Edward Goldberg
About Edward Goldberg
Edward Goldberg, age 62, serves as Vice Chairman of Perimeter Solutions and previously was CEO from November 2021 to March 2023; he also served on the Board from November 2021 through May 2025 and holds a BS in Chemical Engineering from Cornell University . Under his leadership influence, PRM emphasizes Adjusted EBITDA as the key performance vector; PRM’s Adjusted EBITDA was $280.3 million in 2024 vs. $96.8 million in 2023, while net income was a loss of $5.9 million in 2024 and cumulative TSR (SEC-defined) stood at 106.50 for 2024 . On November 6, 2025, PRM disclosed Goldberg will end his Vice Chairman role effective March 31, 2026 and is expected to continue as a consultant thereafter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perimeter Solutions (PRM) | Chief Executive Officer | Nov 2021 – Mar 2023 | Led company through public-market transition; operational leadership in Fire Safety . |
| Perimeter Solutions (PRM) | Vice Chairman | Mar 2023 – present (expected through Mar 31, 2026) | Advises on Fire Safety strategy; relationships with customers and agencies . |
| Perimeter Solutions (PRM) | Director | Nov 2021 – May 2025 | Board oversight; deep company knowledge . |
| SK Invictus (d/b/a Perimeter Solutions) | Chief Executive Officer | Since Mar 2018 | Executive leadership in fire safety products and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICL Performance Additives and Solutions | Business Director (Global Fire Safety) | Not disclosed | Built ICL’s global fire safety business; wildland/municipal/industrial focus . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 582,500 | 614,349 | 615,000 |
| Target Annual Bonus (% of Salary) | 100% | 100% | 100% |
| Bonus ($) | 651,034 | — | — |
| Non-Equity Incentive ($) | 514,800 | 429,135 | 855,868 |
| All Other Compensation ($) | 47,764 | 49,948 | 50,998 |
| Total Compensation ($) | 1,796,098 | 1,093,432 | 1,872,266 |
| All Other Compensation – 401(k) Match ($) | — | — | 24,150 |
| All Other Compensation – Insurance ($) | — | — | 25,120 |
| All Other Compensation – Group Term Life ($) | — | — | 1,728 |
Performance Compensation
- Annual Cash Incentive Design (FY 2024): 75% weighted to Adjusted EBITDA and 25% to individual achievement; Goldberg’s EBITDA metric tied to the Americas Retardant business unit; target opportunity set at 100% of base salary .
- Option-based Equity: PRM grants performance-based options only; no time-vested equity; grants align to predetermined cycles without MNPI timing; clawback policy adopted in 2023 applies to incentive-based pay tied to financial reporting measures .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Americas Retardant unit) | 75% | 100% of salary overall target | Not disclosed | Included in annual payout | Cash incentive earned annually; paid based on year results |
| Individual Performance | 25% | Qualitative targets aligned to company value drivers | Not disclosed | Included in annual payout | Cash incentive earned annually; paid based on assessment |
| FY 2024 Annual Incentive Outcome | — | — | — | $855,868 | Paid after year-end; per plan |
Equity Awards (Structure and Outstanding Grants)
- Vesting frameworks:
- 5-Year Options: vest in five equal annual installments upon achievement of annual performance criteria and continuous service .
- Biennial Extension: vests in two equal annual installments on the fourth and fifth fiscal years following grant upon performance and continuous service .
- Annual Extension: vests in year five upon performance and continuous service .
- Goldberg Amendment (Mar 8, 2023): For Goldberg’s 5-Year Options, 50% of options vest under existing performance terms and 50% vest based on annually set performance goals tied to Vice Chairman duties for FY 2023–2026; similar split applied to a February 2024 Biennial Extension .
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Unearned (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| Nov 8, 2021 | 5-Year Options | 1,287,500 | — | 1,500,000 | 10.00 | Nov 8, 2031 |
| Feb 14, 2024 | Biennial Extension | — | — | 240,000 | 5.23 | Feb 14, 2034 |
- Option Exercises: No NEOs exercised options in 2024; realized value was zero for FY 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 1,510,457 shares; includes 1,287,500 options exercisable within 60 days . |
| Ownership (% of Outstanding) | 1.0% (outstanding shares at Mar 31, 2025: 148,775,583) . |
| Options – Exercisable | 1,287,500 within 60 days . |
| Options – Unearned | 1,500,000 (2021 grant) and 240,000 (2024 grant) subject to performance . |
| Share Retention Guideline | Required personal investment value: $2.2 million for Vice Chairman; at least half must be actual shares (intrinsic option value over strike may count for half) . |
| Hedging/Pledging | Prohibited for all directors/officers; company states all are in compliance . |
| Repricing/Backdating | Not permitted by policy . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Oct 1, 2021; initial base salary $575,000; target bonus 100% of base salary . |
| Role Transition Amendment | Mar 8, 2023 amendment updated title to Vice Chairman; equity performance terms split 50% existing and 50% annually determined goals for FY 2023–2026; compensation otherwise unchanged . |
| Non-Compete/Non-Solicit | Applies during employment and for at least 15 months thereafter . |
| Severance | If terminated without Cause, for Good Reason, or due to Disability: (i) 1.25x annual salary; (ii) 1.0x target bonus; (iii) 15x COBRA rate differential; paid over 15 months upon release . |
| Potential Payments (as of 12/31/2024) | Cash severance $1,624,618; insurance benefits $32,406; potential equity acceleration in CIC scenario $4,933,200 . |
| CIC Equity Acceleration | Unvested options vest by formula equal to greater of average vesting % of prior two years or vesting based on CIC transaction price vs AOP . |
| Clawback Policy (2023) | Recoup incentive-based compensation upon accounting restatement; covers stock price/TSR-linked pay and AOP criteria . |
| Policy Governance | Compensation Committee: Bernt Iversen II (Chair), Vivek Raj, Sean Hennessy, Robert S. Henderson; independent consultant retained . |
| Upcoming Transition | PRM expects Goldberg to cease as Vice Chairman on Mar 31, 2026 and continue as consultant; separation agreement terms to be disclosed upon finalization . |
Investment Implications
- Pay-for-performance alignment is centered on Adjusted EBITDA with a high 75% weighting, with Goldberg’s incentives tied to the Americas Retardant business unit; this creates clear linkage to operational profitability but may reduce diversification across performance metrics beyond EBITDA .
- Equity awards are exclusively performance-based options with explicit anti-hedging/pledging and share retention requirements ($2.2 million for Vice Chairman); this strengthens alignment and mitigates pledging risk, while 1,287,500 options currently exercisable within 60 days could represent latent selling pressure if in-the-money .
- Severance economics are moderate (1.25x salary + 1.0x target bonus + COBRA differential), but equity acceleration in CIC via formula introduces potential dilution and event-driven compensation realization; note PRM’s policy prohibits tax gross-ups and re-pricing, lowering governance red flags .
- Operational track record shows heavy emphasis on Fire Safety with 2024 Adjusted EBITDA rebound to $280.3 million; Goldberg’s expected transition to consultancy in 2026 reduces near-term retention risk but shifts his role to advisory, potentially impacting execution continuity in the Americas Retardant unit .