YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please vote and submit your proxy: (a) by telephone or the internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the proxy card in the postage-paid envelope provided.

    

W. Nicholas Howley			William N. Thorndike Jr.
Co-Chairman of the Board of the Directors			Co-Chairman of the Board of the Directors

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD [●], 2024.

1.To elect as directors the eight nominees as set forth in the accompanying Proxy Statement with terms expiring at the 2025 Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

2.To approve, on an advisory basis, the compensation of our named executive officers (“Say on Pay”);

3.To approve the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024, and KPMG Audit S.à r.l. as the statutory auditor of the Company for the year ending December 31, 2024;

4.To approve the Company’s annual accounts (the “Annual Accounts”) prepared in accordance with accounting principles generally accepted in Luxembourg (“Luxembourg GAAP”) for the 2023 financial year;

5.To approve the Company’s audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) (the “Consolidated Financial Statements”) for the 2023 financial year;

6.To allocate the results shown in the Annual Accounts for the 2023 financial year;

7.To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the 2023 financial year;

8.To approve the compensation of certain of the non-employee independent directors of the Company for 2023;

9.To approve and ratify a share repurchase program whereby the Company may repurchase outstanding ordinary shares of the Company within certain limits (the “Share Repurchase Program”); and

10.To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

Only shareholders of record as of the close of business on March 25, 2024, are entitled to notice of and to vote at the Annual Meeting. Our Board of Directors recommends a vote “FOR” each of the director nominees in proposal 1 and “FOR” proposals 2 through 9.

•Full year net sales decreased 11% to $322.1 million, compared to $360.5 million in the prior year.

•Fire Safety sales decreased less than 0.5% to $225.6 million, as compared to $226.6 million in the prior year.

•Specialty Products sales decreased 28% to $96.6 million, as compared to $133.9 million in the prior year.

•Full year net income was $67.5 million, or $0.41 per diluted share, a decrease of $24.3 million from $91.8 million, or $0.52 per diluted share in the prior year.

•Full year Adjusted EBITDA decreased 23% to $96.8 million, as compared to $125.4 million in the prior year.

•Fire Safety Adjusted EBITDA decreased 1% to $76.2 million, as compared to $77.4 million in the prior year.

•Specialty Products Adjusted EBITDA decreased 57% to $20.6 million, as compared to $48.0 million in the prior year.

Board of Directors

Name

Age

Independence

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

W. Nicholas Howley

72

✓

William N. Thorndike, Jr.

60

✓

Haitham Khouri(1)

43

✓*

Edward Goldberg

61

Vivek Raj(1)

40

✓

✓

✓

Tracy Britt Cool

39

✓

✓

Sean Hennessy

66

✓

✓*

✓

Robert S. Henderson

68

✓

✓

✓

✓*

Bernt Iversen II

66

✓

✓

✓*

Jorge L. Valladares III

50

✓

__________________

* Denotes the Chair of the committee.

Proposals 3 through 9 on which you are being asked to vote are customary or required for public limited liability companies (société anonyme) incorporated under Luxembourg law to present to shareholders at each annual meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. For more detailed information on these proposals, please see pages 49 through 57.

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.

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.

Qualifications. We believe Mr. Goldberg’s qualifications to serve on our Board include his extensive knowledge of the Company and his years of executive leadership at the Company.

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.

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.

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.

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.

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. Our Nominating and Corporate Governance Committee nominated Mr. Valladares at the recommendation of a non-management director.

Qualifications. We believe Mr. Khouri’s qualifications to serve on our Board include his experience as an investor in private and public companies.

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.

•director independence;

•director qualifications and responsibilities;

•board structure and meetings;

•management succession; and

•the performance evaluation of our Board.

Our Board has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. Copies of the committee charters of each of the committees setting forth the responsibilities of the committees are available on our website at www.perimeter-solutions.com. Information contained in, or accessible through, our website is not a part of, and is not incorporated into, this proxy statement. The committees will periodically review their respective charters and recommend any needed revisions to our Board. Assuming election of all of the director nominees, the following is a list of persons who will constitute the Board following the Annual Meeting, including their current committee assignments.

*Denotes the Chair of the committee.

Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the responsibilities of the Audit Committee. Pursuant to the Audit Committee Charter, the Audit Committee is responsible for, among other things:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm their independence from management;

•reviewing, with our independent registered public accounting firm, the scope and results of their audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC;

•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

•reviewing our policies on risk assessment and risk management;

•overseeing all matters relating to the security of and risks related to our information technology systems and procedures, including our cybersecurity;

•reviewing related person transactions; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Independence and Financial Expertise. The Board has reviewed the background, experience and independence of the Audit Committee members and based on this review, has determined that each member of the Audit Committee:

•meets the independence requirements of the NYSE governance listing standards;

•meets the enhanced independence standards for audit committee members required by the SEC; and

•is financially literate, knowledgeable and qualified to review financial statements.

Responsibilities. Our Compensation Committee operates pursuant to a formal charter that governs the responsibilities of the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee is responsible for, among other things:

•reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the Board, in conjunction with a majority of the independent members of the Board) the compensation of our Chief Executive Officer;

•overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;

•reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs;

•reviewing and approving all employment agreement and severance arrangements for our executive officers

•making recommendations to our Board regarding the compensation of our directors; and

•retaining and overseeing any compensation consultants.

Independence. The Board has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each member of the Compensation Committee:

•meets the independence requirements of the NYSE governance listing standards; and

•meets the enhanced independence standards for compensation committee members established by the SEC.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee who presently serve or, in the past year, have served on the Compensation Committee has interlocking relationships as defined by the SEC or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

Responsibilities. Our Nominating and Corporate Governance Committee operates pursuant to a formal charter that governs the responsibilities of the Nominating and Corporate Governance Committee. Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;

•overseeing succession planning for our Chief Executive Officer and other executive officers;

•periodically reviewing our Board’s leadership structure and recommending any proposed changes to our Board;

•overseeing an annual evaluation of the effectiveness of our Board and its committees;

•developing and recommending to our Board a set of corporate governance guidelines; and

•reviewing the Company's environmental, social and governance policies and activities.

Independence. The Board has reviewed the background, experience and independence of the Nominating and Corporate Governance Committee members and based on this review, has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE governance standards and SEC rules and regulations.

Consideration of Director Nominees. The Nominating and Corporate Governance Committee considers possible candidates for nominees for directors from many sources, including shareholders. The Nominating and Corporate Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating and Corporate Governance Committee.

Responsibilities. Our Executive Committee operates pursuant to a formal charter that governs the responsibilities of the Executive Committee. Pursuant to the Executive Committee Charter, the Executive Committee is responsible for, among other things:

•acting on behalf of the Board between Board meetings and while the Board is not in session; and

•providing oversight over and making recommendations to the Board regarding:

▪the Company’s capital allocation and capital markets activities;

▪the Company’s merger, acquisition, divestiture and similar activities;

▪the Company’s overall strategy, including top-level organizational structure and products or markets served;

▪the Company’s public guidance and communications;

▪the compensation of the Company’s Chief Executive Officer;

▪officer succession planning;

▪investor relations activities;

▪periodic business reviews; and

▪such other duties assigned by the Board.

•Enhancing our cybersecurity and data protection program through investments in monitoring capabilities, threat prevention and training.

•Fostering a global inclusive workforce through enhancing work-life balance resources to support employee needs and ongoing company-wide diversity initiatives.

•Supporting community engagement and volunteerism through ongoing philanthropic endeavors.

•Developing governance through best practices and policies meant to reflect Perimeter Solutions’ ongoing commitment to sustainable operations.

•Creating a corporate culture where health & safety are cornerstones.

The Company’s focus on environmental stewardship is integral to the work it does every day. Wildfire control products developed by the Company save tens of thousands of hectares of forest every year, helping these forests to continue to sequester carbon and reduce the amount of greenhouse gases released to the atmosphere. Our fire safety products also require dramatically less water to be effective, reducing the amount of water customers use while protecting a valuable natural resource. Internally, we have taken steps to increase recycling, made capital investments to reduce the amount of energy used in its manufacturing processes, and increased the use of e-records to reduce the Company’s carbon footprint.

We are also fully committed to providing equal employment opportunities. All recruiting, payment, performance and promotion decisions are based on merit, without discrimination on the basis of gender, sexual orientation, age, family status, ethnic origin, nationality, disability, or religious belief. Women represent approximately 20% of Perimeter Solutions’ total workforce. Members with diverse background comprise 33% of the Company’s Board.

We believe that investing in communities where we do business nationally and locally to create social and economic outcomes is at the heart of generating social impact. At the community level, Perimeter Solutions devoted approximately 500,000 hours of dedicated service to forest fire remediation. We are focused on contributing to the creation of a better world through its strategic nonprofit partnerships, volunteerism, and philanthropy.

