PRM Perimeter Solutions Sa

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

☒

No fee required

☐

Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Perimeter Solutions, SA, a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company,” “Perimeter,” “our,” “we” or “us”) will be held at the registered office of the Company on June 22, 2023, at 2:00 p.m., local time, or at any adjournment(s) or postponement(s) thereof. Only holders of the Company’s ordinary shares (“Ordinary Shares”) as of the close of business on April 24, 2023 (the “Record Date”) are entitled to notice and to vote at the Annual Meeting.

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions that are submitted in writing during the meeting by our shareholders and are pertinent to the business of the meeting, as time permits.

Attendance at the Annual Meeting will be limited to shareholders of record, those holding proxies from shareholders and representatives of the Company. For more information about how to attend the Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the accompanying Proxy Statement.

1.To elect as directors the seven nominees as set forth in the accompanying Proxy Statement with terms expiring at the 2024 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, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers (“Say on Frequency”);

4.To approve the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and BDO Audit SA as the statutory auditor of the Company for the year ending December 31, 2023;

5.To approve the Company’s annual accounts (the “Annual Accounts”) prepared in accordance with accounting principles generally accepted in Luxembourg (“Luxembourg GAAP”) for the 2022 financial year;

6.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 2022 financial year;

7.To allocate the results shown in the Annual Accounts for the 2022 financial year;

8.To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the 2022 financial year;

9.To approve the compensation of certain of the non-employee independent directors of the Company for 2022; and

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

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 on or about May 1, 2023.

Only shareholders of record as of the close of business on April 24, 2023, 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, “FOR” proposals 2, “No recommendation” proposal 3 and “FOR” proposals 4 through 9.

			By Order of the Board of Directors,
May 1, 2023			Noriko Yokozuka General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2023.

The Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 are available free of charge, upon written request. Requests should be made in writing to Noriko Yokozuka, General Counsel and Secretary of the Company, at the registered office of Perimeter Solutions, SA, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg or at the offices of Perimeter Solutions, SA, 8000 Maryland Ave. Suite 350, Clayton, Missouri 63105. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are also available, without charge, through the Investor Relations — SEC Filings link on the Company’s website, www.perimeter-solutions.com, as soon as reasonably practical after filing. The Company’s website and the information contained therein or connected thereto are not incorporated into this notice.

We have elected to use the “Notice and Access” method of providing our proxy materials over the internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about May 1, 2023.

PROXY SUMMARY			1
Annual Meeting			1
Voting Matters and Board Recommendations			1
2022 Financial Highlights			1
Board and Governance Highlights			2
Certain Proposals Mandated by Luxembourg Law			3
PROPOSAL 1 - ELECTION OF DIRECTORS			4
Shareholder Vote Requirement			4
Recommendation of the Board			4
Director Nominees			4
Directors Appointed Until 2027 Annual Meeting of Shareholders			6
CORPORATE GOVERNANCE			8
Corporate Governance Guidelines			8
Meetings			8
Board Leadership Structure			8
Director Independence			8
Board Committees			8
Audit Committee			9
Compensation Committee			10
Nominating and Corporate Governance Committee			11
Code of Business Conduct and Ethics			12
Certain Relationships and Related Party Transactions			12
Board Role in Risk Management			14
Communication with the Board			14
DIRECTOR COMPENSATION			15
EXECUTIVE OFFICERS			17
COMPENSATION DISCUSSION & ANALYSIS			18
Introduction			18
Compensation Philosophy and Objectives			19
Compensation Governance Practices			20
Executive Compensation Setting Process			20
COMPENSATION COMMITTEE REPORT			27
EXECUTIVE COMPENSATION			28
Summary Compensation Table			28
Grants of Plan-based Awards			29
Outstanding Equity Awards at 2022 Fiscal Year End			29
Employment Agreements			30

