PERIMETER SOLUTIONS INC (PRM)
Sector: Materials
2026 Annual Meeting Analysis
PERIMETER SOLUTIONS INC · Meeting: May 28, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Britt Cool failed to attend at least 75% of board and committee meetings in 2025, which the proxy explicitly acknowledges; the policy requires a No vote for attendance below this threshold regardless of the explanation offered, and while the proxy notes she remained engaged through communications and materials review, the attendance standard is a clear bright-line test that she did not meet.
For Analysis
Howley has served since 2021 and brings substantial executive leadership experience as co-founder and former CEO of TransDigm; PRM's 3-year total return of +275.8% outperforms the company-disclosed peer group median by +234.1 percentage points, far exceeding the 50-point threshold needed to trigger a negative vote, so no TSR concern applies.
Thorndike has served since 2021 and brings extensive investment and capital allocation expertise as founder of Cromwell Harbor Partnership and author of 'The Outsiders'; PRM's exceptional 3-year outperformance of peers by +234.1 percentage points clears the policy threshold with no TSR concern, and his public board count (CNX Resources plus PRM) does not trigger the overboarding limit of four seats.
Khouri serves as CEO and director since 2021 and has driven strong operational and financial results including 18% Adjusted EBITDA growth in 2025; as an executive director he is subject to the same TSR trigger as all other directors, but PRM's +275.8% 3-year return and +234.1 percentage-point outperformance of the peer group median easily clears the policy threshold, so no TSR-based concern applies.
Hennessy has served since 2021, is a certified public accountant and former CFO of Sherwin-Williams, making him a strong fit as Audit Committee chair; PRM's 3-year TSR vastly outperforms the peer group and no other policy flags apply.
Henderson has served since 2021 and brings deep operational experience as former Vice Chairman and Chief Operating Officer of TransDigm; PRM's outstanding 3-year stock performance relative to peers clears the TSR policy threshold by a wide margin and no other flags apply.
Iversen has served since 2022 and contributes meaningful M&A and specialty manufacturing expertise from his tenure as Executive Vice President at TransDigm; PRM's 3-year outperformance of the peer median by +234.1 percentage points far exceeds the policy threshold, and attendance and other criteria do not raise concerns.
Valladares joined in May 2024, which is within 24 months of the 2026 annual meeting, making him exempt from the TSR trigger under the policy's new-director exemption; his background as former COO of TransDigm and current CEO of Triumph Group provides relevant industrial and operational experience for the board.
Seven of eight director nominees receive a FOR vote; Tracy Britt Cool receives an AGAINST vote solely because the proxy discloses she failed to attend at least 75% of board and committee meetings in 2025, which is a clear policy trigger regardless of the mitigating context offered; all other directors clear the TSR threshold comfortably given PRM's exceptional 3-year stock return of +275.8%, which outperforms the company-disclosed peer group median by +234.1 percentage points — well above the 50-point threshold that would be required to trigger a negative vote in a strong-positive-TSR environment.
Say on Pay
✓ FORCEO
Haitham Khouri
Total Comp
$8,037,750
Prior Support
87%%
The prior year Say on Pay vote received approximately 87% shareholder support, well above the 70% threshold that would require a response, and the compensation structure has not changed adversely. CEO Haitham Khouri's total reported compensation of $8,037,750 is within a reasonable range for a CEO at a $4.2 billion Basic Materials company given PRM's exceptional performance — net sales up 16%, Adjusted EBITDA up 18% to $331.7 million, and a 3-year stock price return of +275.8% that vastly outperforms both its peer group and the sector benchmark XLB. The pay program is heavily variable and performance-driven, relying on performance-based stock options that vest only on achievement of specific earnings growth targets (annual operating performance per share criteria), a meaningful cash incentive structure tied 75% to Adjusted EBITDA and 25% to individual goals, and a formal clawback policy adopted in 2023, all of which align executive outcomes with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,180,000
Non-Audit Fees
$5,000
KPMG's non-audit fees of $5,000 represent less than 0.3% of audit fees of $2,180,000, far below the 50% threshold that would trigger a concern about auditor independence; KPMG tenure is not disclosed in the proxy so no tenure trigger fires under the policy; KPMG is a Big 4 firm appropriate for a company of PRM's $4.2 billion market cap; and no material financial restatements are disclosed.
Overall Assessment
The 2026 Perimeter Solutions annual meeting presents a largely clean ballot: we vote FOR on Say on Pay given strong pay-for-performance alignment and 87% prior-year support, FOR on KPMG ratification given negligible non-audit fees and Big 4 suitability, and FOR on six of eight director nominees, with Tracy Britt Cool receiving an AGAINST vote due to disclosed attendance below the 75% policy threshold and no stockholder proposals appear on the ballot requiring evaluation.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing