DEF 14A of Perimeter Solutions, Inc., Apr 18, 2025

DEF 14A of Perimeter Solutions, Inc.

Filed Apr 18, 2025 · FY20240001880319-25-000051

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our certificate of incorporation (the “Charter”) provide that the Board must be composed of at least three directors, and our bylaws (the “Bylaws” and together with the Charter, the “Governing Documents”) permit our directors to fix the size of the Board by a resolution of the Board. At the date of this Proxy Statement, our Board is comprised of ten directors, eight of whom are non-employee directors and six 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 and expertise, 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 2025, the Nominating and Corporate Governance Committee unanimously recommended to the Board, and the Board unanimously approved the nomination of W. Nicholas Howley, William N. Thorndike, Jr., Tracy Britt Cool, Sean Hennessy, Robert S. Henderson, Bernt Iversen II and Jorge L. Valladares III to the Board, each to hold office until the 2026 Annual Meeting of Stockholders 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 Stockholders, or until their respective successors are elected and qualified; therefore, Messrs. Khouri and Raj are not nominated for election at the Annual Meeting. Mr. Edward Goldberg, our Vice Chairman, was not nominated for re-election to the Board at the Annual Meeting. Assuming the election of all director nominees, the Board will be comprised of nine directors, eight of whom are non-employee directors and seven of whom are independent.

  2. Stockholder Vote Requirement

    Stockholder 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.

  3. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote “FOR” each of the seven nominees recommended by the Board.

  4. Director Nominees

    Director Nominees The following persons are our Board’s nominees for re-election to serve as directors. There are no family relationships between any of the director nominees. Certain information relating to our Board’s nominees, furnished by each of them, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement. Our Board has determined that all of its nominees are qualified to serve as directors of the Company. In addition to the specified business experience listed below, each of the directors has the background, skills and attributes which the Board believes are required to be an effective director of the Company, including experience at senior levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a director of the Company and the character and integrity the Board expects of its directors.

  5. Director Nominees

    | W. NICHOLAS HOWLEY | Director since 2021 Age 73 |

  6. Director Nominees

    Mr. Howley has served as Co-Chairman of the Board since November 2021. Mr. Howley co-founded TransDigm Group Inc. (“TransDigm”), a NYSE-listed aerospace manufacturing company, in 1993 and served as the Chief Executive Officer and Chairman of TransDigm’s board of directors from 2003 to 2018 and currently serves as Chairman of the Board of TransDigm. 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. Additionally, Mr. Howley currently serves on the boards of several foundations and institutions, including the Cristo Rey Network, the Cleveland Clinic Hospital, the Rock and Roll Hall of Fame, the Saint Joseph’s Preparatory School, and is the Chairman of the Howley Foundation. 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.

  7. Director Nominees

    | WILLIAM N. THORNDIKE, JR. | Director since 2021 Age 61 |

  8. Director Nominees

    Mr. Thorndike has served as Co-Chairman of our Board since November 2021. Mr. Thorndike is the founder and currently serves as the Managing Partner of The Cromwell Harbor Partnership, a private investment company known for exceptionally long investment holding periods. Prior to Cromwell Harbor, Mr. Thorndike founded Housatonic Partners, a leading middle-market private equity firm with offices in Boston and San Francisco. 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 50 companies. He is currently the Chairman of the Board of CNX Resources Corporation, a natural gas company, and serves on the boards of several private companies, including Banyan Software, QMC Telecom and Carillon Assisted Living. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success,” which has been translated into 17 languages and is the co-host of the “50X” podcast. 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.

  9. Director Nominees

    | TRACY BRITT COOL | Director since 2021 Age 40 |

  10. Director Nominees

    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.

  11. Director Nominees

    | SEAN HENNESSY | Director since 2021 Age 67 |

  12. Director Nominees

    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.

  13. Director Nominees

    | ROBERT S. HENDERSON | Director since 2021 Age 69 |

  14. Director Nominees

    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.

  15. Director Nominees

    | BERNT IVERSEN II | Director since 2022 Age 67 |

  16. Director Nominees

    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.

  17. Director Nominees

    | JORGE L. VALLADARES III | Director since 2024 Age 51 |

  18. Director Nominees

    Mr. Valladares has served as a member of our Board since May 2024. Mr. Valladares served as Chief Operating Officer of TransDigm Inc. from April 2019 until his retirement in October 2023. Prior to that, Mr. Valladares served as Chief Operating Officer — Power & Control from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm Inc., from August 2009 to September 2013, and as President of AdelWiggins Group, a division of TransDigm Inc., from April 2008 to July 2009. Additionally, Mr. Valladares currently serves as a Director of Harvey Performance Company. Mr. Valladares holds a bachelor’s degree in engineering from University of California, Los Angeles. Qualifications. We believe Mr. Valladares’ qualifications to serve on our Board include his experience as Chief Operating Officer at TransDigm, his executive leadership experience, and his knowledge of public companies.