On November 9, 2021, in connection with the consummation of the transactions contemplated by the business combination agreement, dated June 15, 2021, by and among the Company, EverArc Holdings Limited (“EverArc”), EverArc (BVI) Merger Sub Limited, and SK Invictus Holdings S.à r.l. (the “Business Combination”), the Company, EverArc and the EverArc Founders, LLC (“EverArc Founder Entity”) entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the previously disclosed advisory services agreement dated December 12, 2019 (the “Founder Advisory Agreement”) between the EverArc Founder Entity and EverArc. Pursuant to the Founder Advisory Agreement and Founder Assignment Agreement, the EverArc Founder Entity provides services to the Company, including strategic and capital allocation advice. The EverArc Founder Entity is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Haitham Khouri, Tracy Britt Cool and Vivek Raj (the “Founders”). Each of the Founders serves as a director of the Company and Haitham Khouri also serves as an executive officer of the Company.

•Variable Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2031, and once the Average Price (as defined in the Founder Advisory Agreement) per ordinary share of the Company ("Ordinary Shares") is at least $10.00 for ten consecutive trading days, the Variable Annual Advisory Amount will be equal in value to:

•in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one Ordinary Share of the Company over $10.00 (such increase in market value, the “Payment Price”) multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number; and

•in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number.

•Fixed Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2027, the Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of the 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number).

The Company paid $0.4 million to lease real property from the sellers of First Response Fire Rescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”) during the year ended December 31, 2023. Shannon Horn, who serves as our Business Director, North America Retardant and Services, was one of the sellers of Ironman and owns 49% of SLCK Commercial Properties, LLC, the landlord to the leased real property.

Our Board is responsible for overseeing our risk management process. Our Board performs its risk oversight function primarily through its standing Audit Committee, which reports to the entire Board and is comprised solely of Independent Directors. As described above in more detail under “Board Committees – Audit Committee,” the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the financial reporting process, our system of internal controls and compliance regarding finance and accounting, audits of our financial statements and our policies on risk assessment and risk management. Our Board reviews the annual report from the Audit Committee, discussing the adequacy and effectiveness of our compliance policies and procedures. Our Board also assesses any recommendations from the Audit Committee based upon its annual review of the Audit Charter for changes that may be required to further assist the Audit Committee in performing its risk oversight responsibilities.

•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 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 their directors’ duties relating to us.

(1)Represents the Black Scholes or Hull-White, as applicable, 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, Iversen and Raj on February 15, 2023 and additional performance-based stock options were granted to Messrs. Henderson, Iversen and Hennessy on September 6, 2023 as compensation for the extensive additional services Messrs. Henderson, Iversen and Hennessy provided to the Company in 2023, including in connection with executive compensation matters.

(2)The following table sets forth the aggregate number of unexercised stock options to purchase Ordinary Shares outstanding at December 31, 2023 for each of our non-employee directors:

Kyle Sable has served as Chief Financial Officer of the Company since November 2023. From May 2022 until November 2023, Mr. Sable served as Vice President, Strategy and Corporate Development for the Company. Prior to joining the Company, Mr. Sable served as a Principal for Banbury Partners from April 2014 until September 2021, an investment fund based in Charlotte, North Carolina. Mr. Sable has more than 20 years of investing and strategy experience in private and public companies across several Tiger Management-heritage investment funds, Bain Capital and Bain & Company. Mr. Sable holds a Bachelor of Business Administration with High Distinction from the University of Michigan and a Master of Business Administration with Distinction from Harvard Business School.

Noriko Yokozuka has served as General Counsel of the Company since the consummation of the Business Combination in November 2021. Ms. Yokozuka joined Perimeter Solutions in March 2018 as General Counsel. Prior to joining Perimeter Solutions, Ms. Yokozuka served as General Counsel for ICL Americas. She previously worked as in-house counsel for a healthcare venture capital firm and family office in New York. Ms. Yokozuka started her legal career with the Investment Management and Corporate groups at Skadden, Arps, Slate, Meagher & Flom. Previous to her legal career, Ms. Yokozuka was an associate at JPMorgan. Ms. Yokozuka received her law degree from the University of Virginia – School of Law and her undergraduate degree from Yale University.

