Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c), (e)
On March 8, 2023, Perimeter Solutions, SA (the "Company") announced the
appointment of Haitham Khouri to serve as the Chief Executive Officer of the
Company effective immediately. Mr. Khouri succeeds Edward Goldberg, who
transitioned to the role of Vice Chairman of the Company effective immediately.
Mr. Khouri, 42, has served as a member of the Company's board of directors
("Board") since June 2021, as Chairman of the Executive Committee of the Board
since December 2021 and served as Vice Chairman of the Company from December
2021 until his appointment as Chief Executive Officer. Prior to joining the
Company, Mr. Khouri was a Senior Analyst at Hound Partners from 2009 to 2018,
was a private equity Associate at Oak Hill Capital Partners from 2005 and 2007
and 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.
In connection with his appointment as Chief Executive Officer, Mr. Khouri and
the Company entered into an Employment Agreement, dated March 8, 2023 (the "
Khouri Employment Agreement"), which amends and restates his existing employment
agreement. Pursuant to the Khouri Employment Agreement, Mr. Khouri will be
entitled to (i) an annual base salary of $525,000, (ii) a target bonus
opportunity of 100% of Mr. Khouri's annual base salary and (iii) a grant of
stock options to purchase 2,000,000 ordinary shares of the Company with an
exercise price per share equal to the closing price per ordinary share on the
grant date. The options will vest ratably over the next five years on each
anniversary of the grant, subject to the achievement of certain performance
conditions and Mr. Khouri's continuous service through each vesting date.
There are no arrangements or understandings between Mr. Khouri and any other
persons pursuant to which Mr. Khouri was selected as an executive officer of the
Company. There are no family relationships between Mr. Khouri and any director
or executive officer of the Company.
The Company is a party to certain transactions in which Mr. Khouri has a direct
or indirect material interest and in which the amounts involved exceed $120,000.
The Company is party to an advisory services agreement with EverArc Founders LLC
("EverArc Founders"), pursuant to which EverArc Founders provides services to
the Company, including strategic and capital allocation advice, in exchange for
variable and fixed annual advisory fees. EverArc Founders is owned and operated
by five members, including Mr. Khouri.
In connection with his appointment as Vice Chairman, Mr. Goldberg, 60, and the
Company entered into an amendment, dated March 8, 2023, to Mr. Goldberg's
employment agreement dated October 21, 2021 (the "Goldberg Amendment") amending
his existing employment agreement to reflect Mr. Goldberg's updated title and
responsibilities, which include advising the Company on strategic matters
relating to the fire safety business, and fostering relationships with key
customers, governmental agencies, industry associations and trade groups and
other constituencies important to the Company. Mr. Goldberg's compensation will
not change except with respect to his options as described below. Additionally,
Mr. Goldberg and the Company entered into an amendment to Mr. Goldberg's option
agreement with respect to the options granted to Mr. Goldberg effective November
8, 2021 to amend the performance terms and conditions of the outstanding 5-Year
Options granted thereunder so that 50% of such outstanding options eligible to
vest in each of fiscal years 2023 through 2026 will remain subject to the
existing performance terms and conditions, and the remaining 50% of such
outstanding options eligible to vest in such fiscal years based on the
achievement of certain performance goals to be established by the Compensation
Committee of the Board related to the Mr. Goldberg's position and duties as Vice
Chairman.
There are no arrangements or understandings between Mr. Goldberg and any other
persons pursuant to which Mr. Goldberg was selected as an executive officer of
the Company. There are no family relationships between Mr. Goldberg and any
director or executive officer of the Company and Mr. Goldberg does not have a
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended, nor are any such transactions currently
proposed.
The foregoing descriptions of the Khouri Employment Agreement and Goldberg
Amendment are not complete and are subject to and qualified in their entirety by
the terms of the Khouri Employment Agreement and Goldberg Amendment, copies of
which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q
for the quarter ending March 31, 2023.
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Item 8.01 Other Events
On March 9, 2023, the Company issued a press release announcing the appointment
of Mr. Khouri as the Company's Chief Executive Officer and Mr. Goldberg as the
Company's Vice Chairman. A copy of the press release is filed with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated March 9, 2023.
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