  19. Directors Appointed Until 2027 Annual Meeting of Stockholders

    | HAITHAM KHOURI | Director since 2021 Age 44 |

  20. Directors Appointed Until 2027 Annual Meeting of Stockholders

    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 and his experience serving as our CEO.

  21. Directors Appointed Until 2027 Annual Meeting of Stockholders

    | VIVEK RAJ | Director since 2021 Age 41 |

  22. Directors Appointed Until 2027 Annual Meeting of Stockholders

    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 currently serves as a director of Scout Surface Solutions, Ice Thermal Harvesting and Geneses Non Op Production. 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.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee independent director compensation policy 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 35,000 stock options to each non-employee independent director covering compensation for one fiscal year, granted on the same terms and conditions as those granted to our employees, which vest over five years, subject to the achievement of certain performance conditions. The terms and conditions of these options are discussed in greater detail under “Compensation Discussion and Analysis—Equity Compensation.” •Reimbursements. In addition, all of our directors are entitled to be reimbursed by the Company for reasonable expenses incurred by them in the course of performing 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 received compensation for his services as Vice Chairman of the Company, but such compensation was not for his services as a director and therefore is not included in the table below but rather in the Summary Compensation Table. See “Executive Compensation—Summary Compensation Table.” 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, 2024.

  24. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Tracy Britt Cool | 75,000 | 98,000 | 173,000 | | Robert S. Henderson | 80,000 | 98,000 | 178,000 | | Sean Hennessy | 90,000 | 98,000 | 188,000 | | Vivek Raj | 75,000 | 98,000 | 173,000 | | Bernt Iversen II | 80,000 | 98,000 | 178,000 | | Jorge L. Valladares III | 75,000 | — | 75,000 |

  25. DIRECTOR COMPENSATION

    ______________ (1)Represents the Hull-White 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, Raj and Iversen on February 14, 2024. (2)The following table sets forth the aggregate number of unexercised stock options to purchase shares of Common Stock outstanding at December 31, 2024 for each of our non-employee directors:

  26. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2024 | | Tracy Britt Cool | 113,750 | | Robert S. Henderson | 148,750 | | Sean Hennessy | 148,750 | | Vivek Raj | 113,750 | | Bernt Iversen II | 134,167 |

  27. Compensation Governance 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 or hedging of share ownership positions involving derivatives of our Common Stock. | | Robust share ownership and share retention guidelines. | We do not permit re-pricing or backdating of equity awards. |

  28. Executive Compensation Setting Process

    Executive Compensation Setting Process Compensation Committee Review and Discretion Pursuant to its charter, 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 stockholder return, execution on our operational value drivers, the value of similar awards to chief executive officers of comparable companies and the awards given to our CEO in past years. The Compensation Committee also reviews and approves option grants to executive officers and any other participants under our equity-based compensation plan. The Compensation Committee has full power and authority to administer these plans, establish guidelines, interpret plan documents, select participants, approve grants and awards, and exercise such other power and authority as may be permitted or required under such plans. The Role of the Chief Executive Officer The CEO provides compensation recommendations for the NEOs (other than himself) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, the review, analysis, and final approval of compensation actions are made solely by the Compensation Committee. Recommendations for the annual incentive payments are made based on our financial performance for the relevant year, and the CEO’s personal review of each NEOs performance, job responsibilities, execution against our value drivers and our overall business strategy, as well as our compensation philosophy. At the Compensation Committee’s request, for 2024, Mr. Khouri provided an assessment of each NEO’s job performance against the company value drivers, execution on key business strategies and any performance highlights that provided additional value to the Company. The Role of the Compensation Consultant During 2024, the Compensation Committee continued to engage F.W. Cook & Co., Inc. (“FW Cook”) to serve as the Company’s compensation consultant and to provide independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends. FW Cook evaluated executive compensation policies and guidelines and provided analysis of policies and guidelines compared to best practices in the industry. The Compensation Committee has reviewed the independence of FW Cook in light of SEC rules and NYSE Listing Standards regarding compensation consultants and has concluded that FW Cook’s work for the Compensation Committee during 2024 did not raise any conflict of interest and that FW Cook is independent. Consideration of the Stockholder Advisory Vote on Executive Compensation We held an advisory vote on executive compensation in the 2024 fiscal year, which received the support of approximately 91% of our stockholders at our 2024 Annual Meeting of Shareholders, excluding abstentions and broker non-votes. 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 stockholders. Peer Group and Market Benchmarking We benchmark NEO compensation levels using a peer group of companies. The peer group identified by FW Cook, our compensation consultant, consisted of 17 publicly traded companies in the industrial and chemical industries:

  29. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Consistent with our pay-for-performance philosophy, and to promote alignment with stockholders’ 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 2024, payouts under our annual cash incentive plan were based on the combination of our Adjusted EBITDA performance and each executive’s individual performance. Target Opportunity. For 2024, 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. Each NEO’s incentive opportunity is driven by 75% Adjusted EBITDA performance of consolidated or platform level performance and 25% NEOs individual achievement targets. By emphasizing achievement of financial performance and attaching financial targets to consolidated or platform level performance, each NEO’s performance is closely aligned to his or her areas of responsibilities. Mr. Khouri and Mr. Sable’s Adjusted EBITDA component was tied to the Company’s consolidated Adjusted EBITDA performance. Mr. Goldberg’s Adjusted EBITDA component was tied to the Adjusted EBITDA performance of the Americas Retardant business unit, which is within the Fire Safety Platform. Mr. Emery’s Adjusted EBITDA component is tied to the Adjusted EBITDA performance of the Fire Safety platform, and Mr. Bowman’s Adjusted EBITDA component is tied to the Adjusted EBITDA performance of the Specialty Products platform.

  30. Annual Cash Incentive Compensation

    | Named Executive Officer | Target Annual Incentive as a Percentage of Salary | Adjusted EBITDA Component | Individual Performance Component | | Haitham Khouri | 100% | 75% | 25% | | Edward Goldberg | 100% | 75% | 25% | | Kyle Sable | 50% | 75% | 25% | | Jeffrey Emery | 50% | 75% | 25% | | Grant Bowman | 40% | 75% | 25% |

  31. Adjusted EBITDA Performance

    | Named Executive Officer | Threshold | Target | Maximum | Actual | Payout | | Haitham Khouri | 38% | 75% | 113% | 107% | 107% | | Edward Goldberg | 38% | 75% | 113% | 106% | 106% | | Kyle Sable | 19% | 38% | 57% | 53% | 53% | | Jeffrey Emery | 19% | 38% | 57% | 52% | 52% | | Grant Bowman | 15% | 30% | 45% | 38% | 38% |

  32. Individual Performance

    | Named Executive Officer | Threshold | Target | Maximum | Payout | | Haitham Khouri | 13% | 25% | 38% | 34% | | Edward Goldberg | 13% | 25% | 38% | 34% | | Kyle Sable | 6% | 13% | 20% | 17% | | Jeffrey Emery | 6% | 13% | 20% | 15% | | Grant Bowman | 5% | 10% | 15% | 13% |

  33. Combined Adjusted EBITDA and Individual Performance

    Combined Adjusted EBITDA and Individual Performance The following table shows the 2024 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.

  34. Combined Adjusted EBITDA and Individual Performance

    | | 2024 Annual Cash Incentive Awards | | | | | Named Executive Officer | Threshold | Target | Maximum | Payout | | Haitham Khouri | $307,500 | $615,000 | $922,500 | $862,071 | | Edward Goldberg | $307,500 | $615,000 | $922,500 | $855,868 | | Kyle Sable | $82,500 | $165,000 | $247,500 | $231,287 | | Jeffrey Emery | $85,386 | $170,771 | $256,157 | $228,000 | | Grant Bowman | $56,000 | $112,000 | $168,000 | $145,221 |

  35. 2024 Equity Compensation

    2024 Equity Compensation On February 14, 2024, we granted 900,000, 240,000, 220,000, 500,000 and 400,000 performance-based nonqualified stock options to Messrs. Khouri, Goldberg, Sable, Bowman and Emery, respectively. On September 27, 2024, we granted an additional 250,000 performance-based nonqualified stock options to Mr. Sable. Each grant is subject to the terms and conditions set forth in the 2021 Equity Plan and a stock option agreement entered into between the Company and the applicable recipient. For the year ended December 31, 2024, 3,190,000 performance-based options granted to our NEOs vested as the achievement of annual operating performance per diluted share (“AOP”), based on Adjusted EBITDA compounded annual growth rate criteria, was achieved for 2024.

