prm-20230501

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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May 1, 2023

Dear Fellow Shareholder:

On behalf of your Board of Directors of Perimeter Solutions, SA, you are cordially invited to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”), to be held at the registered office of Perimeter Solutions, SA at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg at 2:00 p.m., local time, on June 22, 2023, or at any adjournment(s) or postponement(s) thereof. Only holders of our ordinary shares as of the close of business on April 24, 2023, 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 2023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 2023.

To the Shareholders of Perimeter Solutions, SA:

The 2023 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 registered office of the Company on June 22, 2023, 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 April 24, 2023 (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 seven nominees as set forth in the accompanying Proxy Statement with terms expiring at the 2024 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, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers (“Say on Frequency”);

4.To approve the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and BDO Audit SA as the statutory auditor of the Company for the year ending December 31, 2023;

5.To approve the Company’s annual accounts (the “Annual Accounts”) prepared in accordance with accounting principles generally accepted in Luxembourg (“Luxembourg GAAP”) for the 2022 financial year;

6.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 2022 financial year;

7.To allocate the results shown in the Annual Accounts for the 2022 financial year;

8.To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the 2022 financial year;

9.To approve the compensation of certain of the non-employee independent directors of the Company for 2022; 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, 2022 on or about May 1, 2023.

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 April 24, 2023, 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 April 24, 2023, 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, “FOR” proposals 2, “No recommendation” proposal 3 and “FOR” proposals 4 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,
May 1, 2023			Noriko Yokozuka General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2023.

The Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 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 May 1, 2023.

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

202 2 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			6

CORPORATE GOVERNANCE			8

Corporate Governance Guidelines			8

Meetings			8

Board Leadership Structure			8

Director Independence			8

Board Committees			8

Audit Committee			9

Compensation Committee			10

Nominating and Corporate Governance Committee			11

Code of Business Conduct and Ethics			12

Certain Relationships and Related Party Transactions			12

Board Role in Risk Management			14

Communication with the Board			14

DIRECTOR COMPENSATION			15

EXECUTIVE OFFICERS			17

CO MPENSATION DISCUSSION & ANALYSIS			18

Introduction			18

Compensation Philosophy and Objectives			19

Compensation Governance Practices			20

Executive Compensation Setting P rocess			20

COMPENSATION COMMITTEE REPORT			27

EXECUTI VE COMPENSATION			28

Summary Compensation Table			28

Grants of Plan-based Awards			29

Outstanding Equity Awards a t 2022 Fiscal Year End			29

E m ployment Agreements			30



Option Exercises and Stock Vested During 2022			33

Potential Payme nts Upon Terminat ion or C hange in Control			33

CEO Pay Ratio			35
Pay Versus Performance			35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			45

Shareholder Vote Requirement			45

P roposal			45

Non-Binding Vote			45

Recommendation of the Board			45

PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			46

Shareholder Vote Requirement			46

Proposal			46

Recommendation of the Board			46

PROPOSAL 4 — APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND STATUTORY AUDITOR FOR THE YEAR ENDING DECEMBER 31, 20 2 3			47

Indepen dent Registered Public Accounting Firm Fees			47

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services			47

Shareholder Vote Requirement			47

Recommendation of the Board			47

PROPOSAL 5 — APPROVAL OF THE ANNUAL ACCOUNTS FOR THE 2022 FINANCIAL YE AR			48

Shareholder Vote Requirement			48

Recommendation of the Board			48

PROPOSAL 6 — APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2022 FINANCIAL YEAR			49

Shareholder Vote Requirement			49

Recommendation of the Board			49

PROPOSAL 7 — ALLOCATION OF THE RESULTS OF THE ANNUAL ACCOUNTS FOR THE 2022 FINANCIAL YEAR			50

Shareholder Vote Requirement			50

Recommendation of the Board			50

PROPOSAL 8 — DISCHARGE OF LIABILITY TO CURRENT DIRECTORS OF THE COMPANY FOR THE EXERCISE OF THEIR MANDATES AS DIRECTORS OF THE COMPANY IN RELATION TO THE 2022 FINANCIAL YEAR			51

Shareholder Vote Requirement			51

Recommendation of the Board			51

PROPOSAL 9 — APPROVAL OF THE COMPENSATION OF CERTAIN OF THE NON-EMPLOYEE INDEPENDENT DIRECTORS OF THE COMPANY FOR 202 2			52

Shareholder Vote Requireme nt			52

Recommendation of the Board			52



QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			53

OTHER MATTERS			58

Additional Meeting Matters			58

Shareholder Proposals for the 202 4 Annual Meeting of Shareholders			58

Householding of Annual Meeting Materials			58

Shareholder Communications			58

Miscellaneous			59

iii

PROXY SUMMARY

Annual Meeting


Date:			June 22, 2023

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

Place:			Registered office of Perimeter Solutions, SA, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg

Record Date:			April 24, 2023

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

Say on Frequency

No recommendation

No. 4

Appointment of BDO USA, LLP as Independent Auditor and BDO Audit SA as Statutory Auditor

FOR

No. 5

Approval of Annual Accounts

FOR

No. 6

Approval of Consolidated Financial Statements

FOR

No. 7

Allocation of results shown in Annual Accounts

FOR

No. 8

Discharge of the directors

FOR

No. 9

Approval of compensation to certain non-employee independent directors

FOR

2022 Financial Highlights

A summary of the 2022 financial highlights of the Company are as follows:

•Full year net income was $91.8 million, or $0.52 per diluted share, an increase of $753.3 million from a net loss of $661.5 million, or $(9.70) per diluted share in the prior year.

•2022 North American fire season was mild, with US acres burned ex-Alaska down 36% and Canadian hectares burned down 65%, which impacted our full-year Fire Safety financial results. The Fire Safety Adjusted EBITDA decreased by $40.5 million to $77.4 million, a decline of 34% for the full-year.