Option Exercises and Stock Vested During 2022			33
Potential Payments Upon Termination or Change in Control			33
CEO Pay Ratio			35
Pay Versus Performance			35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43
PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			45
Shareholder Vote Requirement			45
Proposal			45
Non-Binding Vote			45
Recommendation of the Board			45
PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			46
Shareholder Vote Requirement			46
Proposal			46
Recommendation of the Board			46
PROPOSAL 4 — APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND STATUTORY AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2023			47
Independent Registered Public Accounting Firm Fees			47
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services			47
Shareholder Vote Requirement			47
Recommendation of the Board			47
PROPOSAL 5 — APPROVAL OF THE ANNUAL ACCOUNTS FOR THE 2022 FINANCIAL YEAR			48
Shareholder Vote Requirement			48
Recommendation of the Board			48
PROPOSAL 6 — APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2022 FINANCIAL YEAR			49
Shareholder Vote Requirement			49
Recommendation of the Board			49
PROPOSAL 7 — ALLOCATION OF THE RESULTS OF THE ANNUAL ACCOUNTS FOR THE 2022 FINANCIAL YEAR			50
Shareholder Vote Requirement			50
Recommendation of the Board			50
PROPOSAL 8 — DISCHARGE OF LIABILITY TO CURRENT DIRECTORS OF THE COMPANY FOR THE EXERCISE OF THEIR MANDATES AS DIRECTORS OF THE COMPANY IN RELATION TO THE 2022 FINANCIAL YEAR			51
Shareholder Vote Requirement			51
Recommendation of the Board			51
PROPOSAL 9 — APPROVAL OF THE COMPENSATION OF CERTAIN OF THE NON-EMPLOYEE INDEPENDENT DIRECTORS OF THE COMPANY FOR 2022			52
Shareholder Vote Requirement			52
Recommendation of the Board			52

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			53
OTHER MATTERS			58
Additional Meeting Matters			58
Shareholder Proposals for the 2024 Annual Meeting of Shareholders			58
Householding of Annual Meeting Materials			58
Shareholder Communications			58
Miscellaneous			59

Date:			June 22, 2023
Time:			2:00 p.m., local time
Place:			Registered office of Perimeter Solutions, SA, 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg
Record Date:			April 24, 2023

Matter

Board Recommendation

Page

No. 1

Election of Directors

FOR each Director Nominee

4

No. 2

Say on Pay

FOR

45

No. 3

Say on Frequency

No recommendation

46

No. 4

Appointment of BDO USA, LLP as Independent Auditor and BDO Audit SA as Statutory Auditor

FOR

47

No. 5

Approval of Annual Accounts

FOR

48

No. 6

Approval of Consolidated Financial Statements

FOR

49

No. 7

Allocation of results shown in Annual Accounts

FOR

50

No. 8

Discharge of the directors

FOR

51

No. 9

Approval of compensation to certain non-employee independent directors

FOR

52

A summary of the 2022 financial highlights of the Company are as follows:

•Full year net income was $91.8 million, or $0.52 per diluted share, an increase of $753.3 million from a net loss of $661.5 million, or $(9.70) per diluted share in the prior year.

•Specialty Products Adjusted EBITDA increased 104% to $48.0 million, as compared to $23.6 million in the prior year.

•Repurchased approximately 6.4 million ordinary shares in 2022 at an average price of $7.65.

•Net sales decreased 1% year-over-year in 2022, due primarily to the mild North America fire season, and strong growth in Specialty Products.

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.

Board of Directors

Name

Age

Independence

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

W. Nicholas Howley

71

✓

William N. Thorndike, Jr.

59

✓

Haitham Khouri(1)

42

✓*

Edward Goldberg

60

Vivek Raj(1)

39

✓

✓

✓

Tracy Britt Cool

38

✓

✓

Sean Hennessy

65

✓

✓*

✓

Robert S. Henderson

66

✓

✓

✓

✓*

Bernt Iversen II

65

✓

✓

✓*

* Denotes the Chair of the committee.

On March 8, 2023, Haitham Khouri was appointed to serve as the Chief Executive Officer of the Company. Mr. Khouri succeeded Edward Goldberg, who transitioned to the role of Vice Chairman of the Company. Mr. Khouri has served as a member of the Company’s Board since June 2021, as Chairman of the Executive Committee of the Board since November 2021 and served as Vice Chairman of the Company from December 2021 prior to his appointment as Chief Executive Officer.

Independence and Qualification of Committee Members			The Audit, Compensation and Nominating and Corporate Governance Committees of the Board are comprised of all Independent Directors. All directors on committees meet the applicable qualification requirements of the SEC and NYSE.
Leadership Structure			The offices of the Chief Executive Officer and Co-Chairmen of the Board are separated.
Risk Oversight			The Board is responsible for the oversight of risk, including overseeing the assessment of risk and the appropriate balance of risk mitigation and the appropriate taking of risk. These risk assessment and balancing tasks are also the responsibility of the Board’s committees and the Company’s management team.

