Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.50M
2: EX-10.17 Material Contract HTML 153K
3: EX-10.18 Material Contract HTML 132K
4: EX-21.1 Subsidiaries List HTML 38K
5: EX-23.1 Consent of Expert or Counsel HTML 34K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 65K Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
15: R1 Cover Page HTML 105K
16: R2 Audit Information HTML 39K
17: R3 Consolidated Balance Sheets HTML 153K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
19: R5 Consolidated Statements of Operations and HTML 134K
Comprehensive Income (Loss)
20: R6 Consolidated Statements of Shareholders' Equity HTML 142K
21: R7 Consolidated Statements of Cash Flows HTML 174K
22: R8 Description of Business and Basis of Presentation HTML 48K
23: R9 Summary of Significant Accounting Policies and HTML 122K
Recent Accounting Pronouncements
24: R10 Business Acquisitions HTML 71K
25: R11 Balance Sheet Components HTML 79K
26: R12 Goodwill and Other Intangible Assets HTML 88K
27: R13 Leases HTML 87K
28: R14 Long-Term Debt and Redeemable Preferred Shares HTML 70K
29: R15 Income Taxes HTML 144K
30: R16 Commitments and Contingencies HTML 38K
31: R17 Equity HTML 53K
32: R18 Share-Based Compensation and Employee Benefit HTML 102K
Plans
33: R19 Fair Value Measurements HTML 91K
34: R20 Related Parties HTML 54K
35: R21 Revenue Recognition HTML 53K
36: R22 Earnings Per Share HTML 60K
37: R23 Segment Information HTML 127K
38: R24 Parent Company Information HTML 135K
39: R25 Pay vs Performance Disclosure HTML 47K
40: R26 Insider Trading Arrangements HTML 52K
41: R27 Summary of Significant Accounting Policies and HTML 176K
Recent Accounting Pronouncements (Policies)
42: R28 Summary of Significant Accounting Policies and HTML 47K
Recent Accounting Pronouncements (Tables)
43: R29 Business Acquisitions (Tables) HTML 55K
44: R30 Balance Sheet Components (Tables) HTML 78K
45: R31 Goodwill and Other Intangible Assets (Tables) HTML 94K
46: R32 Leases (Tables) HTML 90K
47: R33 Long-Term Debt and Redeemable Preferred Shares HTML 52K
(Tables)
48: R34 Income Taxes (Tables) HTML 145K
49: R35 Share-Based Compensation and Employee Benefit HTML 81K
Plans (Tables)
50: R36 Fair Value Measurements (Tables) HTML 86K
51: R37 Revenue Recognition (Tables) HTML 50K
52: R38 Earnings Per Share (Tables) HTML 57K
53: R39 Segment Information (Tables) HTML 128K
54: R40 Parent Company Information (Tables) HTML 155K
55: R41 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION HTML 36K
- Organization and General (Details)
56: R42 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION HTML 51K
- Business Operations (Details)
57: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 37K
RECENT ACCOUNTING PRONOUNCEMENTS - Accounts
Receivable and Allowance for Doubtful Accounts
(Details)
58: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 50K
RECENT ACCOUNTING PRONOUNCEMENTS - Property, Plant
and Equipment, Net (Details)
59: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 44K
RECENT ACCOUNTING PRONOUNCEMENTS - Goodwill
(Details)
60: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 46K
RECENT ACCOUNTING PRONOUNCEMENTS - Revenue
Recognition (Details)
61: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 66K
RECENT ACCOUNTING PRONOUNCEMENTS - Deferred
Financing Fees (Details)
62: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 41K
RECENT ACCOUNTING PRONOUNCEMENTS - Leases
(Details)
63: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 37K
RECENT ACCOUNTING PRONOUNCEMENTS - Foreign
Currencies (Details)
64: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 65K
RECENT ACCOUNTING PRONOUNCEMENTS - Share Based
Compensation (Details)
65: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 58K
RECENT ACCOUNTING PRONOUNCEMENTS - Concentration
of Credit Risk and Significant Customers (Details)
66: R52 BUSINESS ACQUISITIONS - Perimeter Solutions HTML 108K
(Details)
67: R53 BUSINESS ACQUISITIONS - Perimeter Solutions Cash HTML 41K
Summary (Details)
68: R54 BUSINESS ACQUISITIONS - Summary of Purchase Price HTML 89K
Consideration (Details)
69: R55 BUSINESS ACQUISITIONS - Predecessor's Acquisitions HTML 45K
(Details)
70: R56 BALANCE SHEET COMPONENTS - Summary of Balance HTML 116K
Sheet Components (Details)
71: R57 BALANCE SHEET COMPONENTS - Narrative (Details) HTML 37K
72: R58 GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of HTML 49K
Changes in Goodwill (Details)
73: R59 GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of HTML 58K
Definite and Indefinite Lived Intangible Assets
(Details)
74: R60 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 47K
(Details)
75: R61 GOODWILL AND OTHER INTANGIBLE ASSETS - Future HTML 50K
Amortization Expense (Details)
76: R62 LEASES - Schedule of Assets and Liabilities, HTML 61K
Lessee (Details)
77: R63 LEASES - Schedule of Lease Costs (Details) HTML 50K
78: R64 LEASES - Narrative (Details) HTML 51K
79: R65 LEASES - Schedule of Supplemental Cash Flow Lease HTML 50K
(Details)
80: R66 LEASES - Schedule of Future Minimum Payment HTML 74K
Obligations for Non-Cancelable Operating Leases
(Details)
81: R67 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 52K
Schedule of Long-term Debt (Details)
82: R68 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 54K
Schedule of Maturities of Long-term (Details)
83: R69 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 108K
Successor Revolving Credit Facility (Details)
84: R70 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 54K
Successor Bridge Facility (Details)
85: R71 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 55K
Successor Senior Notes (Details)
86: R72 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 80K
Successor Redeemable Preferred Shares (Details)
87: R73 LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - HTML 50K
Predecessor (Details)
88: R74 INCOME TAXES - Schedule of Company's Income Tax HTML 60K
Benefit (Expense) (Details)
89: R75 INCOME TAXES - Schedule of Company's Income Before HTML 45K
Income Taxes (Details)
90: R76 INCOME TAXES - Schedule of Effective Income Tax HTML 71K
Rate (Details)
91: R77 INCOME TAXES - Schedule of Deferred Tax Assets and HTML 71K
Liabilities (Details)
92: R78 INCOME TAXES - Narrative (Details) HTML 54K
93: R79 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 41K
94: R80 Commitments and Contingencies (Details) HTML 39K
95: R81 EQUITY - Ordinary Shares (Details) HTML 80K
96: R82 EQUITY - Predecessor (Details) HTML 36K
97: R83 EQUITY - Warrants (Details) HTML 52K
98: R84 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 140K
PLANS - 2021 Equity Plan (Details)
99: R85 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 73K
PLANS - Schedule of Stock Option Activity
(Details)
100: R86 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 86K
PLANS - Schedule of Stock Option Valuation
Assumptions (Details)
101: R87 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 57K
PLANS - Founder Advisory Amounts (Details)
102: R88 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 56K
PLANS - Founder Amount Valuation Assumptions
(Details)
103: R89 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 60K
PLANS - Predecessor Narrative (Details)
104: R90 SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT HTML 36K
PLANS - Savings and Investment Plans (Details)
105: R91 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 63K
106: R92 FAIR VALUE MEASUREMENTS - Schedule of Liabilities HTML 50K
Measured on a Recurring Basis (Details)
107: R93 FAIR VALUE MEASUREMENTS - Schedule Reconciliation HTML 53K
of Level 3 Liabilities Measured on a Recurring
Basis (Details)
108: R94 FAIR VALUE MEASUREMENTS - Schedule of Estimated HTML 47K
Fair Value of Intangible Assets Acquired (Details)
109: R95 RELATED PARTIES - Successor Narrative (Details) HTML 130K
110: R96 RELATED PARTIES - Predecessor Narrative (Details) HTML 58K
111: R97 REVENUE RECOGNITION - Schedule of Revenue HTML 48K
(Details)
112: R98 Earnings Per Share (Details) HTML 83K
113: R99 SEGMENT INFORMATION - Narrative (Details) HTML 36K
114: R100 SEGMENT INFORMATION - Schedule of Segment HTML 88K
Information (Details)
115: R101 SEGMENT INFORMATION - Schedule of Net Sales by HTML 48K
Geographic Area (Details)
116: R102 SEGMENT INFORMATION - Schedule of Property, Plant HTML 45K
and Equipment (Details)
117: R103 PARENT COMPANY INFORMATION - Condensed Balance HTML 125K
Sheets (Details)
118: R104 PARENT COMPANY INFORMATION - Condensed Statements HTML 75K