•Specialty Products Adjusted EBITDA increased 104% to $48.0 million, as compared to $23.6 million in the prior year.

•Repurchased approximately 6.4 million ordinary shares in 2022 at an average price of $7.65.

•Net sales decreased 1% year-over-year in 2022, due primarily to the mild North America fire season, and strong growth in Specialty Products.

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

✓

✓*

* 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 March 8, 2023, Haitham Khouri was appointed to serve as the Chief Executive Officer of the Company. Mr. Khouri succeeded Edward Goldberg, who transitioned to the role of Vice Chairman of the Company. Mr. Khouri has served as a member of the Company’s Board since June 2021, as Chairman of the Executive Committee of the Board since November 2021 and served as Vice Chairman of the Company from December 2021 prior to his appointment as Chief Executive Officer.

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. All directors on committees meet the applicable qualification requirements of the SEC and NYSE.
Leadership Structure			The offices of the Chief Executive Officer and Co-Chairmen of the Board are separated.
Risk Oversight			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, Specialty Products and General Counsel and Chief Administrative 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 both 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 Voice			Shareholders and other interested parties can contact our Directors individually or as a group through written communication. Directors are elected by a majority of the votes cast.

Certain Proposals Mandated by Luxembourg Law

Proposals 4 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 47 through 52.

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 2023, the Nominating and Corporate Governance Committee unanimously recommended to the Board, and the Board unanimously approved the recommendations from the Nominating and Corporate Governance Committee, the nomination of W. Nicholas Howley, William N. Thorndike, Jr., Edward Goldberg, Tracy Britt Cool, Sean Hennessy, Robert S. Henderson and Bernt Iversen II to the Board, each to hold office until the 2024 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 seven 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 the nominees, 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 71

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 has served as the Chief Executive Officer & Chairman of TransDigm’s board of directors since 2003 and as Executive Chairman from 2018 to 2021. 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 59

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 60

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 SK Invictus Intermediate S.à r.l. (d/b/a Perimeter Solutions) (“SK Invictus”) in March 2018 as Chief Executive Officer and brings more than 18 years of executive leadership to fire safety products and operations. Before joining SK Invictus, 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 SK Invictus and his years of executive leadership at SK Invictus.


TRACY BRITT COOL			Director since 2021 Age 38

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 65

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 66

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 65

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.

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 42

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 39

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 2022, the Board held seven meetings and adopted various resolutions by means of unanimous written consent. 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.

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. 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 2022: Six

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;

•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 2022: 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 2022: Five

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; and

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

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 2022: 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.

Certain Relationships and Related Party Transactions

During 2022, 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 2022, the EverArc Founder Entity did not receive a variable annual advisory fee 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 was equal to 1.5% of the Founder Advisory Agreement Calculation Number: 2,357,061 Ordinary Shares or a value of $20.9 million (based on the Average Price for 2022) (the “2022 Fixed Amount” and together with the 2022 Variable Amount, the “2022 Advisory Amounts”). Per the Founder Advisory Agreement, the EverArc Founder Entity elected to receive approximately 77.7% of the 2022 Advisory Amounts in Ordinary Shares (1,831,653 Ordinary Shares) and approximately 22.3% of the Advisory Amounts in cash ($4.7 million). 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 leases real property from the sellers of First Response Fire Rescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”). Shannon Horn, who serves as our Business Director, North America Retardant and Services, was one of the sellers of Ironman. During the year ended December 31, 2022, the Company paid $0.4 million to the sellers of Ironman.

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 vests 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, 2022.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Tracy Britt Cool	75,000	190,050	265,050
Robert S. Henderson	80,000	190,050	270,050
Sean Hennessy	90,000	190,050	280,050
Vivek Raj	75,000	190,050	265,050
Bernt Iversen II	80,000	136,502	216,502

______________

(1)Represents the Black Scholes 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 and Raj on January 28, 2022 and to Mr. Iversen on May 3, 2022. Mr. Iversen's stock award represents a prorated amount in connection with his service on the Board which began on April 8, 2022.

(2)The following table sets forth the aggregate number of unexercised stock options to purchase Ordinary Shares outstanding at December 31, 2022 for each of our non-employee directors:


Name						Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2022
Tracy Britt Cool						43,750
Robert S. Henderson						43,750
Sean Hennessy						43,750
Vivek Raj						43,750
Bernt Iversen II						29,167

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

Charles Kropp

Chief Financial Officer

Noriko Yokozuka

General Counsel and Chief Administrative Officer

Stephen Cornwall

President of Specialty Products

Jeffrey Emery

President of Global Fire Safety

Charles Kropp has served as Chief Financial Officer of the Company since May 2022. Prior, Mr. Kropp served as Global Controller for the Company since November 2021. Prior to joining the Company, Mr. Kropp served as Global Controller to the Company’s predecessor companies, and has served as Vice President Corporate Controller at Aclara Technologies, a smart utility solutions company and as Corporate Controller at Watlow, a company that designs and manufactures industrial electric heaters, sensors and controllers. Mr. Kropp earned his MBA with a concentration in Management Information Systems from Northern Illinois University and his Bachelor of Science degree in Accounting from Rockford University. Chuck is also a CPA (inactive) in Illinois.

Noriko Yokozuka has served as General Counsel of the Company since the consummation of the Business Combination in November 2021. Ms. Yokozuka joined SK Invictus in March 2018 as General Counsel. Prior to joining SK Invictus, 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.

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 SK Invictus in December 2019 as Chief Commercial Officer and has over 27 years in the chemical industry, from Monsanto to SK Invictus, in various sales and marketing management positions focused on the phosphorus and derivatives product lines. Mr. Cornwall is the past president of the Chemical Club of New England and the Racemics Group, as well as the past 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.