Open Communication			We encourage communication and solid working relationships among our Co-Chairmen of the Board, Directors, and the Chief Executive Officer. Our directors have access to the management team and employees.
Share Retention Guidelines			The majority of our executive officers, including our Chief Executive Officer, Vice Chairman, Business Director, North America Retardant & Services, President, Specialty Products and General Counsel and Chief Administrative Officer are required to hold a minimum level of personal investment in the Company pursuant to share retention guidelines attached to each of their option agreements.
Board and Committee Evaluations			We engage in an annual review of both our Board and its Committees, led by the Chair of the Nominating and Corporate Governance Committee.
Committee Reports			Our committees report their activities to our Board at each Board meeting to ensure oversight and accountability.
Shareholder Voice			Shareholders and other interested parties can contact our Directors individually or as a group through written communication. Directors are elected by a majority of the votes cast.

Proposals 4 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 47 through 52.

Luxembourg law and our articles of association (“Articles”) permit our shareholders to fix the size of the Board. At the date of this Proxy Statement, our Board is comprised of nine directors, seven of whom are non-employee directors and five of whom are independent.

W. NICHOLAS HOWLEY			Director since 2021 Age 71

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.

WILLIAM N. THORNDIKE, JR.			Director since 2021 Age 59

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.

EDWARD GOLDBERG			Director since 2021 Age 60

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

TRACY BRITT COOL			Director since 2021 Age 38

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.

SEAN HENNESSY			Director since 2021 Age 65

Mr. Hennessy has served as a member of our Board since November 2021. Mr. Hennessy is the retired Senior Vice President, Corporate Planning, Development & Administration of The Sherwin Williams Company, a manufacturer and distributor of coatings and related products, serving in that role from January 2017 to March 2018 in connection with the company’s integration of its Valspar acquisition. Prior to that Mr. Hennessy served as Chief Financial Officer of The Sherwin Williams Company from 2001 to 2016. He is a certified public accountant. Mr. Hennessy also serves on the board of directors of TransDigm. Mr. Hennessy holds a Bachelor’s degree from the University of Akron.

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.

ROBERT S. HENDERSON			Director since 2021 Age 66

Mr. Henderson has served as a member of our Board since November 2021. Mr. Henderson served as the Vice Chairman at TransDigm from 2017 to 2021. He also served as the COO of TransDigm’s Airframe Segment from 2014 to 2016 and as Executive Vice President from 2005 to 2014. From 1999 to 2008 he also served as President of AdelWiggins Group, a division of TransDigm. Mr. Henderson has significant experience integrating acquisitions and leading multiple operating units concurrently. Mr. Henderson holds a Bachelor’s degree in Mathematics from Brown University.

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.

BERNT IVERSEN II			Director since 2022 Age 65

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.

HAITHAM KHOURI			Director since 2021 Age 42

VIVEK RAJ			Director since 2021 Age 39

Our Board is responsible for overseeing the management of our Company. Our Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which set forth our governance principles and policies relating to, among other things:

•director independence;

•director qualifications and responsibilities;

•board structure and meetings;

•management succession; and

•the performance evaluation of our Board.

Our Governance Guidelines are available in the Investor Relations section of our website at www.perimeter-solutions.com.

During 2022, the Board held seven meetings and adopted various resolutions by means of unanimous written consent. Each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board during the period for which he or she was a director and (ii) the total number of meetings of all Committees on which he or she served during the period for which he or she was a director.

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chief Executive Officer and Chairman of the Board and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. Although the Board recognizes the benefits of having a combined Chairman and Chief Executive Officer, currently, we separate the positions of our Chief Executive Officer and Co-Chairmen of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company, while the Co-Chairmen of the Board provide strategic guidance to the Chief Executive Officer and set the agenda for and preside over the Board meetings. In addition, we believe that the current separation provides a more effective monitoring and objective evaluation of the Chief Executive Officer’s performance. The separation also allows the Co-Chairmen of the Board to strengthen the Board’s independent oversight of our performance and governance standards.