Jeffrey Emery has served as President of Global Fire Safety since May 2022. Prior to joining the Company, Mr. Emery served as the Vice President and General Manager of Industrial Automation for the Americas at Norgren. Previously, Mr. Emery spent 10 years with Scott Safety, a global leader in high performance safety equipment for firefighters, military personnel and industrial workers. Following 3M’s acquisition of Scott Safety, Mr. Emery led the global business unit within 3M through a period of significant growth and business integration. Earlier in his career, Mr. Emery held commercial and general management roles within Honeywell’s Aerospace and Specialty Materials Divisions. Mr. Emery earned his BA in Psychology from Augustana (IL) College, and his MBA from University of Illinois, Urbana-Champaign.

Shannon Horn has served as Business Director, North America Retardant and Services of the Company since the consummation of the Business Combination in November 2021. Mr. Horn joined Perimeter Solutions in 2019 as Business Director and brings over 30 years of experience in the fire safety business. Since 2003, Mr. Horn owned and operated First Response Fire and Rescue, River City Fabrication and H&S Transport, which provided services and equipment support to the company’s fire safety business. Perimeter Solutions acquired these three businesses in March 2019. Mr. Horn holds accounting and business degrees from Long Beach City College and Portland State University – School of Business.

Stephen Cornwall has served as President of Specialty Products of the Company since the consummation of the Business Combination in November 2021. Mr. Cornwall joined Perimeter Solutions in December 2019 as Chief Commercial Officer and has over 27 years in the chemical industry, from Monsanto to Perimeter Solutions, in various sales and marketing management positions focused on the phosphorus and derivatives product lines. Mr. Cornwall is the former president of the Chemical Club of New England and the Racemics Group, as well as the former chairman and a board member of the Chemical Educational Foundation. He is also the 2012 recipient of the Supplier of the Year award from the National Association of Chemical Distributors. Mr. Cornwall holds a BA in Economics from Westminster College.

•Haitham Khouri – Chief Executive Officer or the "CEO"(1)

•Edward Goldberg – Vice Chairman and Former Chief Executive Officer or the "Former CEO"(2)

•Kyle Sable – Chief Financial Officer or the "CFO"(3)

•Charles Kropp – Former Chief Financial Officer or the "Former CFO"(4)

•Jeffery Emery – President, Fire Safety

•Shannon Horn – Business Director, North America Retardant and Services

•Noriko Yokozuka – General Counsel and Chief Administrative Officer

(1)Mr. Khouri assumed the position of CEO on March 8, 2023.

(2)Mr. Goldberg transitioned from CEO to Vice Chairman on March 8, 2023.

(3)Mr. Sable transitioned from Vice President, Strategy and Corporate Development to CFO on November 16, 2023.

(4)Mr. Kropp's employment ended on November 16, 2023.

Mr. Sable transitioned from Vice President, Strategy and Corporate Development to CFO on November 16, 2023 when Mr. Kropp’s employment terminated. In connection with his promotion, we entered into an Employment Agreement with Mr. Sable (the “Sable Employment Agreement”), pursuant to which Mr. Sable is entitled to an annual base salary of $330,000 and a target annual bonus equal to 50% of his annual base salary. The terms and conditions of the Sable Employment Agreement are otherwise similar to those in the employment agreements of the other executive officers. Mr. Sable also received an additional grant of 100,000 performance-based options under the Company’s 2021 Equity Plan, which shall be eligible to vest based on the same performance goals for fiscal years 2023 through 2027 as those set forth in the option agreements of other executive officers covering the same performance periods. In connection with Mr. Kropp’s departure, we entered into a Separation and Release Agreement (the “Kropp Separation Agreement”) with Mr. Kropp which is described under “Employment Agreements.”

Focus on Long-Term Performance. We emphasize long-term performance and retention of superior executive talent by limiting short-term cash compensation, such as salary and annual incentive payouts, with a focus on long-term equity awards.

Performance Expectations and Shareholder Alignment. We provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value. We establish clear financial goals focused on the overall success of the Company.

Employee Retention. We reinforce our mission to recruit and retain a highly motivated workforce to support the overall growth and performance of the Company.

The Specialty Products segment also experienced a weak demand environment in 2023 due to inventory destocking activity in the specialty chemicals supply chain. The Specialty Products segment 2023 full-year sales decreased by 28% to $96.6 million compared to $133.9 million in 2022. Full-year Adjusted EBITDA decreased by 57% to $20.6 million compared to $48.0 million in 2022. EBITDA margin was 21% compared to 36% for 2022. See Annex A for a reconciliation of non-GAAP financial measures to our results reported under GAAP.