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. Prior to that, he 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. He earned his BA in Psychology from Augustana (IL) College, and his MBA from University of Illinois, Urbana-Champaign.

COMPENSATION DISCUSSION & ANALYSIS

Introduction

This Compensation Discussion and Analysis section discusses the material components of the executive compensation program offered, and provides an overview of the compensation policies and practices applicable, to our “named executive officers” for 2022. Such executive officers consist of the following persons, referred to herein as our named executive officers, or the “NEOs”. For 2022, our NEOs were:

•Edward Goldberg – Former Chief Executive Officer or the "CEO"(1);

•Charles Kropp – Chief Financial Officer or the "CFO"(2);

•Ernest Kremling II – Former Chief Operating Officer or the "COO"(3);

•Noriko Yokozuka – General Counsel and Chief Administrative Officer;

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

•Barry Lederman – Former Chief Financial Officer(4).

_______________

(1)Mr. Goldberg transitioned from CEO to Vice Chairman on March 8, 2023. He served as CEO for all of 2022.

(2)Mr. Kropp transitioned from Global Controller to Chief Financial Officer on May 6, 2022.

(3)Mr. Kremling’s employment ended on January 13, 2023.

(4)Mr. Lederman’s employment ended on May 6, 2022.

NEO Transitions in 2022

Mr. Kropp transitioned from Global Controller of the Company to CFO on May 6, 2022 when Mr. Lederman's employment terminated. In connection with his departure, we entered into a Separation and Release Agreement (the “Lederman Separation Agreement”) with Mr. Lederman which is described below under “Employment Agreements.”

Post-2022 NEO Transitions

In connection with the operational realignment of the Company, which is designed to drive localized operational execution and accountability, the role of COO was eliminated, and Mr. Kremling left the Company effective January 13, 2023. In connection with his departure, we entered into a Separation and Release Agreement (the “Kremling Separation Agreement”) with Mr. Kremling which is described below under “Employment Agreements.”

Effective on March 8, 2023, Haitham Khouri was appointed to serve as the CEO of the Company. Mr. Khouri succeeds 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 “Employment Agreements.”

In connection with Mr. Khouri’s appointment, we entered into an Employment Agreement with Mr. Khouri, which amends and restates his existing employment agreement (the “Khouri Employment Agreement”). Pursuant to the Khouri Employment Agreement, Mr. Khouri will be entitled to (i) an annual base salary of $525,000, (ii) a target bonus opportunity of 100% of Mr. Khouri’s annual base salary and (iii) a grant of 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 over a five-year period in equal annual tranches, subject to the achievement of certain performance conditions and Mr. Khouri’s continuous service through each applicable vesting date.

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 meeting short-term and long-term financial targets of the company 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 2022 Performance

The 2022 North American fire season was mild, with U.S. acres burned ex-Alaska down 36% and Canadian hectares burned down 65%, which impacted our full-year Fire Safety financial results. As disclosed in our financial statements for the fiscal year ended December 31, 2022, in our Annual Report on Form 10-K, Fire Safety Adjusted EBITDA declined 34% for the full-year. Fire Safety Adjusted EBITDA margins were also down in 2022 due to two factors. First, we passed-on significant increases in the cost of raw materials, which served to largely protect our EBITDA dollars, but dampened our reported EBITDA margins. Second, we incurred over $10 million of incremental public company costs in 2022, a majority of which was allocated to Fire Safety.

The Specialty Products segment had a strong 2022, with Adjusted EBITDA doubling year-over-year. The Specialty Products segment full-year sales increased 32% and the full-year Adjusted EBITDA increased 104%. For a reconciliation of our GAAP measures to non-GAAP measures, please see the earnings release attached as Exhibit 99.1 to our Form 8-K filed on February 28, 2023.

During a mild 2022 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 ended the year with approximately $127.0 million in cash and cash equivalents. As part of its capital allocation plan, the Company repurchased approximately 6.4 million Ordinary Shares during 2022, at an average purchase price of $7.65 per Ordinary Share for total consideration of approximately $46.0 million.

Our management team executed on a number of key strategic initiatives throughout 2022:

•Our management team executed on a business realignment, whereby our business segments were segregated into seven business units – two within our Specialty Products business and five within our Fire Safety business. The business unit structure ensures that we drive decentralized execution while maintaining geography and product specific focus and granularity, and ultimately continue improvement in our three operational value drivers.

•Our management team was able to successfully pass on significant raw material inflation through contractual mechanisms that are in place for a majority of our Fire Safety business, which protected our EBITDA through an inflationary 2022.

•We were able to continue to innovate on new products and introduce them rapidly to the market. We introduced several novel fluorine free products, with full regulatory approval and complementary systems and also executed on strong pricing actions. Fire Suppressants sales increased by 14% in the fourth quarter as a result.

•Specialty Products had a solid 2022, with Adjusted EBITDA doubling year-over-year due to the implementation of operational value drivers.

For more information, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our audited financial statements 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.

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 the CEO) 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 2022, Mr. Goldberg 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 2022, the Compensation Committee engaged 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 participated in meetings as requested and communicated with the Compensation Committee Chair between meetings. FW Cook evaluated executive compensation policies and guidelines and provided analysis of policies and guidelines compared to best practices in the industry.

Consideration of the Shareholder Advisory Vote on Executive Compensation

We did not hold an advisory vote on executive compensation in the 2022 fiscal year but are holding such vote at this Annual Meeting. 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. FW Cook, our compensation consultant, reviewed and assessed our executive compensation program relative to a “peer group” of comparable companies. The peer group identified by FW Cook 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. The peer group had median revenue of $557 million per annum and median market capitalization of $1.5 billion. 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

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 individual performance assessment to ensure alignment with shareholders while rewarding executive for key individual contributions.