Our Board reviews the independence of the current and potential members of the Board in accordance with independence requirements set forth in the NYSE rules and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During its review, the Board considers transactions and relationships between each director and potential director, as well as any member of his or her immediate family, and the Company and its affiliates, including those related-party transactions contemplated by Item 404(a) of Regulation S-K under the Exchange Act. The Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, that, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. The purpose of this review is to determine whether any such relationships or transactions exist that are inconsistent with a determination that the director is independent. Our Board has determined that all nominees except Messrs. Goldberg, Howley, Khouri and Thorndike are “independent” as such term is defined by NYSE rules, our corporate governance standards and the federal securities laws.

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. 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.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

Tracy Britt Cool

✓

Edward Goldberg

Robert S. Henderson

✓

✓

✓*

Sean Hennessy

✓*

✓

W. Nicholas Howley

✓

Bernt Iversen II

✓

✓*

Haitham Khouri

✓*

Vivek Raj

✓

✓

William N. Thorndike, Jr.

✓

*Denotes the Chair of the committee.

•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;

•reviewing related person transactions; and

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

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Pursuant to the Audit Committee Charter, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent accountant.

•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.

•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.

•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; and

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

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.

•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.

•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 leases real property from the sellers of First Response Fire Rescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”). Shannon Horn, who serves as our Business Director, North America Retardant and Services, was one of the sellers of Ironman. During the year ended December 31, 2022, the Company paid $0.4 million to the sellers of Ironman.

•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 vests 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.

Name						Fees Earned or Paid in Cash ($)						Stock Awards ($)(1)(2)						Total ($)
Tracy Britt Cool						75,000						190,050						265,050
Robert S. Henderson						80,000						190,050						270,050
Sean Hennessy						90,000						190,050						280,050
Vivek Raj						75,000						190,050						265,050
Bernt Iversen II						80,000						136,502						216,502

______________

(1)Represents the Black Scholes 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 and Raj on January 28, 2022 and to Mr. Iversen on May 3, 2022. Mr. Iversen's stock award represents a prorated amount in connection with his service on the Board which began on April 8, 2022.

Name						Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2022
Tracy Britt Cool						43,750
Robert S. Henderson						43,750
Sean Hennessy						43,750
Vivek Raj						43,750
Bernt Iversen II						29,167

Name

Age

Title

Haitham Khouri

42

Chief Executive Officer and Director

Charles Kropp

50

Chief Financial Officer

Noriko Yokozuka

46

General Counsel and Chief Administrative Officer

Stephen Cornwall

59

President of Specialty Products

Jeffrey Emery

48

President of Global Fire Safety

Charles Kropp has served as Chief Financial Officer of the Company since May 2022. Prior, Mr. Kropp served as Global Controller for the Company since November 2021. Prior to joining the Company, Mr. Kropp served as Global Controller to the Company’s predecessor companies, and has served as Vice President Corporate Controller at Aclara Technologies, a smart utility solutions company and as Corporate Controller at Watlow, a company that designs and manufactures industrial electric heaters, sensors and controllers. Mr. Kropp earned his MBA with a concentration in Management Information Systems from Northern Illinois University and his Bachelor of Science degree in Accounting from Rockford University. Chuck is also a CPA (inactive) in Illinois.

Noriko Yokozuka has served as General Counsel of the Company since the consummation of the Business Combination in November 2021. Ms. Yokozuka joined SK Invictus in March 2018 as General Counsel. Prior to joining SK Invictus, 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.

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 SK Invictus in December 2019 as Chief Commercial Officer and has over 27 years in the chemical industry, from Monsanto to SK Invictus, in various sales and marketing management positions focused on the phosphorus and derivatives product lines. Mr. Cornwall is the past president of the Chemical Club of New England and the Racemics Group, as well as the past 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.

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. Prior to that, he 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. He earned his BA in Psychology from Augustana (IL) College, and his MBA from University of Illinois, Urbana-Champaign.

•Edward Goldberg – Former Chief Executive Officer or the "CEO"(1);

•Charles Kropp – Chief Financial Officer or the "CFO"(2);

•Ernest Kremling II – Former Chief Operating Officer or the "COO"(3);

•Noriko Yokozuka – General Counsel and Chief Administrative Officer;

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

•Barry Lederman – Former Chief Financial Officer(4).

(1)Mr. Goldberg transitioned from CEO to Vice Chairman on March 8, 2023. He served as CEO for all of 2022.

