our audited financial statements included therein.

Compensation Governance Practices

Our executive compensation program is based on the following best practices:


What We Do						What We Don't Do
Equity compensation is based on performance-based options.						Our option program is driven by specific performance criteria. We do not issue time-vested options or any other types of time-vested equity awards.
Regular review of compensation, especially incentive compensation to ensure, continued alignment with our strategy.						We do not provide any post-employment retirement or pension benefits to our executive officers that are not available to our employees generally.
Compensation Committee consisting entirely of independent directors.						We do not provide tax gross-ups for payments or benefits paid in connection with a change in control.
The Compensation Committee directly retains an independent compensation consultant.						We do not permit short sales, hedging, or pledging of share ownership positions involving derivatives of our Ordinary Shares.
Robust share ownership and share retention guidelines.						We do not permit re-pricing or backdating of equity awards.

Executive Compensation Setting Process

Compensation Committee Review and Discretion

Our Board has:

•established on November 1, 2021 a compensation committee in accordance with article 441-6 of the Luxembourg law of August 10, 1915 on commercial companies as amended; and

•adopted a written Compensation Committee Charter that governs the responsibilities of the Compensation Committee.

The Compensation Committee reviews and approves the compensation of the Company’s NEOs in accordance with the Company’s executive compensation philosophy. Our Compensation Committee is comprised entirely of independent directors who are informed by the experience of their members and advised by the Compensation Committee’s independent compensation consultant, other directors, the CEO and other members of our management team.

In its evaluation of the annual performance of the CEO in light of our goals and objectives, the Compensation Committee considers all relevant factors, including our performance and relative shareholder return, execution on our operational value drivers, the value of similar awards to chief executive officers of comparable companies and the awards given to our CEO in past years. The Compensation Committee also reviews and approves option grants to executive officers and any other participants under our equity-based compensation plan. The Compensation Committee has full power and authority to administer these plans, establish guidelines, interpret plan documents, select participants, approve grants and awards, and exercise such other power and authority as may be permitted or required under such plans.

The Role of the Chief Executive Officer

The CEO provides compensation recommendations for the NEOs (other than himself) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, the review, analysis, and final approval of compensation actions are made solely by the Compensation Committee. Recommendations for the annual incentive payments are made based on our financial performance for the relevant year, and the CEO’s personal review of each NEOs performance, job responsibilities, execution against our value drivers and our overall business strategy, as well as our compensation philosophy. At the Compensation Committee’s request, for 2023, Mr. Khouri provided an assessment of each NEO’s job performance against the company value drivers, execution on key business strategies and any performance highlights that provided additional value to the Company.

The Role of the Compensation Consultant

During 2023,the Compensation Committee continued to engage F.W. Cook & Co., Inc. (“FW Cook”) to serve as the Company’s compensation consultant and to provide independent advice, research, and analytical

services on a variety of subjects, including compensation of executive officers and executive compensation trends. FW Cook evaluated executive compensation policies and guidelines and provided analysis of policies and guidelines compared to best practices in the industry. The Compensation Committee has reviewed the independence of FW Cook in light of SEC rules and NYSE Listing Standards regarding compensation consultants and has concluded that FW Cook’s work for the Compensation Committee during 2023 did not raise any conflict of interest and that FW Cook is independent.

Consideration of the Shareholder Advisory Vote on Executive Compensation

We held an advisory vote on executive compensation in the 2023 fiscal year, which received the support of 81% of our shareholders at our 2023 Annual Meeting of Shareholders. Both our Compensation Committee and our Board periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and development, and will take into account the outcome of future non-binding advisory votes by our shareholders.

Peer Group and Market Benchmarking

We benchmark NEO compensation levels using a peer group of companies. The peer group identified by FW Cook, our compensation consultant, consisted of 16 publicly traded chemical companies:

AgroFresh Solutions, Inc.
(AGFS)

Chase Corporation
(CCF)

Ingevity Corporation
(NGVT)

LSB Industries, Inc. (LXU)

American Vanguard Corporation (AVD)

CVR Partners LP (UAN)

Innospec Inc. (IOSP)

Rayonier Advanced Materials Inc.(RYAM)

Amyris, Inc. (AMRS)

Ecovyst, Inc. (ECVT)

Intrepid Potash, Inc. (IPI)

Trecora Resources (TREC)

Balchem Corporation (BCPC)

Hawkins, Inc. (HWKN)

Livent Corporation (LTHM)

Tredegar Corporation (TG)

The peer group was selected by evaluating size, analogous industries, annual revenues, statistical reliability, and market capitalization as well as those companies that are perceived competitors for talent. Overall, our cash compensation levels are generally below a competitive range of the market median, while the total direct compensation is above market which reflects the risk premium associated with the performance-based options.