Quantitative metric based on EBITDA targets.

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, 2022, the annual base salaries for each of Messrs. Goldberg, Kropp, Kremling, Horn and Lederman and Ms. Yokozuka were $582,500, $275,348, $292,500, $254,295, $149,674 and $303,750, respectively. This represents an increase of approximately 1.5% for all NEOs except Mr. Kropp, whose salary increase was approximately 36% in connection with his promotion to CFO in 2022.

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 2022, 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 2022, 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.


Named Executive Officer	Target Annual Incentive as a Percentage of Salary	Adjusted EBITDA Component	Individual Performance Component
Edward Goldberg	100%	60%	40%
Charles Kropp	50%	60%	40%
Barry Lederman	50%	60%	40%
Ernest Kremling II	40%	60%	40%
Noriko Yokozuka	40%	60%	40%
Shannon Horn	40%	60%	40%

EBITDA Performance

2022 Performance and Payout. For 2022, when considering Adjusted EBITDA targets, the Compensation Committee considered many factors, including (i) the implementation of our key operational value drivers of (A) profitable new business, (B) productivity, and (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, for example uncertainty caused by the COVID-19 pandemic or the conflict in Ukraine.

The 2022 Adjusted EBITDA goals and corresponding performance levels are noted below.


	Threshold	Target	Maximum	Fiscal Year 2022 Results
Adjusted EBITDA	$359,280	$718,560	$1,437,120	$574,848

For 2022, actual Adjusted EBITDA was 71% of the 2022 target. In light of the management team executing on the Company's key operational value drivers and the Company's business strategy, including protecting EBITDA, realigning the business into seven business units, and moving forward with key product innovations, the Compensation Committee determined that a downward adjustment of the threshold performance goal was warranted. In making this adjustment, the Compensation Committee considered a variety of actions that were undertaken by the management, including (i) execution on the three operational value drivers across both our Specialty Products and Fire Safety segments, (ii) strong full-year performance of the Specialty Products business, and (iii) management team’s ability to implement commercial and operational changes that minimized the impact of the mild North America fire season on our Fire Safety business.

The 2022 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
Edward Goldberg	30%	60%	120%	43%	48%
Charles Kropp	15%	30%	60%	21%	24%
Barry Lederman	15%	30%	60%	21%	24%
Ernest Kremling II	12%	24%	48%	17%	19%
Noriko Yokozuka	12%	24%	48%	17%	19%
Shannon Horn	12%	24%	48%	17%	19%

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 2022 individual performance targets and actual performance for 2022, and the payouts as a percentage of target for such performance were as follows:


Named Executive Officer	Threshold	Target	Maximum	Payout
Edward Goldberg	20%	40%	80%	40%
Charles Kropp	10%	20%	40%	20%
Barry Lederman	10%	20%	40%	20%
Ernest Kremling II	8%	16%	32%	13%
Noriko Yokozuka	8%	16%	32%	16%
Shannon Horn	8%	16%	32%	20%

Combined EBITDA and Individual Performance

The following table shows the 2022 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.


	2022 Annual Cash Incentive Awards
Named Executive Officer	Threshold	Target	Maximum	Payout
Edward Goldberg	$292,500	$585,000	$1,170,000	$514,800
Charles Kropp	$75,000	$150,000	$300,000	$132,000
Barry Lederman	$96,250	$192,500	$385,000	$192,500
Ernest Kremling II	$59,000	$118,000	$236,000	$94,400
Noriko Yokozuka	$61,000	$122,000	$244,000	$107,400
Shannon Horn	$51,300	$102,600	$205,200	$100,548

2021 Equity Compensation

On November 8, 2021, we granted performance-based nonqualified stock options to our NEOs, among other executive officers and other members of senior management under the 2021 Equity Plan. 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. Of the aggregate number of options granted, to our NEOs, 191,043 vested based on the achievement of certain performance criteria for the year ended December 31, 2021 (the “Bridge Option”), and the remaining 5,050,000 will be eligible to vest based on the achievement of certain performance goals for the years ending December 31, 2022, through December 31, 2026 (the “5-Year Option”).

For the year ended December 31, 2022, no portion of the 5-Year Options have vested to date as the achievement of annual operating performance, based on EBITDA compounded annual growth rate (“AOP”) criteria, was not achieved for 2022, 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. Our stock option program covers management at the corporate level and our operating units, for a total of approximately 24 individuals.

Performance-Based Option Vesting at Specific Targets

Option vesting is subject to specific performance criteria. The 5-Year Options are eligible to vest over a five-year period in equal annual tranches based on the AOP targets. The AOP targets are based on a compounded annual growth rate, and 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 Option originally required 15% compounded annual growth for minimum vesting (resulting in 25% of that tranche vesting) and 25% compounded annual growth for maximum vesting (resulting in 100% of that tranche vesting). However, the Compensation Committee adjusted these compounded annual growth targets to 13.5% and 23.5%, respectively, in March 2022 to ensure that the performance targets for the 5-Year Option are appropriately set considering our cost structure as a public company and that such targets remain competitive and consistent with our philosophy of linking compensation directly to value creation.

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.

2022 AOP did not meet the 13.5% minimum growth rate, so no options were earned based on 2022 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.

Two-Year Look Back and Look Forward

Because we view our performance on a long-term basis and the targets are set to achieve long-term compound annual and cumulative growth, if the actual AOP achieved for any given year exceeds the maximum target, such excess may be 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.

2022 Grants

Other than the options awarded to Mr. Kropp in connection with his new role as Chief Financial Officer, no options were granted to an NEO in 2022.

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.

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.

