Perimeter Solutions, SA Files DEF 14A for Fiscal Year 2023

TL;DR

<b>Perimeter Solutions, SA has filed its annual proxy statement (DEF 14A) detailing executive compensation and equity awards for the fiscal year 2023.</b>

AI Summary

Perimeter Solutions, SA (PRM) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Perimeter Solutions, SA filed a DEF 14A on April 12, 2024, for the fiscal year ending December 31, 2023. The filing covers executive compensation details for individuals including Mr. Goldberg and Mr. Khouri. It includes data on equity awards granted, vested, unvested, and those that failed to meet vesting conditions for the years 2021, 2022, and 2023. The company's principal executive offices are located at 12E Rue Guillaume Kroll, L-1882 Luxembourg. Perimeter Solutions, SA is classified under the Chemicals & Allied Products industry (SIC code 2800).

Why It Matters

For investors and stakeholders tracking Perimeter Solutions, SA, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation packages and the performance-based equity awards granted to key personnel, enabling informed voting decisions. The detailed breakdown of equity awards, including granted, vested, and unvested amounts across multiple years, offers insight into the company's long-term incentive strategies and potential future dilution.

Risk Assessment

Risk Level: low — Perimeter Solutions, SA shows low risk based on this filing. The filing is a standard DEF 14A, which is routine for public companies and does not contain new financial performance data or significant operational changes.

Analyst Insight

Review the executive compensation details and equity award grants to understand potential impacts on shareholder value and dilution.

Executive Compensation

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the DEF 14A)
• 2024-04-12 — Filing Date (Date the DEF 14A was filed)
• 2021, 2022, 2023 — Years Covered by Equity Award Data (Data spans three fiscal years)

Key Players & Entities

• Perimeter Solutions, SA (company) — Filer of the DEF 14A
• Mr. Goldberg (person) — Executive mentioned in equity award data
• Mr. Khouri (person) — Executive mentioned in equity award data
• 12E Rue Guillaume Kroll, L-1882 Luxembourg (company) — Business and mailing address
• 20240412 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• 2021-01-01 (date) — Start date for equity award data
• 2800 (industry) — Standard Industrial Classification for Chemicals & Allied Products

FAQ

Key Dates

• 2024-04-12: Filing of DEF 14A — Provides details on executive compensation and shareholder matters for the fiscal year 2023.
• 2023-12-31: Fiscal Year End — The period covered by the financial and compensation data in the filing.

Glossary

DEF 14A

Definitive Proxy Statement (This filing provides detailed information to shareholders regarding company matters, including executive compensation, for voting at annual meetings.)

Key Financial Figures

• $322.1 m — : Full year net sales decreased 11% to $322.1 million, compared to $360.5 million in th
• $360.5 million — ased 11% to $322.1 million, compared to $360.5 million in the prior year. Fire Safety sales d
• $225.6 m — afety sales decreased less than 0.5% to $225.6 million, as compared to $226.6 million in
• $226.6 million — 0.5% to $225.6 million, as compared to $226.6 million in the prior year. Specialty Products
• $96.6 m — ecialty Products sales decreased 28% to $96.6 million, as compared to $133.9 million in
• $133.9 million — ed 28% to $96.6 million, as compared to $133.9 million in the prior year. Full year net incom
• $67.5 m — e prior year. Full year net income was $67.5 million, or $0.41 per diluted share, a de
• $0.41 — l year net income was $67.5 million, or $0.41 per diluted share, a decrease of $24.3
• $24.3 million — $0.41 per diluted share, a decrease of $24.3 million from $91.8 million, or $0.52 per dilute
• $91.8 m — share, a decrease of $24.3 million from $91.8 million, or $0.52 per diluted share in th
• $0.52 — of $24.3 million from $91.8 million, or $0.52 per diluted share in the prior year. F
• $96.8 m — l year Adjusted EBITDA decreased 23% to $96.8 million, as compared to $125.4 million in
• $125.4 million — ed 23% to $96.8 million, as compared to $125.4 million in the prior year. Fire Safety Adjuste
• $76.2 m — Safety Adjusted EBITDA decreased 1% to $76.2 million, as compared to $77.4 million in
• $77.4 million — sed 1% to $76.2 million, as compared to $77.4 million in the prior year. Specialty Products