Components of the Executive Compensation Program

Component

Fixed or
Variable

Component Goal(s)

Key Features and Considerations

Base Salary

Fixed

Employee Retention

•

Salary paid in cash. Stable source of income and standard for executive compensation plans. Provides compensation for day-to-day contributions.

•

We support equitable pay practices and consider benchmarks based on geography, industry, and other relevant factors.

Annual Cash Incentive Compensation

Variable

Employee Retention

•

Cash incentive earned and awarded annually.

Performance Expectations

•

Quantitative metric based on EBITDA targets.

•

Creates a variable incentive opportunity as a portion of the executive compensation package.

•

Reinforces and rewards executives for delivering key business goals which are short term in nature.

•

Pays only when minimum performance criteria are met and pays above market when target performance criteria are exceeded.

•

Split between quantitative metric and qualitative individual performance assessment to ensure alignment with shareholders while rewarding executive for key individual contributions.

Equity Compensation

Variable

Performance Expectations and Shareholder Alignment

•

Long-term equity-based incentives awarded periodically in the form of performance-based options.

Focus on long-term performance

•

Create a compensation opportunity aligned with the interests of shareholders.

•

Provides incentive to achieve sustained performance and growth over a longer term.

•

Rewards executives for delivering shareholder return.

Base Salaries

Each of our NEOs receives a base salary which has been established by our Compensation Committee, taking into account each individual’s role, responsibilities, skills, and experience. Base salaries for our NEOs are reviewed annually by our Compensation Committee or Board, as applicable, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

For the year ended December 31, 2023, the annual base salaries for each of Messrs. Khouri, Goldberg, Sable, Kropp, Emery, Horn and Ms. Yokozuka were $524,992, $614,349, $330,000, $330,000, $329,992, $266,240 and $320,008, respectively. This represents an increase of approximately 5% for all NEOs except Mr. Khouri, whose salary increase was approximately 9.4% with his promotion to CEO in 2023. Mr. Sable, whose salary increase was approximately 12% in connection with his promotion to CFO in 2023 and Mr. Horn, whose salary increase was approximately 3.8%.

Annual Cash Incentive Compensation

Consistent with our pay-for-performance philosophy, and to promote alignment with shareholders’ interests, we expect that each NEO’s compensation will be based, at the discretion of the Compensation Committee,

on both Company and individual performance. For 2023, payouts under our annual cash incentive plan were based on the combination of our EBITDA performance and each executive’s individual performance.

Target Opportunity. For 2023, all of our NEOs were eligible for an annual cash incentive opportunity calculated as a percent of their base salaries, as outlined below, based on the achievement of performance criteria tied to (i) our annual Adjusted EBITDA performance and (ii) the NEOs individual achievement targets that were tied to Company level financial, operational value driver and business strategies.

The Company adjusted its compensation program in 2023 to better align its financial incentives to consolidated or platform level performance. Each NEO’s incentive opportunity was adjusted from 60% annual Adjusted EBITDA performance of the entire Company and 40% NEOs individual achievement targets, to 75% Adjusted EBITDA performance of consolidated or platform level performance and 25% NEOs individual achievement targets. By adjusting the weighting more to Adjusted EBITDA targets, achievement of financial performance was further emphasized, and by attaching financial targets to consolidated or platform level performance, each NEO’s performance became more closely aligned to his or her areas of responsibilities.

After such change, for 2023, Mr. Khouri, Mr. Goldberg, Mr. Sable, Mr. Kropp and Ms. Yokozuka’s Adjusted EBITDA component is tied to the Company’s consolidated EBITDA performance. Mr. Emery’s Adjusted EBITDA component is tied to the EBITDA performance of the Fire Safety Platform and Mr. Horn's Adjusted EBITDA component is tied to the applicable area of his responsibilities within the Fire Safety Platform.