(2)Mr. Kropp transitioned from Global Controller to Chief Financial Officer on May 6, 2022.

(3)Mr. Kremling’s employment ended on January 13, 2023.

(4)Mr. Lederman’s employment ended on May 6, 2022.

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

•Our management team executed on a business realignment, whereby our business segments were segregated into seven business units – two within our Specialty Products business and five within our Fire Safety business. The business unit structure ensures that we drive decentralized execution while maintaining geography and product specific focus and granularity, and ultimately continue improvement in our three operational value drivers.

•Our management team was able to successfully pass on significant raw material inflation through contractual mechanisms that are in place for a majority of our Fire Safety business, which protected our EBITDA through an inflationary 2022.

•We were able to continue to innovate on new products and introduce them rapidly to the market. We introduced several novel fluorine free products, with full regulatory approval and complementary systems and also executed on strong pricing actions. Fire Suppressants sales increased by 14% in the fourth quarter as a result.

•Specialty Products had a solid 2022, with Adjusted EBITDA doubling year-over-year due to the implementation of operational value drivers.

What We Do						What We Don't Do
Equity compensation is based on performance-based options.						Our option program is driven by specific performance criteria. We do not issue time-vested options or any other types of time-vested equity awards.
Regular review of compensation, especially incentive compensation to ensure, continued alignment with our strategy.						We do not provide any post-employment retirement or pension benefits to our executive officers that are not available to our employees generally.
Compensation Committee consisting entirely of independent directors.						We do not provide tax gross-ups for payments or benefits paid in connection with a change in control.
The Compensation Committee directly retains an independent compensation consultant.						We do not permit short sales, hedging, or pledging of share ownership positions involving derivatives of our Ordinary Shares.

•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

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Component

Fixed or Variable

Component Goal(s)

Key Features and Considerations

Base Salary

Fixed

Employee Retention

Salary paid in cash. Stable source of income and standard for executive compensation plans. Provides compensation for day-to-day contributions.

We support equitable pay practices and consider benchmarks based on geography, industry, and other relevant factors.

Annual Cash Incentive Compensation

Variable

Employee Retention

Cash incentive earned and awarded annually.

Performance Expectations

Creates a variable incentive opportunity as a portion of the executive compensation package.

Reinforces and rewards executives for delivering key business goals which are short term in nature.

Pays only when minimum performance criteria are met and pays above market when target performance criteria are exceeded.

Split between quantitative metric and individual performance assessment to ensure alignment with shareholders while rewarding executive for key individual contributions.

Quantitative metric based on EBITDA targets.

Equity Compensation

Variable

Performance Expectations and Shareholder Alignment

Long term equity based incentives awarded periodically in the form of performance based options.

Focus on long-term performance

Create a compensation opportunity aligned with the interests of shareholders.

Provides incentive to achieve sustained performance and growth over a longer term.

Rewards executives for delivering shareholder return.

Target Opportunity. For 2022, 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.

Named Executive Officer						Target Annual Incentive as a Percentage of Salary						Adjusted EBITDA Component						Individual Performance Component
Edward Goldberg						100%						60%						40%
Charles Kropp						50%						60%						40%
Barry Lederman						50%						60%						40%
Ernest Kremling II						40%						60%						40%
Noriko Yokozuka						40%						60%						40%
Shannon Horn						40%						60%						40%

2022 Performance and Payout. For 2022, when considering Adjusted EBITDA targets, the Compensation Committee considered many factors, including (i) the implementation of our key operational value drivers of (A) profitable new business, (B) productivity, and (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, for example uncertainty caused by the COVID-19 pandemic or the conflict in Ukraine.

						Threshold						Target						Maximum						Fiscal Year 2022 Results
Adjusted EBITDA						$359,280						$718,560						$1,437,120						$574,848

Named Executive Officer						Threshold						Target						Maximum						Actual						Payout
Edward Goldberg						30%						60%						120%						43%						48%
Charles Kropp						15%						30%						60%						21%						24%
Barry Lederman						15%						30%						60%						21%						24%
Ernest Kremling II						12%						24%						48%						17%						19%
Noriko Yokozuka						12%						24%						48%						17%						19%
Shannon Horn						12%						24%						48%						17%						19%

