Bernt Iversen II
About Bernt Iversen II
Independent director since 2022 (age 67). Former Executive Vice President – Mergers & Acquisitions and Business Development at TransDigm (2012–2020); previously Executive Vice President at TD Group (2010–2012) and President of Champion Aerospace LLC (2006–2010). Holds a bachelor’s degree in engineering from Western Michigan University; serves on boards of privately owned specialty manufacturing companies. Core credentials: M&A execution, operating leadership, specialty manufacturing oversight, and public company governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Group Inc. | EVP – M&A and Business Development | May 2012 – Dec 2020 | Led acquisitions and portfolio development |
| TD Group | Executive Vice President | Dec 2010 – May 2012 | Senior corporate leadership |
| Champion Aerospace LLC (TransDigm subsidiary) | President | Jun 2006 – Dec 2010 | P&L and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several privately owned companies (specialty manufacturing) | Director | Not disclosed | Board oversight; governance |
Board Governance
- Independence: The Board determined Mr. Iversen is independent under NYSE rules; non-independent nominees are Howley, Khouri, and Thorndike .
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance or Executive Committees .
- Attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings during their service period .
- Board/committee meeting cadence: Audit (4), Compensation (4), Nominating & Corporate Governance (4), Executive (24) meetings in 2024 .
| Committee | Role | 2024 Meetings | Key Oversight Items |
|---|---|---|---|
| Audit | Member | 4 | Financial reporting, auditor oversight, ICFR, cybersecurity, related-party transactions |
| Compensation | Chair | 4 | CEO/NEO pay, incentive/equity plans, director compensation, consultants |
| Nominating & Corporate Governance | Not a member | 4 | Board composition, evaluations, succession, ESG oversight |
| Executive | Not a member | 24 | Strategy, capital allocation, M&A, IR, guidance |
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Independent director policy |
| Committee chair fee (Compensation) | $5,000 | Compensation Committee chair retainer |
| Total cash fees paid (2024) | $80,000 | Per director compensation table |
Performance Compensation
- Annual equity for independent directors: 35,000 stock options per year, on employee terms, vesting over five years subject to performance conditions; options granted Feb 14, 2024, fair value recorded via Hull-White model .
- 2024 stock awards (fair value): $98,000 .
- Aggregate unexercised director options at 12/31/2024: 134,167 .
| Performance Metric | Threshold | Target/Max | Basis/Mechanics | Notes |
|---|---|---|---|---|
| Annual Operating Performance (AOP) CAGR vesting | 10% CAGR → 25% of tranche vests | 20% CAGR → 100% of tranche vests | AOP = (Adjusted EBITDA × weighted acquisition multiple − net debt) ÷ fully diluted shares (ex-Founder Agreement shares); targets reset to reflect recent performance | 5-year options amended May 2023 to 10%/20% bands; cumulative vesting replaces look-back/look-forward |
| Cumulative vesting | Carryforward unvested portions | Achieve cumulative growth to vest remaining | Unvested amounts accumulate; 6th/7th-year vest opportunity if 5th-year seasonal impacts | Enhances long-term alignment despite volatility |
| Equity sweep trigger | Stock price ≥ 2× exercise price (less dividends) on 60 trading days in any 12-month period, starting year 3 | Converts remaining unvested to scheduled time-based vest at end of yrs 4–5 (or 100% at end of yr 5 if triggered in yr 5) | Trigger recharacterizes vesting schedule; continuous service still required | Adds market-linked vest pathway |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public) | — | — | No public company boards disclosed; private-company boards only |
- Board network context: PRM’s Board features multiple TransDigm alumni (Howley, Hennessy, Henderson, Valladares), indicating strong aerospace/industrial operating expertise; oversight mitigated by committee independence and diversity of experiences .
Expertise & Qualifications
- M&A execution and corporate development leadership (EVP M&A & BD at TransDigm) .
- Operating leadership of specialty/aerospace manufacturing units (President, Champion Aerospace) .
- Engineering education (Western Michigan University) .
- Governance experience through private-company boards and PRM committees, including chairing Compensation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|
| Bernt Iversen II | 179,361 | *<1% | 52,500 | Company had 148,775,583 shares outstanding as of Mar 31, 2025 |
- Unexercised director options outstanding at 12/31/2024: 134,167 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short sales, and pledging; all directors and officers in compliance per policy .
Governance Assessment
- Strengths: Independent director; chairs an all-independent Compensation Committee that uses FW Cook as an independent consultant; no compensation committee interlocks or related-party relationships; board-level anti-hedging/pledging; and adequate attendance .
- Alignment: Receives at-risk, performance-based option grants aligned with AOP growth and shareholder returns; cash retainers modest with limited chair premia; no meeting fees disclosed .
- Potential concerns/RED FLAGS (company-level context): Founder Advisory Agreement pays substantial fixed equity annually to an entity controlled by certain directors (not including Iversen), creating a persistent related-party dynamic; independent directors serve on key committees to mitigate conflicts; no 2024 related-party transactions beyond founder advisory .
- Board network: Significant TransDigm alumni presence could concentrate perspectives; counterbalanced by inclusion of independent directors and committee structures .
- Shareholder sentiment: Say-on-pay received ~91% support in 2024, indicating positive investor reception to compensation structure .
Director Compensation (Detail)
| Item | Value | Date/Source |
|---|---|---|
| Fees earned (cash) – 2024 | $80,000 | 2024 director pay table |
| Stock awards (fair value) – 2024 | $98,000 | 2024 director pay table; options granted Feb 14, 2024 |
| Annual equity policy | 35,000 options per year; 5-year performance vesting | Policy for independent directors |
Compensation Committee Analysis
- Composition: Bernt Iversen II (Chair), Vivek Raj, Sean Hennessy, Robert S. Henderson; all independent .
- Consultant: FW Cook retained; Compensation Committee concluded FW Cook is independent and without conflicts .
- Interlocks: None; no relationships requiring disclosure under SEC interlock rules .
- Practices: No tax gross-ups for CIC; robust share retention guidelines for executives; prohibition on repricing/backdating; clawback policy covering incentive-based pay including AOP-linked awards .
Related Party Transactions
- 2024: Only Founder Advisory Agreement disclosed; EverArc Founder Entity (controlled by Howley, Thorndike, Khouri, Britt Cool, Raj) received 2,357,061 shares (~$30.3M value) fixed annual amount; no variable fee paid; termination provisions include significant accelerated payments indexed to Payment Price with 15% annual increases post-termination .
- No other related-party transactions reported for 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~91% support; Compensation Committee considers vote outcomes in ongoing program evaluation .
Risk Indicators
- Legal/controls: Prior material weaknesses (2022) remediated by 2023; auditor transition to KPMG in 2024; Audit Committee oversight maintained; no material cybersecurity incidents identified in 2024 .
- Hedging/pledging: Prohibited for directors and officers; compliance reported .
- Related-party dynamics: Ongoing Founder Advisory Agreement presents governance complexity; independent committees and policies mitigate .
All facts and figures above are drawn from Perimeter Solutions, Inc. DEF 14A (Apr 18, 2025) with citations in-line.