  36. Performance-Based Non-Qualified Stock Option Program

    Performance-Based Non-Qualified Stock Option Program Overview The equity component of our management’s compensation emphasizes long-term stockholder 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 stockholders by reinforcing the long-term goal of increasing stockholder value and yielding returns comparable to or higher than well-performing private equity funds and promoting the stability and retention of our high-performing executive team over the long-term. Each of our NEOs are recipients of option awards under our stock option program. We typically grant options that are eligible to vest over a five-year period to employees in connection with new hires, promotions or as otherwise determined by the Compensation Committee (each, a “5-Year Option”). Thereafter, we generally expect plan participants to receive extension awards in connection with assumption of increased responsibilities and execution on the company’s long term business strategy. In February 2024, the Compensation Committee approved annual extension awards that are eligible to vest based on performance in the fifth year following the awards (each, an “Annual Extension”) and biennial extension awards that are eligible to vest in the fourth and fifth year following such extension awards (each, a “Biennial Extension”). Biennial Extensions were granted to certain recipients who previously received a 5-Year Option covering the performance years of 2022 through 2026 (the options covered by these Biennial Extensions will be eligible to vest based on performance goals for 2027 and 2028); and Annual Extensions to certain recipients who previously received a 5-Year Option covering the performance years of 2023 through 2027 (the options covered by these Annual Extensions will be eligible to vest based on performance goals for 2028). Performance-Based Option Vesting at Specific Targets Option vesting is subject to specific performance criteria. The 5-Year Options had been eligible to vest over a five-year period in equal annual tranches based on the AOP targets. The AOP targets are based on a minimum and maximum compounded annual growth rate from a baseline AOP. For the initial 5-Year Options granted in connection with our initial public offering in November 2021, we used a baseline AOP of $10 to set the annual AOP targets. For the subsequent 5-Year Options granted to our newly hired or promoted executives in 2022 and 2023, we continued to use the same AOP targets to ensure that the initial short- and long-term performance goals for our executive management team were aligned. The Company intends to use the actual or estimated AOP for a recently completed performance year as the baseline AOP to establish the AOP targets for new grants. This was the approach taken in establishing the future performance goals for the Biennial Extensions and Annual Extensions granted in February 2024. Resetting the baseline AOP means that the growth targets will appropriately reflect the then-current goals of the Company and ensures that the performance-based options will be more likely to continue to serve as a meaningful incentive to the participants. The actual AOP achieved for any given year is calculated in accordance with a formula set forth in the award agreements. For each yearly tranche, the 5-Year Options had required 13.5% compounded annual growth for minimum vesting (resulting in 25% of that tranche vesting) and 23.5% compounded annual growth for maximum vesting (resulting in 100% of that tranche vesting). However, in May 2023, we amended all our outstanding 5-Year Option agreements to better promote sustained growth and value creation over time, while also accounting for seasonal fluctuations outside the Company’s control, to ensure that its employees remain motivated and incentivized to achieve short- and long-term goals. In furtherance of these objectives, these amendments: •adjusted the minimum and maximum AOP compound annual growth targets from 13.5% and 23.5% to 10% and 20%, respectively; •adjusted and simplified the manner in which the option may vest after each performance year by eliminating the two-year look-back and look-forward provisions for excess AOP, and replacing it with the cumulative vesting provision described below under “Cumulative Vesting”; and •added an alternative vesting provision based on the market price of the Company’s Common Stock exceeding a certain price threshold for a sustained period commencing in the third fiscal year after grant, as described in more detail below under “Equity Sweep Provision.” The amendments also made certain clarifying and other changes. The exercise price and the number of the options granted by the original stock option agreements did not change. The Biennial Extensions and the Annual Extensions contained the same substantive terms and conditions as the as-amended option agreements. For any given performance year, the AOP for such year will be an amount equal to: (1) the difference of (a) the product of (i) Adjusted EBITDA and (ii) a weighted Adjusted 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 Common Stock 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. 2024 AOP met the 10% growth rate, so 3,190,000 options were earned by our NEOs based on 2024 performance. AOP takes into consideration: •growth in Adjusted EBITDA, •management of capital structure; •cash generation; •acquisition performance, including the acquisition price paid; and •the impact of option dilution on common stock outstanding. We use AOP as the performance-based metric because it focuses management on the fundamentals of stockholder value creation. Cumulative Vesting We view our performance on a long-term basis and set our targets to achieve long-term compound annual and cumulative growth. The original option agreements provided that if the actual AOP achieved for any given year had exceeded the maximum target, such excess could have been treated as having been achieved in the following two fiscal years and/or the prior two fiscal years (without duplication) if less than the full amount of options would otherwise have vested for such years. However, in May 2023, we amended our option agreements to eliminate this two-year look-back and look-forward provision, replacing it with a cumulative vesting mechanism whereby the unvested portion from each annual tranche is added to the eligible amount of options that may vest based on performance the following year. By allowing the unvested portions to carry forward in this manner, the vesting at the end of each year will be no less than representative of the cumulative AOP performance through such year. This cumulative vesting approach is intended to reward performance over time, while also continuing to provide the employees the opportunity to earn yearly tranches prior to the completion of the full performance period. We believe this will ensure that our employees remain incentivized throughout the full performance period to meet the cumulative performance goals. It also creates a simpler process that is more intuitive for participants to understand than the two-year look-back and look-forward provision.