401(k) Plan

Our NEOs are eligible to participate in an employee 401K plan, which consists of the following factors, 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, Vice Chairman, Business Director, North America Retardant & Services, President, Specialty Products and General Counsel and Chief Administrative Officer are required to hold a minimum level of personal investment of $2.2 million (for Chief Executive Officer and Vice Chairman), $1.5 million, $400,000 and $450,000, 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. Each officer will have five years from December 31, 2021, to comply with these requirements.

Clawback Policy. We have not adopted formal guidelines for recovery of erroneously awarded compensation but intend to do so in compliance with the NYSE rules. We are currently evaluating the final clawback rules adopted by the SEC to implement Section 954 of the Dodd-Frank Act and the related NYSE listing standards and will ensure we have a compliant clawback policy before such policy is required to be adopted.

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

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, 2022, 2021 and 2020.


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 ($)
Edward Goldberg, Former Chief Executive Officer	2022	582,500	651,034	—	514,800	—	47,764	1,796,098
	2021	383,750	—	18,990,125	285,000	—	48,483	19,707,358
	2020	342,692	—	—	313,500	—	48,263	704,455
Charles Kropp,(5) Chief Financial Officer	2022	275,348	—	1,920,000	132,000	—	47,652	2,375,000
Ernest Kremling II(6), Former Chief Operating Officer	2022	292,500	614,032	—	94,400	—	47,662	1,048,594
	2021	274,039	50,000	7,972,504(7)	160,000	—	56,662	8,513,205
Noriko Yokozuka, General Counsel and Chief Administrative Officer	2022	303,750	137,698	—	107,400	—	24,291	573,139
Shannon Horn, Business Director, North America Retardant and Services	2022	254,295	1,060,754	—	100,548	—	47,756	1,463,353
Barry Lederman, Former Chief Financial Officer	2022	149,674	992,686	—	192,500	—	257,789	1,592,649
	2021	317,760	—	6,330,044	250,000	—	46,543	6,944,347
	2020	311,538	100,000	467,933	285,000	—	44,700	1,209,171

_________________

(1)For the year ended December 31, 2022, amounts represent bonuses paid in connection with the consummation of the Business Combination. For the years ended December 31, 2020 and December 31, 2021, amounts represent a cash signing bonus paid in connection with the commencement of employment.

(2)Represents the fair value of the stock option awards calculated using the Black-Scholes option-pricing model on the date such option awards were granted.

(3)Represents the annual bonus earned by each of our Named Executive Officers pursuant to their respective employment agreements based on the achievement of the applicable performance conditions. See “Compensation Discussion and Analysis” and the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below for additional information.

(4)For the year ended December 31, 2022, amounts reported were the following: (i) for Mr. Goldberg, $21,350 in 401(k) plan contributions; $24,584 in Company-paid medical, dental, life and disability insurance premiums; and $1,830 in group term life insurance benefits; (ii) for Mr. Kropp $21,350 in 401(k) plan contributions; $24,584 in Company-paid medical, dental, life and disability insurance premiums; and $1,718 in group term life insurance benefits (iii) for Mr. Kremling $21,350 in 401(k) plan contributions; $24,584 in Company-paid medical, dental, life and disability insurance premiums; and $1,728 in group term life insurance benefits; (iv) for Ms. Yokozuka $21,350 in 401(k) plan contributions; $1,195 in Company-paid medical, dental, life and disability insurance premiums; and $1,746 in group term life insurance benefits; (v) for Mr. Horn $21,350 in 401(k) plan contributions; $24,584 in Company-paid medical, dental, life and disability insurance premiums; and $1,823 in group term life insurance benefits; and (vi) for Mr. Lederman, $226,558 in severance payments pursuant to the Lederman Separation Agreement, $21,350 in 401(k) plan contributions; $9,334 in Company-paid medical, dental, life and disability insurance premiums; and $547 in group term life insurance benefits.

(5)Mr. Kropp was appointed CFO on May 6, 2022.

(6)Mr. Kremling joined SK Invictus as Chief Operating Officer in January 2021.

(7)Represents the aggregate grant date fair value, of (i) 1,000,000 5-Year Options, (ii) 29,167 Bridge Options and (iii) 15,660 Incentive Units granted to Mr. Kremling. The grant date fair value of the Incentive Units was based on a Black-Scholes valuation methodology using the following assumptions: estimated volatility ranging from 100.0% to 150.7% (depending on the performance-vesting criteria applicable to the Incentive Units), risk-free interest rate of 0.1%, 0% expected dividend yield and a 0.8 year term.

Grants of Plan-Based Awards

The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2022 including: (1) the range of possible cash payouts under our annual incentive compensation program; (2) the date the equity awards were granted; (3) the number of performance-based option awards granted; and (4) the fair value of the performance-based option awards on the date such options were granted. The performance-based stock option awards were granted under our 2021 Equity Plan, which is discussed in greater detail in this Proxy Statement under the caption “Compensation Discussion and Analysis.”


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($)	Fair Value of Option Awards on the Date Granted ($)
Name	Grant Date	Threshold ($)	Target ($)(2)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Edward Goldberg	3/7/2022	292,500	585,000	1,170,000	—	—	—	—	—	—
Charles Kropp	3/7/2022	75,000	150,000	300,000	—	—	—	—	—	—
	5/6/2022	—	—	—	—	—	—	500,000	8.36	1,920,000
Ernest Kremling II	3/7/2022	96,250	192,500	385,000	—	—	—	—	—	—
Noriko Yokozuka	3/7/2022	61,000	122,000	244,000	—	—	—	—	—	—
Shannon Horn	3/7/2022	51,300	102,600	205,200	—	—	—	—	—	—
Barry Lederman	3/7/2022	96,250	192,500	385,000	—	—	—	—	—	—

_______________

(1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2022 performance. The grant date for 2022 plan based awards was March 7, 2022 except in the case of Mr. Kropp’s equity award which was granted on May 6, 2022, in connection with his appointment as CFO. The actual amounts paid under our annual cash incentive compensation program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)As described in the Compensation Discussion and Analysis section on page #, each performance metric in the annual incentive compensation program has a threshold, target and maximum level, entitling the officer to 50%, 100%, 200% of the amount of annual incentive compensation allocated to such metric. An executive would be entitled to receive 100% of his or her annual cash incentive bonus target if Perimeter and the individual met each of the performance metrics at the maximum level.