Named Executive Officer	Target Annual Incentive as a Percentage of Salary	Adjusted EBITDA Component	Individual Performance Component
Haitham Khouri	100%	75%	25%
Edward Goldberg	100%	75%	25%
Kyle Sable	50%	75%	25%
Charles Kropp	50%	75%	25%
Jeffery Emery	50%	75%	25%
Shannon Horn	40%	75%	25%
Noriko Yokozuka	40%	75%	25%

EBITDA Performance

2023 Performance and Payout. For 2023, when considering Adjusted EBITDA targets for the consolidated business or platform, the Compensation Committee considered many factors, including (i) the implementation of our key operational value drivers of (A) profitable new business, (B) productivity, (C) pricing our products to the value they provide, (ii) fluctuations in the severity of the North American fire season, and (iii) any other materially impactful external factors.

The 2023 Adjusted EBITDA goals and corresponding performance levels are noted below.


	Threshold	Target	Maximum	Fiscal Year 2023 Results
Adjusted EBITDA Consolidated	$80,950	$161,900	$242,850	$96,800
Adjusted EBITDA Fire Safety Platform	$48,784	$97,567	$146,351	$76,214

For 2023, actual Adjusted EBITDA was 60% of the 2023 target for Adjusted EBITDA Consolidated and 78% of the 2023 target for the Adjusted EBITDA Fire Safety Platform. The Adjusted EBITDA Fire Safety Platform includes certain adjustment factors, including adjustment for costs and expenses allocable to the platform as well as an adjustment factor based on ex-Alaska acres burned, as published by the National Interagency Fire Center. A portion of the budget for the Adjusted EBITDA Fire Safety Platform is adjusted upwards or downwards up to 25% based on the severity of the fire season. Specifically, the Fire Safety Platform Adjusted EBITDA is revised by a linear adjustment of a portion of the budget downwards to 75% between 3 million and 6 million acres ex-Alaska

burned, or upwards to 125% between 7 million and 10 million acres ex-Alaska burned. For 2023, a portion of the Adjusted EBITDA Fire Safety Platform budget was adjusted downwards to 75% based on 2.3 million acres burned ex-Alaska. The Adjusted EBITDA Fire Safety Platform is calculated against the budget of five business units: Fire Safety EMEA, Fire Safety APAC, Fire Safety Americas Suppressants, Fire Safety Prevention and Protection and Fire Safety Americas Retardant, and the Adjusted EBITDA Fire Safety Platform achievements is the sum of the achievement of all five business units subject to adjustments as described above.

The 2023 cash incentive opportunity threshold, target and maximum, actual performance as a percentage of the Adjusted EBITDA target, and the actual payouts as a percentage of target for such performance were as follows:


Named Executive Officer	Threshold	Target	Maximum	Actual	Payout
Haitham Khouri	38%	75%	113%	45%	45%
Edward Goldberg	38%	75%	113%	45%	45%
Kyle Sable	19%	38%	57%	23%	23%
Charles Kropp	19%	38%	57%	23%	38%
Jeffery Emery	19%	38%	57%	29%	29%
Shannon Horn	15%	30%	45%	19%	19%
Noriko Yokozuka	15%	30%	45%	18%	18%

Individual Performance

A portion of each NEO’s annual incentive payment is comprised of such NEO’s individual performance. Such individual performance is based on the NEO’s performance against a set of annual targets that are determined at the beginning of each year. Each NEO’s annual targets are set against each NEO’s contribution to and execution on, corporate value drivers and our overall business strategy.

The 2023 individual performance targets and actual performance for 2023, and the payouts as a percentage of target for such performance were as follows:


Named Executive Officer	Threshold	Target	Maximum	Payout
Haitham Khouri	13%	25%	38%	34%
Edward Goldberg	13%	25%	38%	25%
Kyle Sable	6%	13%	20%	15%
Charles Kropp	6%	13%	20%	13%
Jeffery Emery	6%	13%	20%	17%
Shannon Horn	5%	10%	15%	12%
Noriko Yokozuka	5%	10%	15%	12%

Combined EBITDA and Individual Performance

The following table shows the 2023 annual cash incentive awards, including the threshold, target and maximum potential payouts under those awards, and the actual payout amount based on the payouts described above for Adjusted EBITDA and individual performance, for each of our named executive officers.


	2023 Annual Cash Incentive Awards
Named Executive Officer	Threshold	Target	Maximum	Payout
Haitham Khouri	$262,496	$524,992	$787,488	$411,342
Edward Goldberg	$307,174	$614,349	$921,524	$429,135
Kyle Sable	$82,500	$165,000	$247,500	$106,026
Charles Kropp	$82,500	$165,000	$247,500	$165,000
Jeffery Emery	$82,498	$164,996	$247,494	$151,940
Shannon Horn	$53,248	$106,496	$159,744	$82,335
Noriko Yokozuka	$64,002	$128,003	$192,005	$94,853

2023 Equity Compensation

On March 8, 2023 and November 16, 2023, we granted 2,000,000 and 100,000 performance-based nonqualified stock options to Haitham Khouri and Kyle Sable, respectively. Each grant is subject to the terms and conditions set forth in the 2021 Equity Plan and a stock option agreement entered into between the Company and the applicable recipient.

For the year ended December 31, 2023, no portion of the performance-based options granted to our NEOs have vested to date as the achievement of annual operating performance per diluted share ("AOP"), based on EBITDA compounded annual growth rate criteria, was not achieved for 2023, but can still be earned based on performance in future periods.

Performance-Based Non-Qualified Stock Option Program

Overview

The equity component of our management’s compensation emphasizes long-term shareholder value creation through performance-based options. This is a substantial, at-risk component of our management’s compensation that is tied to performance. We believe that performance-based non-qualified stock option grants motivate and incentivize management to focus on long-term performance and align the interests of our management with the interests of shareholders by reinforcing the long-term goal of increasing shareholder value and yielding returns comparable to or higher than well-performing private equity funds and promoting the stability and retention of our high-performing executive team over the long-term. Each of our NEOs are recipients of option awards under our stock option program.

We typically grant options that are eligible to vest over a five-year period to employees in connection with new hires, promotions or as otherwise determined by the Compensation Committee (each, a “5-Year Option”). Thereafter, we generally expect plan participants to receive extension awards in connection with assumption of increased responsibilities and execution on the company’s long term business strategy.

In February 2024, the Compensation Committee approved annual extension awards that are eligible to vest based on performance in the fifth year following the awards (each, an “Annual Extension”) and biennial extension awards that are eligible to vest in the fourth and fifth year following such extension awards (each, a “Biennial Extension”). Biennial Extensions were granted to certain recipients who previously received a 5-Year Option covering the performance years of 2022 through 2026 (the options covered by these Biennial extensions will be eligible to vest based on performance goals for 2027 and 2028); and Annual Extensions to certain recipients who previously received a 5-Year Option covering the performance years of 2023 through 2027 (the options covered by these Annual Extensions will be eligible to vest based on performance goals for 2028). In February 2024, we also granted an additional 5-Year Option covering 500,000 performance-based options to Mr. Khouri.

Performance-Based Option Vesting at Specific Targets

Option vesting is subject to specific performance criteria. The 5-Year Options had been eligible to vest over a five-year period in equal annual tranches based on the AOP targets. The AOP targets are based on a minimum and maximum compounded annual growth rate from a baseline AOP. For the initial 5-Year Options granted in connection with our initial public offering in November 2021, we used a baseline AOP of $10 to set the annual AOP targets. For the subsequent 5-Year Options granted to our newly hired or promoted executives in 2022

and 2023, we continued to use the same AOP targets to ensure that the initial short- and long-term performance goals for our executive management team were aligned. The Company intends to use the actual or estimated AOP for a recently completed performance year as the baseline AOP to establish the AOP targets for new grants. This was the approach taken in establishing the future performance goals for the Biennial Extensions and Annual Extensions granted in February 2024. Resetting the baseline AOP means that the growth targets will appropriately reflect the then-current goals of the Company and ensures that the performance-based options will be more likely to continue to serve as a meaningful incentive to the participants.

The actual AOP achieved for any given year is calculated in accordance with a formula set forth in the award agreements. For each yearly tranche, the 5-Year Options had required 13.5% compounded annual growth for minimum vesting (resulting in 25% of that tranche vesting) and 23.5% compounded annual growth for maximum vesting (resulting in 100% of that tranche vesting).