Named Executive Officer						Threshold						Target						Maximum						Payout
Edward Goldberg						20%						40%						80%						40%
Charles Kropp						10%						20%						40%						20%
Barry Lederman						10%						20%						40%						20%
Ernest Kremling II						8%						16%						32%						13%
Noriko Yokozuka						8%						16%						32%						16%
Shannon Horn						8%						16%						32%						20%

						2022 Annual Cash Incentive Awards
Named Executive Officer						Threshold						Target						Maximum						Payout
Edward Goldberg						$292,500						$585,000						$1,170,000						$514,800
Charles Kropp						$75,000						$150,000						$300,000						$132,000
Barry Lederman						$96,250						$192,500						$385,000						$192,500
Ernest Kremling II						$59,000						$118,000						$236,000						$94,400
Noriko Yokozuka						$61,000						$122,000						$244,000						$107,400
Shannon Horn						$51,300						$102,600						$205,200						$100,548

•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.

•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 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.

Clawback Policy. We have not adopted formal guidelines for recovery of erroneously awarded compensation but intend to do so in compliance with the NYSE rules. We are currently evaluating the final clawback rules adopted by the SEC to implement Section 954 of the Dodd-Frank Act and the related NYSE listing standards and will ensure we have a compliant clawback policy before such policy is required to be adopted.

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2022, 2021 and 2020.

Name and Principal Position			Year			Salary ($)			Bonus(1) ($)			Option Awards(2) ($)			Non-Equity Incentive Plan Compensation (3) ($)			Nonqualified Deferred Compensation Earnings ($)			All Other Compensation(4) ($)			Total ($)
Edward Goldberg, Former Chief Executive Officer			2022			582,500			651,034			—			514,800			—			47,764			1,796,098
			2021			383,750			—			18,990,125			285,000			—			48,483			19,707,358
			2020			342,692			—			—			313,500			—			48,263			704,455
Charles Kropp,(5) Chief Financial Officer			2022			275,348			—			1,920,000			132,000			—			47,652			2,375,000
Ernest Kremling II(6), Former Chief Operating Officer			2022			292,500			614,032			—			94,400			—			47,662			1,048,594
			2021			274,039			50,000			7,972,504(7)			160,000			—			56,662			8,513,205
Noriko Yokozuka, General Counsel and Chief Administrative Officer			2022			303,750			137,698			—			107,400			—			24,291			573,139
Shannon Horn, Business Director, North America Retardant and Services			2022			254,295			1,060,754			—			100,548			—			47,756			1,463,353
Barry Lederman, Former Chief Financial Officer			2022			149,674			992,686			—			192,500			—			257,789			1,592,649
			2021			317,760			—			6,330,044			250,000			—			46,543			6,944,347
			2020			311,538			100,000			467,933			285,000			—			44,700			1,209,171

(7)Represents the aggregate grant date fair value, of (i) 1,000,000 5-Year Options, (ii) 29,167 Bridge Options and (iii) 15,660 Incentive Units granted to Mr. Kremling. The grant date fair value of the Incentive Units was based on a Black-Scholes valuation methodology using the following assumptions: estimated volatility ranging from 100.0% to 150.7% (depending on the performance-vesting criteria applicable to the Incentive Units), risk-free interest rate of 0.1%, 0% expected dividend yield and a 0.8 year term.

												Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)																		Estimated Future Payouts Under Equity Incentive Plan Awards																		All Other Option Awards: Number of Securities Underlying Options (#)						Exercise or Base Price of Option Awards ($)						Fair Value of Option Awards on the Date Granted ($)
Name						Grant Date						Threshold ($)						Target ($)(2)						Maximum ($)						Threshold (#)						Target (#)						Maximum (#)
Edward Goldberg						3/7/2022						292,500						585,000						1,170,000						—						—						—						—						—						—
Charles Kropp						3/7/2022						75,000						150,000						300,000						—						—						—						—						—						—
						5/6/2022						—						—						—						—						—						—						500,000						8.36						1,920,000
Ernest Kremling II						3/7/2022						96,250						192,500						385,000						—						—						—						—						—						—
Noriko Yokozuka						3/7/2022						61,000						122,000						244,000						—						—						—						—						—						—
Shannon Horn						3/7/2022						51,300						102,600						205,200						—						—						—						—						—						—
Barry Lederman						3/7/2022						96,250						192,500						385,000						—						—						—						—						—						—

(2)As described in the Compensation Discussion and Analysis section on page #, each performance metric in the annual incentive compensation program has a threshold, target and maximum level, entitling the officer to 50%, 100%, 200% 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.