  37. Performance-Based Non-Qualified Stock Option Program

    In addition, if any options remain unvested at the end of the fifth performance year covered by the option agreement, such unvested options may still vest based on the AOP achieved for the sixth and seventh performance years. The minimum and maximum AOP targets for these final two years will continue to reflect the same 10% and 20% cumulative growth, respectively, compared to the then-prior year. Therefore, if there is a seasonal fluctuation outside the Company’s control in the fifth performance year covered by a 5-Year Option or any Biennial Extension or Annual Extension, this provides our employees with a meaningful opportunity to still obtain full vesting of their options by meeting the cumulative growth targets in the following two performance years. Equity Sweep Provision The as-amended option agreements also added an equity sweep provision whereby if the market price of the Company’s Common Stock exceeds an amount equal to (i) two times the exercise price less (b) any dividends per share paid after the applicable grant date, on any 60 trading days within any 12-month period commencing on or after the first day of the third performance year covered by the 5-Year Option and ending on the last day of the fifth performance year covered by the 5-Year Option (the 60th day on which such price threshold is met during such period, the “Trigger Date”), then all options that remain unvested as of the Trigger Date will no longer be subject to the AOP performance-based conditions. If the Trigger Date is prior to the first day of the fifth performance year, then 50% of such unvested options will vest on the last day of the fourth performance year and the remaining 50% will vest on the last day of the fifth performance year. If the Trigger Date is during the fifth performance year, then 100% of the unvested options will vest on the last day of the fifth performance year. In each case, such vesting will remain subject to the participant’s continuous service through the applicable vesting date. Other Performance Vesting Criteria In connection with Mr. Goldberg’s appointment as Vice Chairman, we entered into an amendment to Mr. Goldberg’s employment agreement (the “Goldberg Amendment”), pursuant to which Mr. Goldberg’s option agreement was amended to adjust the performance terms and conditions of the outstanding 5-Year Options granted thereunder so that 50% of such outstanding options eligible to vest in each of fiscal years 2023 through 2026 will remain subject to the existing performance terms and conditions, and the remaining 50% of such outstanding options eligible to vest in such fiscal years based on the achievement of certain performance goals to be established annually by the Compensation Committee of the Board related to the Mr. Goldberg’s position and duties as Vice Chairman. See “Employment Agreements—Edward Goldberg” for additional details. In February 2024, Mr. Goldberg received a Biennial Extension that provided for the same split of performance criteria.

  38. Employee Benefit Plans

    Employee Benefit Plans Our NEOs are eligible to participate in employee benefit plans, including medical, life and disability benefits on the same basis as other eligible employees. These benefits include: •health, dental and vision insurance; •vacation, paid holidays and sick days; •group term life insurance, voluntary life insurance and supplemental accident and critical illness insurance; and •short-term and long-term disability insurance. The employment agreements and related severance payments available to our NEOs are described in more detail under the Sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.

  39. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2024, 2023 and 2022.

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($)(3) | Total ($) | | Haitham Khouri(4) Chief Executive Officer | 2024 | 615,000 | — | 2,580,000 | 862,071 | 46,956 | 4,104,027 | | | 2023 | 524,992 | — | 8,440,000 | 411,342 | 45,907 | 9,422,241 | | Edward Goldberg(5) Vice Chairman | 2024 | 615,000 | — | 350,400 | 855,868 | 50,998 | 1,872,266 | | | 2023 | 614,349 | — | — | 429,135 | 49,948 | 1,093,432 | | | 2022 | 582,500 | 651,034 | — | 514,800 | 47,764 | 1,796,098 | | Kyle Sable(6) Chief Financial Officer | 2024 | 330,000 | — | 2,298,000 | 231,287 | 50,998 | 2,910,285 | | | 2023 | 286,163 | — | 203,000 | 106,026 | 49,902 | 645,091 | | Jeffrey Emery President, Global Fire Safety | 2024 | 341,542 | — | 1,168,000 | 228,000 | 50,998 | 1,788,540 | | | 2023 | 329,992 | — | — | 151,940 | 45,123 | 527,055 | | Grant Bowman(7) President, Specialty Products | 2024 | 280,000 | — | 1,400,000 | 145,221 | 44,740 | 1,869,961 |

  41. Summary Compensation Table

    _________________ (1)Represents the fair value of the stock option awards calculated using the Black-Scholes option-pricing model or Hull-White model, as applicable, on the date such option awards were granted. For a discussion of the valuation assumptions used in calculating the amounts for 2024, see Notes 2 and 10 to our historical consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2)Represents the annual cash incentives 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. (3)The following table shows the components of “All Other Compensation” earned in 2024 by the NEOs:

  42. Summary Compensation Table

    | Name | 401(k) Match ($) | Health, Life & Disability Insurance Benefits ($) | Group Term Life Insurance Benefits ($) | Total ($) | | Haitham Khouri | 24,150 | 21,078 | 1,728 | 46,956 | | Edward Goldberg | 24,150 | 25,120 | 1,728 | 50,998 | | Kyle Sable | 24,150 | 25,120 | 1,728 | 50,998 | | Jeffrey Emery | 24,150 | 25,120 | 1,728 | 50,998 | | Grant Bowman | 18,230 | 25,012 | 1,498 | 44,740 |

  43. Summary Compensation Table

    (4)Mr. Khouri was named CEO effective March 8, 2023. (5)Mr. Goldberg was named Vice Chairman effective March 8, 2023. Prior to March 8, 2023, Mr. Goldberg was CEO of the Company. Compensation includes amounts paid to Mr. Goldberg prior to being named Vice Chairman. (6)Mr. Sable was promoted to CFO on November 16, 2023. Prior to November 16, 2023, Mr. Sable was Vice President, Strategy and Corporate Development. Compensation includes amounts paid to Mr. Sable prior to being named CFO. (7)Mr. Bowman was promoted to President, Specialty Products on October 31, 2024. Prior to October 31 2024, Mr. Bowman was Vice President, Strategy and Business Development. Compensation includes amounts paid to Mr. Bowman prior to being named President, Specialty Products.