However, in May 2023, we amended all our outstanding 5-Year Option agreements to better promote sustained growth and value creation over time, while also accounting for seasonal fluctuations outside the Company’s control, to ensure that its employees remain motivated and incentivized to achieve short- and long-term goals. In furtherance of these objectives, these amendments:

•adjusted the minimum and maximum AOP compound annual growth targets from 13.5% and 23.5% to 10% and 20%, respectively;

•adjusted and simplified the manner in which the option may vest after each performance year by eliminating the two-year look-back and look-forward provisions for excess AOP, and replacing it with the cumulative vesting provision described below under “Cumulative Vesting”; and

•added an alternative vesting provision based on the market price of the Company’s ordinary shares exceeding a certain price threshold for a sustained period commencing in the third fiscal year after grant, as described in more detail below under “Equity Sweep Provision.”

The amendments also made certain clarifying and other changes. The exercise price and the number of the options granted by the original stock option agreements did not change. The Biennial Extensions and the Annual Extensions contained the same substantive terms and conditions as the as-amended option agreements.

For any given performance year, the AOP for such year will be an amount equal to: (1) the difference of (a) the product of (i) EBITDA and (ii) a weighted EBITDA multiple of future acquisitions as determined by the Compensation Committee, less (b) net debt; divided by (2) the number of fully diluted shares, excluding ordinary shares issuable pursuant to the Founder Advisory Agreement (as determined in accordance with GAAP) as of the last day of the applicable fiscal year. The targets and definitions tied to the AOP calculation may be adjusted, in the sole discretion of the Compensation Committee, for, among other things, any acquisition or disposition of any business by the Company or any dividend or other distribution, merger or share repurchase.

2023 AOP did not meet the 10% minimum growth rate, so no options were earned based on 2023 performance, but may still be earned based on performance in future years.

AOP takes into consideration:

•growth in EBITDA,

•management of capital structure;

•cash generation;

•acquisition performance, including the acquisition price paid; and

•the impact of option dilution on common shares outstanding.

We use AOP as the performance-based metric because it focuses management on the fundamentals of shareholder value creation.

Cumulative Vesting

We view our performance on a long-term basis and set our targets to achieve long-term compound annual and cumulative growth. The original option agreements provided that if the actual AOP achieved for any given year had exceeded the maximum target, such excess could have been treated as having been achieved in the following

two fiscal years and/or the prior two fiscal years (without duplication) if less than the full amount of options would otherwise have vested for such years. However, in May 2023, we amended our option agreements to eliminate this two-year look-back and look-forward provision, replacing it with a cumulative vesting mechanism whereby the unvested portion from each annual tranche is added to the eligible amount of options that may vest based on performance the following year. By allowing the unvested portions to carry forward in this manner, the vesting at the end of each year will be no less than representative of the cumulative AOP performance through such year. This cumulative vesting approach is intended to reward performance over time, while also continuing to provide the employees the opportunity to earn yearly tranches prior to the completion of the full performance period. We believe this will ensure that our employees remain incentivized throughout the full performance period to meet the cumulative performance goals. It also creates a simpler process that is more intuitive for participants to understand than the two-year look-back and look-forward provision.

In addition, if any options remain unvested at the end of the fifth performance year covered by the option agreement, such unvested options may still vest based on the AOP achieved for the sixth and seventh performance years. The minimum and maximum AOP targets for these final two years will continue to reflect the same 10% and 20% cumulative growth, respectively, compared to the then-prior year. Therefore, if there is a seasonal fluctuation outside the Company’s control in the fifth performance year covered by a 5-Year Option or any Biennial Extension or Annual Extension, this provides our employees with a meaningful opportunity to still obtain full vesting of their options by meeting the cumulative growth targets in the following two performance years.