Name			Option Awards
			Grant Date(1)			Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable(2)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)			Option Expiration Date
Edward Goldberg			—			—			—			—			—			—
			11/8/2021			87,500			3,000,000			3,000,000			$10.00			11/8/2031
Charles Kropp			5/6/2022			—			500,000			500,000			$8.36			5/6/2032
			11/8/2021			2,917			100,000			100,000			$10.00			11/8/2031
Ernest Kremling II			11/8/2021			29,167			1,000,000			1,000,000			$10.00			11/8/2031
Noriko Yokozuka			—			—			—			—			—			—
			11/8/2021			17,500			600,000			600,000			$10.00			11/8/2031
Shannon Horn			—			—			—			—			—			—
			11/8/2021			24,792			850,000			850,000			$10.00			11/8/2031
Barry Lederman			11/8/2021			29,167			200,000			200,000			$10.00			5/6/2025

(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.

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, 2022. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

Name									Termination without Cause or for Good Reason not in connection with a Change in Control ($)						Death or Disability ($)						Termination without Cause or for Good Reason in connection with a Change in Control ($)						Change in Control ($)
Edward Goldberg
			Cash Severance(1)						1,305,000						1,305,000						1,305,000						1,305,000
			Insurance Benefits(3)						37,905						37,905						37,905						37,905
			Total						1,342,905						1,342,905						1,342,905						1,342,905
Charles Kropp
			Cash Severance(1)						519,231						519,231						519,231						519,231
			Intrinsic Value of Equity(2)						390,000						390,000						390,000						390,000
			Insurance Benefits(3)						37,905						37,905						37,905						37,905
			Total						947,136						947,136						947,136						947,136
Barry Lederman
			Cash Severance(1)						673,750						673,750						673,750						673,750
			Insurance Benefits(3)						36,570						36,570						36,570						36,570
			Total						710,320						710,320						710,320						710,320
Ernest Kremling II
			Cash Severance(1)						378,150						378,150						378,150						378,150
			Insurance Benefits(3)						38,656						38,656						38,656						38,656
			Total						416,806						416,806						416,806						416,806
Noriko Yokozuka(4)
			Cash Severance(1)						497,385						497,385						497,385						497,385
			Total						497,385						497,385						497,385						497,385
Shannon Horn
			Cash Severance(1)						418,292						418,292						418,292						418,292
			Total						418,292						418,292						418,292						418,292

Possible Acceleration of Vesting Upon a Change of Control

Termination Date						Percent of Remaining Options That May Continue to Vest(1)
Prior to January 1, 2022						—%
On or after January 1, 2022 but prior to January 1, 2023						20%
On or after January 1, 2023 but prior to January 1, 2024						40%
On or after January 1, 2024 but prior to January 1, 2025						60%
On or after January 1, 2025 but prior to January 1, 2026						80%
On or after January 1, 2026						100%

(1)The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule and will remain subject to the vesting conditions of the award agreement.

Year			Summary compensation table total for PEO ($)(1)			Compensation actually paid to PEO ($)(2)			Average summary compensation table total for non-PEO NEOs ($)(3)			Average compensation actually paid to non-PEO NEOs ($)(4)			Value of initial fixed $100 investment based on:						Net income (loss)  ($ millions)(7)			Company selected measure Adjusted EBITDA ($ millions)(8)
															TSR ($)(5)			Line of Business Index ($)(6)
2022			1,796,098			(7,811,044)			1,410,613			(4,958,666)			76.17			91.30			91.8			125.4
2021			19,707,358			22,167,685			7,728,776			8,195,588			115.75			97.22			(661.5)			141.4

Year			Summary compensation table total for PEO ($)			Less			Reported Value of Equity Awards ($)(a)			Plus			Equity Awards Adjustment ($)(b)			Equals			CAP for PEO ($)
2022			1,796,098			-			—			+			(9,607,142)			=			(7,811,044)
2021			19,707,358			-			18,990,125			+			21,450,452			=			22,167,685

Year			Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($)			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)			Change in Fair Value as of the Vesting date of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			Total Equity Award Adjustments ($)
2022			—			(9,368,938)			(238,204)			—			(9,607,142)
2021			21,450,452			—			—			—			21,450,452