•Introduction of Solberg 3% Mil-Spec Synthetic Fluorine-Free Foam (SFFF), the first fluorine-free firefighting foam concentrate to be added to the Department of Defense Qualified Products List (QPL).

•Fire suppressant sales increased $15.2 million in the Americas, $4.4 million in Europe and $0.7 million in Asia Pacific due to growth in sales of new fluorine free foam concentrates, a strong performance in emergency response business and expansion into new geographies and markets.

•Canada experienced a historic fire season in 2023. Our Canadian Fire Safety operations accounted for 14% of the Company’s annual revenues, compared with 5% in 2022.

•established on November 1, 2021 a compensation committee in accordance with article 441-6 of the Luxembourg law of August 10, 1915 on commercial companies as amended; and

•adopted a written Compensation Committee Charter that governs the responsibilities of the Compensation Committee.

The Role of the Compensation Consultant

Target Opportunity. For 2023, 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.

The Company adjusted its compensation program in 2023 to better align its financial incentives to consolidated or platform level performance. Each NEO’s incentive opportunity was adjusted from 60% annual Adjusted EBITDA performance of the entire Company and 40% NEOs individual achievement targets, to 75% Adjusted EBITDA performance of consolidated or platform level performance and 25% NEOs individual achievement targets. By adjusting the weighting more to Adjusted EBITDA targets, achievement of financial performance was further emphasized, and by attaching financial targets to consolidated or platform level performance, each NEO’s performance became more closely aligned to his or her areas of responsibilities.

2023 Performance and Payout. For 2023, when considering Adjusted EBITDA targets for the consolidated business or platform, the Compensation Committee considered many factors, including (i) the implementation of our key operational value drivers of (A) profitable new business, (B) productivity, (C) pricing our products to the value they provide, (ii) fluctuations in the severity of the North American fire season, and (iii) any other materially impactful external factors.

•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 ordinary shares 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.”

•growth in EBITDA,

•management of capital structure;

•cash generation;

•acquisition performance, including the acquisition price paid; and

•the impact of option dilution on common shares outstanding.

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.

The as-amended option agreements also added an equity sweep provision whereby if the market price of the Company’s ordinary shares 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.

Pursuant to the Goldberg Amendment, 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.

•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.

•The company match formula under the 401(k) safe harbor plan is 100% of the first 3% and 50% of the next 2%, which is vested when contributed.

•The employer discretionary amount for non-safe harbor employer contribution is 3% of eligible compensation, which has an initial 3-year cliff vesting schedule.

Prohibition on Hedging, Pledging and Short Sales. No director, officer or employee is permitted to pledge our shares or engage in short sales or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our shares. We allow for certain portfolio diversification transactions, such as investments in exchange funds. All of the directors and executive officers are in compliance with this policy.

Share Retention Guidelines. The majority of our executive officers, including our Chief Executive Officer and other NEOs are required to hold a minimum level of personal investment of $2.2 million (for Chief Executive Officer and Vice Chairman), $1.5 million (Business Director, North America Retardant & Services), $1.2 million (for President of Fire Safety), $600,000 (Chief Financial Officer), $400,000 (President of Specialty Products), and $450,000 (General Counsel and Chief Administrative Officer), respectively, in our shares pursuant to share retention guidelines attached to their respective award agreement. The aggregate value may include the fair market value of shares associated with underlying options over the exercise price, but half of the value must be attributable to our shares held by each officer.

Clawback Policy. In 2023, the Board of Directors adopted a clawback policy for the Company’s executive officers (the “Executive Officer Clawback Policy”) that authorized the Company to recover incentive-based compensation previously paid to its Section 16 officers and any other senior executives as determined by the Compensation Committee. The policy provides that, in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Board or, if so designated by the Board, the Compensation Committee of the Board, is authorized to take action to recoup all or part of any incentive-based compensation received by a Section 16 officer of the Company. For purposes of this policy, incentive-based compensation means any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure, which may include stock price, total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return, and AOP criteria.

Summary Compensation Table

(1)For the year ended 2023, amounts represent the annual bonuses paid to our NEOs. For the year ended December 31, 2022, amounts represent bonuses paid in connection with the consummation of the Business Combination.

(2)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.

(3)Represents the annual bonus 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.