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2024 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.”

  45. Grants of Plan-Based Awards

    | | | 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 ($) | Maximum ($) | | | | | Haitham Khouri | 2/20/2024 | 307,500 | 615,000 | 922,500 | | | | | | | | | 2/14/2024 | | | | | | | 500,000 | 5.23 | 1,400,000 | | | 2/14/2024 | | | | | | | 400,000 | 5.23 | 1,180,000 | | Edward Goldberg | 2/20/2024 | 307,500 | 615,000 | 922,500 | | | | | | | | | 2/14/2024 | | | | | | | 240,000 | 5.23 | 350,400 | | Kyle Sable | 9/27/2024 | | | | | | | 250,000 | 13.24 | 1,655,000 | | | 2/20/2024 | 82,500 | 165,000 | 247,500 | | | | | | | | | 2/14/2024 | | | | | | | 200,000 | 5.23 | 584,000 | | | 2/14/2024 | | | | | | | 20,000 | 5.23 | 59,000 | | Jeffrey Emery | 2/20/2024 | 85,386 | 170,771 | 256,157 | | | | | | | | | 2/14/2024 | | | | | | | 400,000 | 5.23 | 1,168,000 | | Grant Bowman | 2/20/2024 | 56,000 | 112,000 | 168,000 | | | | | | | | | 2/14/2024 | | | | | | | 500,000 | 5.23 | 1,400,000 |

  46. Grants of Plan-Based Awards

    _______________ (1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2024 performance. 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 pages 19 to 29, each performance metric in the annual incentive compensation program has a threshold, target and maximum level, entitling the officer to 50%, 100%, 150% 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.

  47. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 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, 2024.

  48. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Option Awards | | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Haitham Khouri(1) | 2/14/2024 | — | — | 400,000 | $5.23 | 2/14/2034 | | (2) | 2/14/2024 | 100,000 | — | 400,000 | $5.23 | 2/14/2034 | | (2) | 3/8/2023 | 800,000 | — | 1,200,000 | $8.26 | 3/8/2033 | | Edward Goldberg(3) | 2/14/2024 | — | — | 240,000 | $5.23 | 2/14/2034 | | (2) | 11/8/2021 | 1,287,500 | — | 1,500,000 | $10.00 | 11/8/2031 | | Kyle Sable(2) | 9/27/2024 | 50,000 | — | 200,000 | $13.24 | 9/27/2034 | | (1) | 2/14/2024 | — | — | 20,000 | $5.23 | 2/14/2034 | | (3) | 2/14/2024 | — | — | 200,000 | $5.23 | 2/14/2034 | | (2) | 11/16/2023 | 40,000 | — | 60,000 | $3.89 | 11/16/2033 | | (2) | 5/6/2022 | 300,000 | — | 200,000 | $8.36 | 5/6/2032 | | Jeffrey Emery(3) | 2/14/2024 | — | — | 400,000 | $5.23 | 2/14/2034 | | (2) | 5/6/2022 | 600,000 | — | 400,000 | $8.36 | 5/6/2032 | | Grant Bowman(2) | 2/14/2024 | 100,000 | — | 400,000 | $5.23 | 2/14/2034 |

  49. Outstanding Equity Awards at 2024 Fiscal Year End

    ________________ (1)Such Annual Extension options vest and become exercisable on the fifth fiscal year following the grant date upon achieving certain performance criteria for the applicable fiscal year ended and remaining in continuous service through such fiscal years. (2)Such 5-Year Options vest and become exercisable in five equal annual installments upon achieving certain performance criteria for the applicable fiscal year ended and remaining in continuous service through such fiscal years. (3)Such Biennial Extension options vest and become exercisable in two equal annual installments on the fourth and fifth fiscal year following the grant date upon achieving certain performance criteria for the applicable fiscal year ended and remaining in continuous service through such fiscal years.

  50. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 In 2024, 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, 2024.

  51. Potential Payments Upon Termination or Change in Control

    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, 2024. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

  52. Potential Payments Upon Termination or Change in Control

    | 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 ($) | Change in Control ($) | | Haitham Khouri | | | | | | | | Cash Severance(1) | 1,630,821 | 1,630,821 | 1,630,821 | 1,630,821 | | | Insurance Benefits(2) | 29,971 | 29,971 | 29,971 | 29,971 | | | Accelerated Vesting of Equity(3) | — | — | 15,924,000 | 15,924,000 | | | Total | 1,660,792 | 1,660,792 | 17,584,792 | 17,584,792 | | Edward Goldberg | | | | | | | | Cash Severance(1) | 1,624,618 | 1,624,618 | 1,624,618 | 1,624,618 | | | Insurance Benefits(2) | 32,406 | 32,406 | 32,406 | 32,406 | | | Accelerated Vesting of Equity(3) | — | — | 4,933,200 | 4,933,200 | | | Total | 1,657,024 | 1,657,024 | 6,590,224 | 6,590,224 | | Kyle Sable | | | | | | | | Cash Severance(1) | 643,787 | 643,787 | 643,787 | 643,787 | | | Insurance Benefits(2) | 32,406 | 32,406 | 32,406 | 32,406 | | | Accelerated Vesting of Equity(3) | — | — | 5,233,800 | 5,233,800 | | | Total | 676,193 | 676,193 | 5,909,993 | 5,909,993 | | Jeffrey Emery | | | | | | | | Cash Severance(1) | 654,928 | 654,928 | 654,928 | 654,928 | | | Insurance Benefits(2) | 32,722 | 32,722 | 32,722 | 32,722 | | | Accelerated Vesting of Equity(3) | — | — | 6,434,000 | 6,434,000 | | | Total | 687,650 | 687,650 | 7,121,650 | 7,121,650 | | Grant Bowman | | | | | | | | Cash Severance(1) | 495,221 | 495,221 | 495,221 | 495,221 | | | Insurance Benefits(2) | 32,406 | 32,406 | 32,406 | 32,406 | | | Accelerated Vesting of Equity(3) | — | — | 3,508,000 | 3,508,000 | | | Total | 527,627 | 527,627 | 4,035,627 | 4,035,627 |

  53. Potential Payments Upon Termination or Change in Control

    (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)Insurance benefits are 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. (3)Represents the Hull-White option-pricing model “fair value” as of December 31, 2024. 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 (beginning in the year the option is granted). 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.

  54. CEO Pay Ratio

    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 CEO, Haitham Khouri. As of December 31, 2024, our employee population consisted of approximately 330 individuals working at Perimeter and its subsidiaries, of which approximately 229 are located in the United States and approximately 101 are located outside the United States. In determining our pay ratio for 2024, we identified our median employee as of December 31, 2024, the last day of our 2024 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 2024 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 $70,720. Utilizing the same executive compensation rules, and calculating the compensation provided to our CEO during 2024, the total compensation of our CEO was $4,104,027. The resulting ratio of the annual total compensation of our CEO under this calculation to the annual total compensation of the median employee was 58 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.

  55. Pay Versus Performance

    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. The fair value as of December 31, 2024 for the equity awards adjustment shown below was calculated using the Hull-White model as this model considers the future movement in the price of Common Stock and option holders’ behavior with respect to option exercises. The Hull-White model requires us to make assumptions and judgments about the variables used in the calculation, including the sub-optimal exercise factor, drift rate, the blended volatility based on the Company’s short trading history of its Common Stock and on the trading history of the common stock of a set of comparable publicly listed companies, risk-free interest rate, and expected dividends. 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 Common Stock. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.

  56. Pay Versus Performance

    | Year | Summary compensation table total for Current PEO ($)(1) | Compensation actually paid to Current PEO ($)(2) | Summary compensation table total for Former PEO ($)(1) | Compensation actually paid to Former PEO ($)(2) | Average summary compensation table total for non-PEO NEOs ($)(3) | Average compensation actually paid to non-PEO NEOs ($)(4) | Value of initial fixed $100 investment based on: | | Net (loss) income ($ millions)(7) | Company selected measure Adjusted EBITDA ($ millions)(8) | | | | | | | | | TSR ($)(5) | Line of Business Index ($)(6) | | | | 2024 | 4,104,027 | 21,856,327 | N/A | N/A | 2,110,263 | 9,321,753 | 106.50 | 110.66 | (5.9) | 280.3 | | 2023 | 9,422,241 | 4,722,241 | 1,093,432 | (5,729,362) | 511,969 | (111,428) | 38.33 | 109.55 | 67.5 | 96.8 | | 2022 | N/A | N/A | 1,796,098 | (7,811,044) | 1,410,613 | (4,958,666) | 76.17 | 91.30 | 91.8 | 125.4 | | 2021 | N/A | N/A | 19,707,358 | 22,167,685 | 7,728,776 | 8,195,588 | 115.75 | 97.22 | (661.5) | 141.4 |

  57. Pay Versus Performance

    (1)The Current PEO and the Former PEO in the table represent Haitham Khouri and Edward Goldberg, respectively. The dollar amounts reported are the amounts of total compensation reported for Mr. Khouri and Mr. Goldberg for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation — Summary Compensation Table.” (2)The dollar amounts reported represent the amount of CAP to Mr. Khouri and Mr. Goldberg, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Khouri and Mr. Goldberg during the applicable year. The adjustments below were made to Mr. Khouri’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year.