Outstanding Equity Awards at 2022 Fiscal Year End

The following tables provide information concerning unexercised options for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2022.


Name	Option Awards
	Grant Date(1)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable(2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Edward Goldberg	—	—	—	—	—	—
	11/8/2021	87,500	3,000,000	3,000,000	$10.00	11/8/2031
Charles Kropp	5/6/2022	—	500,000	500,000	$8.36	5/6/2032
	11/8/2021	2,917	100,000	100,000	$10.00	11/8/2031
Ernest Kremling II	11/8/2021	29,167	1,000,000	1,000,000	$10.00	11/8/2031
Noriko Yokozuka	—	—	—	—	—	—
	11/8/2021	17,500	600,000	600,000	$10.00	11/8/2031
Shannon Horn	—	—	—	—	—	—
	11/8/2021	24,792	850,000	850,000	$10.00	11/8/2031
Barry Lederman	11/8/2021	29,167	200,000	200,000	$10.00	5/6/2025

________________

(1)In 2022, none of our NEOs were granted stock options other than Mr. Kropp (in connection with his new role as CFO).

(2)The stock options awarded pursuant to each stock option granted vests and become exercisable in five equal annual installments upon the achievement of certain performance criteria for the applicable fiscal year ended and remaining in continuous service through each applicable vesting date.

Employment Agreements

We have entered into employment agreements with each of our NEOs summarized below.

Edward Goldberg

On October 1, 2021, we entered into an employment agreement with Edward Goldberg. Pursuant to his employment agreement, Mr. Goldberg was serving as Chief Executive Officer for an indefinite term employment that continues until terminated. Mr. Goldberg was initially entitled to receive an initial base salary of $575,000 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. Mr. Goldberg is also entitled to a target annual bonus opportunity equal to 100% of his annual base salary. For the fiscal year 2022, Mr. Goldberg received a base salary of $585,000 and his annual bonus was $514,800.

Pursuant to his employment agreement, Mr. Goldberg is also entitled to reimbursement of business expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

Under his employment agreement, Mr. Goldberg is entitled to severance payments upon a termination without “Cause”, resignation for “Good Reason”, or termination due to “Disability” (as such terms are defined in his employment agreement). In each case, Mr. Goldberg will be entitled to a severance amount equal to: (i) 1.25 times his annual salary; (ii) 1.0 times his target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in his employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Mr. Goldberg for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Mr. Goldberg executing a release of claims.

Pursuant to his employment agreement, Mr. Goldberg is subject to a customary confidentiality covenant which applies during and after the term of his employment. Mr. Goldberg is also subject to non-competition and non-solicitation covenants which apply during his employment and for at least 15 months thereafter.

On March 8, 2023, we entered into the Goldberg Amendment which amended Mr. Goldberg’s existing employment agreement to reflect Mr. Goldberg’s updated title and responsibilities, which include advising the Company on strategic matters relating to the Fire Safety business, and fostering relationships with key customers,

governmental agencies, industry associations and trade groups and other constituencies important to the Company. Mr. Goldberg’s compensation will not change except with respect to his options as described below. Additionally, Mr. Goldberg and the Company entered into an amendment to Mr. Goldberg’s option agreement with respect to the options granted to Mr. Goldberg effective November 8, 2021 to amend 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.

Charles Kropp

On April 29, 2022, we entered into an employment agreement with Charles Kropp. Pursuant to his employment agreement, Mr. Kropp will serve as Chief Financial Officer for an indefinite term employment that continues until terminated. Mr. Kropp was initially entitled to receive an initial base salary of $300,000 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. Mr. Kropp is also entitled to a target annual bonus opportunity equal to 50% of his annual base salary. For the fiscal year 2022, Mr. Kropp received a base salary of $300,000 (beginning on May 6, 2022) and his annual bonus was $132,000.

Pursuant to his employment agreement, Mr. Kropp is also entitled to reimbursement of business expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

Under his employment agreement, Mr. Kropp is entitled to severance payments upon a termination without “Cause”, resignation for “Good Reason”, or termination due to “Disability” (as such terms are defined in his employment agreement). In each case, Mr. Kropp will be entitled to a severance amount equal to: (i) 1.25 times his annual salary; (ii) 1.0 times his target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in his employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Mr. Kropp for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Mr. Kropp executing a release of claims.

Pursuant to his employment agreement, Mr. Kropp is subject to a customary confidentiality covenant which applies during and after the term of his employment. Mr. Kropp is also subject to non-competition and non-solicitation covenants which apply during his employment and for at least 15 months thereafter.

Noriko Yokozuka

On October 1, 2021, we entered into an employment agreement with Noriko Yokozuka. Pursuant to her employment agreement, Ms. Yokozuka will serve as General Counsel for an indefinite term employment that continues until terminated. Ms. Yokozuka was initially entitled to receive an initial base salary of $300,000 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. Ms. Yokozuka is also entitled to a target annual bonus opportunity equal to 40% of her annual base salary. For the fiscal year 2022, Ms. Yokozuka received a base salary of $305,000 and her annual bonus was $107,400.

Pursuant to her employment agreement, Ms. Yokozuka is also entitled to reimbursement of business expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

Under her employment agreement, Ms. Yokozuka is entitled to severance payments upon a termination without “Cause”, resignation for “Good Reason”, or termination due to “Disability” (as such terms are defined in her employment agreement). In each case, Ms. Yokozuka will be entitled to a severance amount equal to: (i) 1.25 times her annual salary; (ii) 1.0 times her target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in her employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Ms. Yokozuka for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Ms. Yokozuka executing a release of claims.