Equity Sweep Provision

The as-amended option agreements also added an equity sweep provision whereby if the market price of the Company’s ordinary shares exceeds an amount equal to (i) two times the exercise price less (b) any dividends per share paid after the applicable grant date, on any 60 trading days within any 12-month period commencing on or after the first day of the third performance year covered by the 5-Year Option and ending on the last day of the fifth performance year covered by the 5-Year Option (the 60th day on which such price threshold is met during such period, the “Trigger Date”), then all options that remain unvested as of the Trigger Date will no longer be subject to the AOP performance-based conditions. If the Trigger Date is prior to the first day of the fifth performance year, then 50% of such unvested options will vest on the last day of the fourth performance year and the remaining 50% will vest on the last day of the fifth performance year. If the Trigger Date is during the fifth performance year, then 100% of the unvested options will vest on the last day of the fifth performance year. In each case, such vesting will remain subject to the participant’s continuous service through the applicable vesting date.

Other Performance Vesting Criteria

Pursuant to the Goldberg Amendment, Mr. Goldberg’s option agreement was amended to adjust the performance terms and conditions of the outstanding 5-Year Options granted thereunder so that 50% of such outstanding options eligible to vest in each of fiscal years 2023 through 2026 will remain subject to the existing performance terms and conditions, and the remaining 50% of such outstanding options eligible to vest in such fiscal years based on the achievement of certain performance goals to be established annually by the Compensation Committee of the Board related to the Mr. Goldberg’s position and duties as Vice Chairman. See “Employment Agreements—Edward Goldberg” for additional details. In February 2024, Mr. Goldberg received a Biennial Extension that provided for the same split of performance criteria.

Employee Benefit Plans

Our NEOs are eligible to participate in employee benefit plans, including medical, life and disability benefits on the same basis as other eligible employees. These benefits include:

•health, dental and vision insurance;

•vacation, paid holidays and sick days;

•group term life insurance, voluntary life insurance and supplemental accident and critical illness insurance; and

•short-term and long-term disability insurance.

The employment agreements and related severance payments available to our NEOs are described in more detail under the Sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.

401(k) Plan

Our NEOs are eligible to participate in an employee 401(k) plan, which consists of a match and an employer discretionary contribution. The plan allows both pre-tax and ROTH contribution options.

•The company match formula under the 401(k) safe harbor plan is 100% of the first 3% and 50% of the next 2%, which is vested when contributed.

•The employer discretionary amount for non-safe harbor employer contribution is 3% of eligible compensation, which has an initial 3-year cliff vesting schedule.

Other Compensation-Related Practices and Policies

Prohibition on Hedging, Pledging and Short Sales. No director, officer or employee is permitted to pledge our shares or engage in short sales or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our shares. We allow for certain portfolio diversification transactions, such as investments in exchange funds. All of the directors and executive officers are in compliance with this policy.

Share Retention Guidelines. The majority of our executive officers, including our Chief Executive Officer and other NEOs are required to hold a minimum level of personal investment of $2.2 million (for Chief Executive Officer and Vice Chairman), $1.5 million (Business Director, North America Retardant & Services), $1.2 million (for President of Fire Safety), $600,000 (Chief Financial Officer), $400,000 (President of Specialty Products), and $450,000 (General Counsel and Chief Administrative Officer), respectively, in our shares pursuant to share retention guidelines attached to their respective award agreement. The aggregate value may include the fair market value of shares associated with underlying options over the exercise price, but half of the value must be attributable to our shares held by each officer.

Clawback Policy. In 2023, the Board of Directors adopted a clawback policy for the Company’s executive officers (the “Executive Officer Clawback Policy”) that authorized the Company to recover incentive-based compensation previously paid to its Section 16 officers and any other senior executives as determined by the Compensation Committee. The policy provides that, in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Board or, if so designated by the Board, the Compensation Committee of the Board, is authorized to take action to recoup all or part of any incentive-based compensation received by a Section 16 officer of the Company. For purposes of this policy, incentive-based compensation means any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure, which may include stock price, total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return, and AOP criteria.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Bernt Iversen II, Chair

Vivek Raj

Sean Hennessy

Robert S. Henderson

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2023, 2022 and 2021.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Option Awards(2)	Non-Equity Incentive Plan Compensation (3)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(4) ($)	Total ($)
Haitham Khouri(5) Chief Executive Officer	2023	524,992	—	8,440,000	411,342	—	45,907	9,422,241
Edward Goldberg(6) Vice Chairman and Former Chief Executive Officer

SEC Form DEF 14A filed by Perimeter Solutions SA