Year			Average Reported Summary compensation table total for Non-PEO NEOs ($)			Less			Average Reported Value of Equity Awards ($)(a)			Plus			Average Equity Awards Adjustment ($)(b)			Equals			Average CAP for Non-PEO NEOs ($)
2022			1,410,613			-			384,000			+			(5,985,279)			=			(4,958,666)
2021			7,728,776			-			7,151,274			+			7,618,086			=			8,195,588

Year			Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($)			Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)			Average Change in Fair Value as of the Vesting date of Equity Awards Granted in Prior Years that Vested in the Year ($)			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			Total Average Equity Award Adjustments ($)
2022			—			(3,122,979)			(79,402)			2,782,898			(5,985,279)
2021			7,150,153			—			467,933			—			7,618,086

The CAP for Mr. Goldberg and the average CAP for the Company’s other NEOs as a group (excluding Mr. Goldberg) for 2021 and 2022 is presented in comparison to the Company’s net income over such periods in the table below. All of the fixed and variable founder advisory amounts vested on November 9, 2021, the date of the business combination, because the Company believes that, as a result of the consummation of the business combination, it has incurred an obligation equal to the present value of the fixed and variable founder advisory amounts. Share-based compensation expense related to the fixed and variable founder advisory amounts of $653.0 million recognized by the Company resulted in a net loss of $661.5 million as of December 31, 2021.

						Shares Beneficially Owned
Beneficial Owner						Number						%
More than 5% Shareholders:
The WindAcre Partnership Master Fund LP(1)						21,600,000						13.7%
Matrix Capital Management Company LP(2)						8,587,500						5.5%
Entities Affiliated with Blackrock, Inc(3)						8,642,600						5.5%
Principal Global Investors, LLC(4)						11,395,963						7.2%
Select Equity Group, L.P.(5)						17,414,616						11.0%
Entities Affiliated with MWG GP LLC(6)						8,000,000						5.1%
Named Executive Officers and Directors:
W. Nicholas Howley(7)						1,416,685						—
William N. Thorndike, Jr. (8)						2,862,546						1.8%
Haitham Khouri(9)						1,567,885						—
Edward Goldberg						310,457						—
Vivek Raj(10)						609,406						—
Tracy Britt Cool(11)						190,582						—
Sean Hennessy						100,000						—
Robert S. Henderson						325,000						—
Shannon Horn						470,487						—
Bernt Iversen II						125,000						—
Charles Kropp						2,917						—
Noriko Yokozuka						47,157						—
All Executive Officers, Directors and Covered Persons as a group (11 persons):						7,247,178						4.6%

*Represents beneficial ownership of less than one percent (1%) of our outstanding Ordinary Shares.

This non-binding proposal will be approved by a plurality of votes cast on this proposal. The choice which receives the highest number of votes will be deemed the choice of the shareholders. As a result, the choice that receives the most votes will be deemed the choice of the shareholders and will be implemented by the Company. Abstentions and broker non-votes will have no impact on the outcome of this proposal.

The Audit Committee has (i) appointed BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and (ii) proposed to the shareholders to appoint BDO Audit SA to serve as the Company’s statutory auditor (réviseur d’entreprises) for statutory accounts as required by Luxembourg law for the year ending December 31, 2023 and until the annual general meeting to be held in 2024 to approve inter alia the annual accounts for the year ending December 31, 2023. The Board has determined that it is in the best interest of the Company and its shareholders to request approval of the appointments by the shareholders of the Company.

The following is a summary and description of fees incurred by the Company for the fiscal years ended December 31, 2022 and 2021.

Fee Category						Year ended December 31, 2022						Year ended December 31, 2021(1)
Audit Fees(2)						$	3,767,495					$	2,771,601
Audit-Related Fees(3)						$	27,268					$	252,325
Tax Fees						$	—					$	—
All Other Fees						$	—					$	—
Total						$	3,794,763					$	3,023,926

The Audit Committee requires that it preapprove all auditing services and permitted non-audit services, including the fees and retention terms thereof, to be performed for the Company by BDO USA, LLP, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit.

This proposal will be approved by a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes “FOR” or “AGAINST” this proposal and will have no effect on the vote.

•Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your proxy card.