of Operations and Comprehensive Income (Loss)
(Details)
119: R105 PARENT COMPANY INFORMATION - Condensed Statement HTML 127K
of Cash Flows (Details)
121: XML IDEA XML File -- Filing Summary XML 230K
124: XML XBRL Instance -- prm-20231231_htm XML 3.08M
120: EXCEL IDEA Workbook of Financial Report Info XLSX 271K
11: EX-101.CAL XBRL Calculations -- prm-20231231_cal XML 375K
12: EX-101.DEF XBRL Definitions -- prm-20231231_def XML 1.32M
13: EX-101.LAB XBRL Labels -- prm-20231231_lab XML 2.88M
14: EX-101.PRE XBRL Presentations -- prm-20231231_pre XML 1.94M
10: EX-101.SCH XBRL Schema -- prm-20231231 XSD 290K
122: JSON XBRL Instance as JSON Data -- MetaLinks 764± 1.18M
123: ZIP XBRL Zipped Folder -- 0001880319-24-000007-xbrl Zip 1.07M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Approved by the Board of Directors on November 1, 2023 (the “Adoption Date”)
I.Purpose
This Executive Officer Clawback Policy describes the circumstances under which
Covered Persons of Perimeter Solutions, SA and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.
This Policy and any terms used in this Policy shall be construed in accordance with all applicable SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including, without limitation, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and the rules adopted by NYSE (the “NYSE Rules”).
Each
Covered Person shall sign an Acknowledgement and Agreement to the Executive Officer Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs; provided, that, this Policy shall apply to each Covered Person, irrespective of whether such Covered Person shall have failed, for any reason, to have executed such acknowledgment and agreement.
II.Definitions
For purposes of this Policy, the following capitalized terms shall have the meaning set forth below:
(a)“Accounting
Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). Notwithstanding the foregoing, none of the following changes to the Company’s financial statements represent error corrections and shall not be
deemed an Accounting Restatement: (a) retrospective application of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (c) retrospective reclassification due to a discontinued operation; (d) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (e) retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(b)“Board” shall mean the Board of Directors of the Company.
(c)“Clawback-Eligible
Incentive Compensation” shall mean, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after October 2, 2023, (ii) after beginning service as a Covered Person, (iii) while the
Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.
(d)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal
years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e)“Committee” shall mean the Compensation Committee of the Board.
(f)“Covered Person” shall mean any person who is, or was at any time, during the Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer who left the
Company, retired or transitioned to a non-Executive Officer role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period.
(g)“Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts set forth in the Accounting Restatement. This amount must be computed without regard to any taxes paid.
(h)“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting
officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Item 401(b) of Regulation S-K shall be deemed “Executive Officers”.
(i)“Financial Reporting Measures” shall mean measures that are determined and
presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return). A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a Company filing with the SEC.
(j)“Incentive-Based Compensation” shall have the meaning set forth in Section III below.
(k)“NYSE”
shall mean the New York Stock Exchange.
(l)“Policy” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to time.
(m)“Received” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant occurs after the fiscal period.
(n)“Repayment Agreement” shall have the meaning set forth in Section V below.
(o)“Restatement
Date” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement
and (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(p)“SARs”
shall mean stock appreciation rights.