Pursuant to her employment agreement, Ms. Yokozuka is subject to a customary confidentiality covenant which applies during and after the term of her employment. Ms. Yokozuka is also subject to non-competition and non-solicitation covenants which apply during her employment and for at least 15 months thereafter.

Shannon Horn

On October 1, 2021, we entered into an employment agreement with Shannon Horn. Pursuant to his employment agreement, Mr. Horn will serve as Business Director, North America Retardant and Services for an indefinite term employment that continues until terminated. Mr. Horn was initially entitled to receive an initial base salary of $247,680 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. Mr. Horn is also entitled to a target annual bonus opportunity equal to 40% of his annual base salary. For the fiscal year 2022, Mr. Horn received a base salary of $256,500 and his annual bonus was $100,548.

Pursuant to his employment agreement, Mr. Horn is also entitled to reimbursement of business expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

Under his employment agreement, Mr. Horn is entitled to severance payments upon a termination without “Cause”, resignation for “Good Reason”, or termination due to “Disability” (as such terms are defined in his employment agreement). In each case, Mr. Horn will be entitled to a severance amount equal to: (i) 1.25 times his annual salary; (ii) 1.0 times his target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in his employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Mr. Horn for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Mr. Horn executing a release of claims.

Pursuant to his employment agreement, Mr. Horn is subject to a customary confidentiality covenant which applies during and after the term of his employment. Mr. Horn is also subject to non-competition and non-solicitation covenants which apply during his employment and for at least 15 months thereafter.

Ernest Kremling II

On October 1, 2021, we entered into an employment agreement with Ernest Kremling II. Pursuant to his employment agreement, Mr. Kremling served as Chief Operating Officer for an indefinite term employment that continued until terminated. Mr. Kremling was entitled to receive an initial base salary of $285,000 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. For the fiscal year 2022, Mr. Kremling’s base salary was increased to $295,000. Mr. Kremling was also entitled to a target annual bonus opportunity equal to 40% of his annual base salary.

Pursuant to his employment agreement, Mr. Kremling was also entitled to reimbursement of expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

On January 13, 2023, the Company and Mr. Kremling entered into the Kremling Separation Agreement, setting forth the terms of Mr. Kremling’s departure from the Company. Pursuant to the terms of his separation and release agreement, in exchange for a general release of claims and certain restrictive covenants, Mr. Kremling is entitled to receive a severance amount equal to: (i) $368,750 (representing 1.25 times his annual base salary at the time of termination); (ii) $10,000 (representing 1.0 times his prorated target bonus for the 2022 fiscal year); and (iii) $38,656 (representing the Company’s portion of the applicable premiums for COBRA continuation coverage for 15 months). The severance amount is payable in substantially equal installments over the 15-month period following the date of termination. Pursuant to his employment agreement and his separation and release agreement, Mr. Kremling is subject to a customary confidentiality, non-competition, and non-solicitation covenants.

Upon Mr. Kremling’s separation from the Company with respect to the 1,029,167 performance-based non-qualified stock options granted to Mr. Kremling under the 2021 Equity Plan, (i) 29,167 Bridge Options vested based on Company’s achievement of 2021 performance criteria, (ii) 800,000 of the 5-Year Options were forfeited and (iii) 200,000 of the 5-Year Options, representing the 2022 tranche, did not vest and were cancelled as the Company did not achieve the AOP criteria for 2022.

Barry Lederman

On October 1, 2021, we entered into an employment agreement with Barry Lederman. Pursuant to his employment agreement, Mr. Lederman served as Chief Financial Officer for an indefinite term employment that continued until terminated. Mr. Lederman was entitled to receive an initial base salary of $380,000 per year, subject to annual reviews and potential increases in the discretion of the Compensation Committee. For the fiscal year 2022,

Mr. Lederman’s base salary was increased to $385,000. Mr. Lederman was also entitled to a target annual bonus opportunity equal to 50% of his annual base salary.

Pursuant to his employment agreement, Mr. Lederman was also entitled to severance payments, reimbursement of expenses, participate in the 2021 Equity Plan, and any other employee benefits plans that are generally available to other senior officers.

On May 2, 2022, the Company and Mr. Lederman entered into the Lederman Separation Agreement, setting forth the terms of Mr. Lederman’s departure from the Company, effective as of May 6, 2022. Pursuant to the terms of his separation and release agreement, in exchange for a general release of claims and certain restrictive covenants, Mr. Lederman is entitled to receive a severance amount equal to: (i) $481,250 (representing 1.25 times his annual base salary at the time of termination); (ii) $192,500 (representing 1.0 times his target bonus for the 2022 fiscal year); and (iii) the Company’s portion of the applicable premiums for COBRA continuation coverage for 15 months. The severance amount is payable in substantially equal installments over the 15-month period following the date of termination. Mr. Lederman’s separation and release agreement also provides, with respect to the 1,029,167 performance-based options granted to Mr. Lederman under the 2021 Equity Plan, (a) 29,167 of the options that were earned based on fiscal year 2021 performance vested upon the separation; (b) 200,000 of the options remained eligible for vesting based on fiscal year 2022 performance; and (c) the remaining 800,000 options were forfeited. Pursuant to his employment agreement and his separation and release agreement, Mr. Lederman is subject to a customary confidentiality, non-competition, and non-solicitation covenants.

For the year ended December 31, 2022, the performance criteria was not achieved for the 5-Year Option and therefore, Mr. Lederman’s 200,000 options that remained eligible for vesting based on fiscal year 2022 performance were forfeited.

Option Exercises and Stock Vested During 2022

In 2022, none of our NEOs exercised their vested options for shares and therefore, no value was realized to report during the fiscal year ended December 31, 2022.

Potential Payments Upon Termination or Change in Control

The following table shows the estimated benefits payable to each NEO in the event of termination of employment and/or change in control of the Company. The amounts shown assume that a termination of employment or a change in control occurs on December 31, 2022. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.


Name		Termination without Cause or for Good Reason not in connection with a Change in Control ($)	Death or Disability ($)	Termination without Cause or for Good Reason in connection with a Change in Control ($)	Change in Control ($)
Edward Goldberg
	Cash Severance(1)	1,305,000	1,305,000	1,305,000	1,305,000
	Insurance Benefits(3)	37,905	37,905	37,905	37,905
	Total	1,342,905	1,342,905	1,342,905	1,342,905
Charles Kropp
	Cash Severance(1)	519,231	519,231	519,231	519,231
	Intrinsic Value of Equity(2)	390,000	390,000	390,000	390,000
	Insurance Benefits(3)	37,905	37,905	37,905	37,905
	Total	947,136	947,136	947,136	947,136
Barry Lederman
	Cash Severance(1)	673,750	673,750	673,750	673,750
	Insurance Benefits(3)	36,570	36,570	36,570	36,570
	Total	710,320	710,320	710,320	710,320
Ernest Kremling II
	Cash Severance(1)	378,150	378,150	378,150	378,150
	Insurance Benefits(3)	38,656	38,656	38,656	38,656
	Total	416,806	416,806	416,806	416,806
Noriko Yokozuka(4)
	Cash Severance(1)	497,385	497,385	497,385	497,385
	Total	497,385	497,385	497,385	497,385
Shannon Horn
	Cash Severance(1)	418,292	418,292	418,292	418,292
	Total	418,292	418,292	418,292	418,292

________________

(1)Each of our NEOs is entitled to a cash severance amount equal to: (i) 1.25 times his or her annual salary and (ii) 1.0 times his or her target bonus for the fiscal year in which the termination occurs.

(2)Each NEO is entitled to keep any vested options and a portion of the then-remaining unvested options may continue to vest based on a percentage that is tied to the fiscal year in which the termination occurs, with the possible percentage increasing by 20% increments for each such fiscal year. The applicable percentage of the then-remaining options permitted to vest will then be spread ratably over the remaining vesting schedule and will remain subject to the performance-based vesting conditions set forth in the award agreement. Other than Mr. Kropp, none of NEOs vested options had intrinsic value on December 31, 2022.

(3)Insurance benefits is calculated by multiplying by 15.0 the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in the applicable employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to the NEO for such coverage as of the date of termination.

(4)Ms. Yokozuka does not participate in the Company’s insurance benefit plan.

Possible Acceleration of Vesting Upon a Change of Control

In the event of a change of control, a percentage of the unvested options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year will vest in an amount equal to the greater of (i) the average vesting percentage of the prior two performance years and (ii) the amount that would have vested for each applicable remaining year if such determination had been based on the price per share paid at the closing of such change of control transaction instead of AOP.

Treatment of Options Upon Termination

Option agreements for certain officers, including all of the NEOs, provide that upon any termination of employment for any reason other than death or disability, no portion of the options that remain unvested at the time of such termination may thereafter become vested, unless otherwise determined by the Compensation Committee.

If the officer’s employment terminates by reason of death or disability, then a portion of the then-remaining options may continue to vest following such termination. The applicable portion that will remain eligible to vest is based on a percentage that is tied to the fiscal year in which the termination occurs, with the possible percentage increasing by 20% increments for each such fiscal year. The applicable percentage of the then-remaining options permitted to vest will then be spread ratably over the remaining vesting schedule and will remain subject to the performance-based vesting conditions set forth in the award agreement.


Termination Date						Percent of Remaining Options That May Continue to Vest(1)
Prior to January 1, 2022						—%
On or after January 1, 2022 but prior to January 1, 2023						20%
On or after January 1, 2023 but prior to January 1, 2024						40%
On or after January 1, 2024 but prior to January 1, 2025						60%
On or after January 1, 2025 but prior to January 1, 2026						80%
On or after January 1, 2026						100%

(1)The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule and will remain subject to the vesting conditions of the award agreement.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our previous CEO, Edward Goldberg.

As of December 31, 2022, our employee population consisted of approximately 257 individuals working at Perimeter and its subsidiaries, of which approximately 140 are located in the United States and approximately 117 are located outside the United States.

In determining our pay ratio for 2022, we identified our median employee as of December 31, 2022, the last day of our 2022 fiscal year, by calculating the amount of annual total cash compensation paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. We calculated the 2022 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $64,107.

Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2022 Summary Compensation Table in the Executive Compensation section above for our previous CEO, the annual total compensation of our previous CEO was $1,764,607. The resulting ratio of the annual total compensation of our previous CEO to the annual total compensation of the median employee was 28 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

Pay Versus Performance

We are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company as required by SEC rules. Please see “Compensation Discussion and Analysis” for discussion of our compensation philosophy and how the

Compensation Committee structures our compensation program to motivate and reward the achievement of performance-based financial and other goals that align with our operational and strategic objectives. The SEC-defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in the price of our Ordinary Shares. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.

Year

Summary compensation table total for PEO ($)(1)

Compensation actually paid to PEO

($)(2)

Average summary compensation table total for non-PEO NEOs

($)(3)

Average compensation actually paid to non-PEO NEOs

($)(4)

Value of initial
fixed $100
investment based on:

Net income (loss)

($ millions)(7)

Company selected measure Adjusted EBITDA

($ millions)(8)

TSR

($)(5)

Line of

Business

Index

($)(6)

2022

1,796,098

SEC Form DEF 14A filed by Perimeter Solutions SA