  58. Pay Versus Performance

    | Year | Summary compensation table total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Awards Adjustment ($)(b) | Equals | CAP for PEO ($) | | 2024 (Current PEO) | 4,104,027 | - | 2,580,000 | + | 20,332,300 | = | 21,856,327 | | 2023 (Current PEO) | 9,422,241 | - | 8,440,000 | + | 3,740,000 | = | 4,722,241 | | 2023 (Former PEO) | 1,093,432 | - | — | + | (6,822,794) | = | (5,729,362) | | 2022 (Former PEO) | 1,796,098 | - | — | + | (9,607,142) | = | (7,811,044) | | 2021 (Former PEO) | 19,707,358 | - | 18,990,125 | + | 21,450,452 | = | 22,167,685 |

  59. Pay Versus Performance

    (a)The dollar amounts reported represent the grant date fair value of equity awards as reported in the “Option Awards” column of the SCT in each applicable year. (b)The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value. No awards were granted and vested in same year for any applicable year and no dividends or other earnings were paid on awards in any applicable year. The amounts deducted or added in calculating the equity award adjustments for Mr. Khouri and Mr. Goldberg, respectively, are as follows:

  60. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Year End Fair Value of Equity Awards Granted in the Year that Vested in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Change in Fair Value as of the Vesting date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | 2024 (Current PEO) | 7,164,000 | 1,017,900 | 6,516,000 | 5,634,400 | — | 20,332,300 | | 2023 (Current PEO) | 3,740,000 | — | — | — | — | 3,740,000 | | 2023 (Former PEO) | — | — | (6,822,794) | — | — | (6,822,794) | | 2022 (Former PEO) | — | — | (9,368,938) | (238,204) | — | (9,607,142) | | 2021 (Former PEO) | 21,450,452 | — | — | — | — | 21,450,452 |

  61. Pay Versus Performance

    (3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding Mr. Goldberg and Mr. Khouri, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Kyle Sable, Edward Goldberg, Jeffrey Emery and Grant Bowman; (ii) for 2023, Kyle Sable, Charles Kropp, Jeffrey Emery, Shannon Horn, and Noriko Yokozuka; (iii) for 2022, Charles Kropp, Barry Lederman, Noriko Yokozuka, Shannon Horn, and Ernest Kremling; and (iv) for 2021, Barry Lederman, Noriko Yokozuka, Shannon Horn, and Ernest Kremling. (4)The dollar amounts reported represent the amount of CAP for the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect an average of the actual amount of compensation earned by or paid the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) during the applicable year. The adjustments below were made to the average total compensation for the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year.

  62. Pay Versus Performance

    | Year | Average Reported Summary compensation table total for Non-PEO NEOs ($) | Less | Average Reported Value of Equity Awards ($)(a) | Plus | Average Equity Awards Adjustment ($)(b) | Equals | Average CAP for Non-PEO NEOs ($) | | 2024 | 2,110,263 | - | 1,304,100 | + | 8,515,590 | = | 9,321,753 | | 2023 | 511,969 | - | 40,600 | + | (582,797) | = | (111,428) | | 2022 | 1,410,613 | - | 384,000 | + | (5,985,279) | = | (4,958,666) | | 2021 | 7,728,776 | - | 7,151,274 | + | 7,618,086 | = | 8,195,588 |

  63. Pay Versus Performance

    (a)The dollar amounts reported represent the grant date fair value of equity awards as reported in the “Option Awards” column of the SCT in each applicable year. (b)The equity award adjustments for the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average year-end fair value of any equity awards granted in the applicable year that are vested in the year; (iii) the average amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iv) for awards granted in prior years that vest in the applicable year, the average amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the average amount equal to the fair value at the end of the prior year. No awards were granted and vested in same year for any applicable year and no dividends or other earnings were paid on awards in any applicable year. The amounts deducted or added in calculating the equity award adjustments for the Company’s NEOs as a group (excluding Mr. Goldberg or Mr. Khouri, as applicable) are as follows:

  64. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Average Year End Fair Value of Equity Awards Granted in the Year that Vested in the Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Change in Fair Value as of the Vesting date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Average Equity Award Adjustments ($) | | 2024 | 2,865,000 | 357,113 | 1,629,000 | 3,664,477 | — | 8,515,590 | | 2023 | 49,000 | — | (324,969) | — | 306,828 | (582,797) | | 2022 | — | — | (3,122,979) | (79,402) | 2,782,898 | (5,985,279) | | 2021 | 7,150,153 | — | — | 467,933 | — | 7,618,086 |

  65. Pay Versus Performance

    (5)TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Represents the TSR for S&P SmallCap 600 Materials Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)The computation of Adjusted EBITDA is defined as net income (loss) plus income tax expense, net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items. These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain).

  66. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The Company is providing the following graphs regarding the relationships between information presented in the Pay versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee utilizes several performance measures to align executive compensation with Company performance, and only some of those Company measures are presented in the pay versus performance table above and the graphs below. The Compensation Committee has not used or considered CAP previously as computed in accordance with Item 402(v) of Regulation S-K to set target compensation amounts or align our NEO compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation designs our compensation program and sets target compensation amounts.