(q)“SEC” shall mean the U.S. Securities and Exchange Commission.
III.Incentive-Based Compensation
“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.
For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:
•Non-equity incentive plan awards that are earned based, wholly or in part, on satisfaction of a Financial Reporting
Measure performance goal;
•Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;
•Other cash awards based on satisfaction of a Financial Reporting Measure performance goal;
•Restricted stock, restricted stock units (“RSUs”), performance share units (“PSUs”), stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and
•Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested
based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal.
For purposes of this Policy, Incentive-Based Compensation excludes:
•Base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);
•Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;
•Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;
•Non-equity
incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and
•Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures.
IV.Determination and Calculation of Erroneously-Awarded Compensation
In the event of an Accounting Restatement, the Committee shall promptly determine the amount of any Erroneously-Awarded Compensation for each Covered Person in connection with such Accounting Restatement and shall promptly thereafter provide each Covered Person with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment, return or forfeiture thereof, as applicable (the “Notice”).
(a)Cash
Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been received applying the restated Financial Reporting Measure.
(b)Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
(c)Equity Awards. With respect to equity awards, if the shares, RSUs,
PSUs, options or SARs are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been received applying the restated Financial Reporting Measure (or the value of that excess number). If the RSUs, PSUs, options or SARs have vested or been exercised, as the case may be, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess RSUs, PSUs, options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee shall determine the amount which most reasonably estimates the Erroneously-Awarded Compensation.
(d)Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return, where the
amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to NYSE in accordance with applicable listing standards).
V.Recovery of Erroneously-Awarded Compensation
Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover
the Erroneously-Awarded Compensation reasonably promptly following the delivery of the Notice to the Covered Person. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:
(a)Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) or (ii) if approved by the Committee, enter into a Repayment Agreement in accordance with subsection (d) below.
(b)Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take such action as is necessary
to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.
(c)Vested Equity Awards. With respect to those equity awards that have vested or been exercised and the underlying shares have not been sold, the Committee shall take such action as is necessary to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.
In the event that the Covered Person has sold any underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) or (ii) if approved by the Committee, enter into a Repayment Agreement in
accordance with subsection (d) below.
(d)Repayment Agreement. To the extent approved by the Committee, the Company shall enter into a written agreement (in a form reasonably acceptable to the Committee) with the Covered Person that provides for the Covered Person’s repayment of the Erroneously-Awarded Compensation as promptly as possible
without unreasonable economic hardship to the Covered Person based upon the particular facts and circumstances (a “Repayment Agreement”).
(e)Effect of Non-Repayment.
To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall take all actions reasonable and appropriate to recover such outstanding Erroneously-Awarded Compensation from the applicable Covered Person.
The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept an amount that
is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.
VI.Discretionary Recovery
Notwithstanding anything herein to the contrary, the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee determines that recovery would be impracticable:
(i)The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made
a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to NYSE;
(ii)Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or
(iii)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees
of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VII.Reporting and Disclosure Requirements
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.
VIII.Effective Date
This Policy shall apply to any Incentive-Based Compensation Received
on or after October 2, 2023.
IX.No Indemnification
The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.
X.Administration
The Committee has the sole discretion to administer this
Policy and ensure compliance with NYSE Rules and any other applicable law, regulation, rule or interpretation of the SEC or NYSE promulgated or issued in connection therewith. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive.
XI.Amendment; Termination
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the
Company’s securities are then listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.
XII.Other Recoupment Rights; No Additional Payments
The
Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy; provided, that, this Policy shall apply to all Covered Persons irrespective of any such explicit agreement. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or any similar policy in any employment agreement, equity plan, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the
Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.
XIII.Successors
This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
Exhibit A
ACKNOWLEDGEMENT AND AGREEMENT
TO THE
EXECUTIVE OFFICER CLAWBACK POLICY
OF
PERIMETER SOLUTIONS,
SA
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of Perimeter Solutions, SA’s Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees
to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.
Signature
Name
Date
Dates Referenced Herein and Documents Incorporated by Reference