Filing Documents

• prm-20240412.htm (DEF 14A) — 961KB
• prm-20240412_g1.jpg (GRAPHIC) — 12KB
• prm-20240412_g10.jpg (GRAPHIC) — 132KB
• prm-20240412_g2.gif (GRAPHIC) — 5KB
• prm-20240412_g3.gif (GRAPHIC) — 6KB
• prm-20240412_g4.jpg (GRAPHIC) — 10KB
• prm-20240412_g5.jpg (GRAPHIC) — 173KB
• prm-20240412_g6.jpg (GRAPHIC) — 174KB
• prm-20240412_g7.jpg (GRAPHIC) — 174KB
• prm-20240412_g8.jpg (GRAPHIC) — 155KB
• prm-20240412_g9.jpg (GRAPHIC) — 117KB
• 0001880319-24-000035.txt (&nbsp;) — 3890KB
• prm-20240412.xsd (EX-101.SCH) — 5KB
• prm-20240412_def.xml (EX-101.DEF) — 6KB
• prm-20240412_lab.xml (EX-101.LAB) — 8KB
• prm-20240412_pre.xml (EX-101.PRE) — 6KB
• prm-20240412_htm.xml (XML) — 144KB

Executive Compensation Setting Process

Executive Compensation Setting Process 22 Components of Executive Compensation Program 24 EBITDA Performance 25 Individual Performance 26 Combined EBITDA and Individual Performance 26 i Other Compensation-Related Practices and Policies 30 COMPENSATION COMMITTEE REPORT 30

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 Summary Compensation Table 31 Grants of Plan-based Awards 32 Outstanding Equity Awards at 2023 Fiscal Year End 33 Option Exercises and Stock Vested During 2023 37 Potential Payments Upon Termination or Change in Control 37 CEO Pay Ratio 38 Pay Versus Performance 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 46 PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION 48 Shareholder Vote Requirement 48 Proposal 48 Non-Binding Vote 48 Recommendation of the Board 48 PROPOSAL 3 — APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND STATUTORY AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2023 49 Independent Registered Public Accounting Firm Fees 50 Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services 50 Shareholder Vote Requirement 50 Recommendation of the Board 50 Report of the Audit Committee 51 PROPOSAL 4 — APPROVAL OF THE ANNUAL ACCOUNTS FOR THE 2023 FINANCIAL YEAR 52 Shareholder Vote Requirement 52 Recommendation of the Board 52 PROPOSAL 5 — APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2023 FINANCIAL YEAR 53 Shareholder Vote Requirement 53 Recommendation of the Board 53 PROPOSAL 6 — ALLOCATION OF THE RESULTS OF THE ANNUAL ACCOUNTS FOR THE 2023 FINANCIAL YEAR 54 Shareholder Vote Requirement 54 Recommendation of the Board 54 PROPOSAL 7 — DISCHARGE OF LIABILITY TO CURRENT DIRECTORS OF THE COMPANY FOR THE EXERCISE OF THEIR MANDATES AS DIRECTORS OF THE COMPANY IN RELATION TO THE 2023 FINANCIAL YEAR 55 Shareholder Vote Requirement 55 Recommendation of the Board 55 ii PROPOSAL 8 — APPROVAL OF THE COMPENSATION OF CERTAIN OF THE NON-EMPLOYEE INDEPENDENT DIRECTORS OF THE COMPANY FOR 2023 56 Shareholder Vote Requirement 56 Recommendation of the Board 56 PROPOSAL 9 — APPROVAL OF THE SHARE REPURCHASE PROGRAM 57 Shareholder Vote Requirement 57 Recommendation of the Board 57 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 58 ABOUT THIS PROXY STATEMENT 58 GENERAL VOTING INFORMATION 58 ATTENDING THE MEETING 61 MORE INFORMATION 61 OTHER MATTERS 62 Additional Meeting Matters 62 Shareholder Proposals for the 2025 Annual Meeting of Shareholde