(4)For the year ended December 31, 2023, amounts reported were the following: (i) for Mr. Khouri, $23,100 in 401(k) plan contributions; $21,079 in Company-paid medical, dental, life and disability insurance premiums; and $1,728 in group term life insurance benefits; (ii) for Mr. Goldberg, $23,100 in 401(k) plan contributions; $25,120 in Company-paid medical, dental, life and disability insurance premiums; and $1,728 in group term life insurance benefits; (iii) for Mr. Sable, $23,100 in 401(k) plan contributions; $25,120 in Company-paid medical, dental, life and disability insurance premiums; and $1,682 in group term life insurance benefits; (iv) for Mr. Kropp, $23,100 in 401(k) plan contributions; $23,027 in Company-paid medical, dental, life and disability insurance premiums; $1,539 in group term life insurance benefits; and $41,249 in severance payments actually paid in 2023 in connection with his departure on November 16, 2023; (v) for Mr. Emery, $23,100 in 401(k) plan contributions; $20,295 in Company-paid medical, dental, life and disability insurance premiums; and $1,728 in group term life insurance benefits; (vi) for Mr. Horn $23,100 in 401(k) plan contributions; $16,392 in Company-paid medical, dental, life and disability insurance premiums; and $1,728 in group term life insurance benefits; and (vii) for Ms. Yokozuka, $19,343 in 401(k) plan contributions; $1,263 in Company-paid medical, dental, life and disability insurance premiums; and $1,572 in group term life insurance benefits.

(5)Mr. Khouri was named CEO effective March 8, 2023.

(6)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.

(7)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.

(1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2023 performance. None of our NEOs were granted plan-based awards in 2023 except in the cases of the equity awards of Messrs. Khouri and Sable, which were granted on March 8, 2023 and November 16, 2023 in connection with their appointments as CEO and CFO, respectively. 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 20 to 30, 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.

(1)In 2023, none of our NEOs were granted stock options other than Messrs. Khouri and Sable in connection with their new roles as CEO and CFO, respectively.

(2)The stock options awarded pursuant to each stock option granted vests and become exercisable in five equal annual installments upon the achievement of certain performance criteria for the applicable fiscal year ended and remaining in continuous service through each applicable vesting date.

Employment Agreements

Under his employment agreement, Mr. Emery is entitled to severance payment upon a termination without “Cause” and resignation for “Good Reason”, or termination due to death or “Disability” (as such terms are defined in his employment agreement). In each case, Mr. Emery will be entitled to a severance amount equal to: (i) 1.25

times his annual base salary; (ii) 1.0 times his target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in his employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Mr. Emery for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 18-month period following the date of termination, subject to Mr. Emery executing a release of claims.

Under her employment agreement, Ms. Yokozuka is entitled to severance payment upon a termination without “Cause” and resignation for “Good Reason”, or termination due to death or “Disability” (as such terms are defined in her employment agreement). In each case, Ms. Yokozuka will be entitled to a severance amount equal to: (i) 1.25 times her annual base salary; (ii) 1.0 times her target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in her employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Ms. Yokozuka for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Ms. Yokozuka executing a release of claims.

Under his employment agreement, Mr. Horn is entitled to severance payment upon a termination without “Cause” and resignation for “Good Reason”, or termination due to death or “Disability” (as such terms are defined in his employment agreement). In each case, Mr. Horn will be entitled to a severance amount equal to: (i) 1.25 times his annual base salary; (ii) 1.0 times his target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in his employment agreement) as of the date of termination; less (b) the monthly cost that is being charged to Mr. Horn for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to Mr. Horn executing a release of claims.

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, 2023. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

(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 is 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)Reflects the Cash Severance and Insurance Benefits actually paid in 2023 in connection with Mr. Kropp’s departure on November 16, 2023.

Pay Versus Performance

(1)The dollar amounts reported are the amounts of total compensation reported for 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. Goldberg, 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. Goldberg during the applicable year. The adjustments below were made to Mr. Goldberg’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.

(3)The dollar amounts reported are the amounts of total compensation reported for Mr. Khouri for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation — Summary Compensation Table.”

(4)The dollar amounts reported represent the amount of CAP to Mr. Khouri, 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 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.

(5)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) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Kyle Sable, Charles Kropp, Jeffery Emery, Shannon Horn, and Noriko Yokozuka; (ii) for 2022, Charles Kropp, Barry Lederman, Noriko Yokozuka, Shannon Horn, and Ernest Kremling; and (iii) for 2021, Barry Lederman, Noriko Yokozuka, Shannon Horn, and Ernest Kremling.

(6)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.