Jorge L. Valladares III
About Jorge L. Valladares III
Independent director at Perimeter Solutions (PRM) since May 2024; age 51. Former Chief Operating Officer of TransDigm Inc. (2019–Oct 2023) with prior operating leadership roles across TransDigm divisions. Holds a bachelor’s degree in engineering from UCLA. Currently also a director at Harvey Performance Company. His background brings deep industrial operations, integration and value-creation experience to PRM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Inc. | Chief Operating Officer | Apr 2019 – Oct 2023 | Enterprise-wide operating leadership; integration of multiple operating units |
| TransDigm Inc. (Power & Control) | COO — Power & Control | Jun 2018 – Mar 2019 | Segment operating leadership |
| TransDigm Inc. | Executive Vice President | Oct 2013 – May 2018 | Multi-unit leadership; M&A integration |
| AvtechTyee, Inc. (TransDigm subsidiary) | President | Aug 2009 – Sep 2013 | Business unit leadership |
| AdelWiggins Group (TransDigm division) | President | Apr 2008 – Jul 2009 | Business unit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvey Performance Company | Director | Current | Private company board service (as disclosed) |
Board Governance
- Independence: PRM’s Board determined all nominees except Messrs. Howley, Khouri, and Thorndike are independent; Mr. Valladares is independent .
- Committees: As of the 2025 proxy, not serving on committees; if elected (May 2025), he will join the Nominating & Corporate Governance Committee .
- Attendance: In 2024 the Board held six meetings; each incumbent director attended ≥75% of aggregate Board/committee meetings (positive engagement signal) .
- Election results (strong support across years):
| Proposal | 2024 For | 2024 Against | 2024 Abstain | 2025 For | 2025 Against | 2025 Abstain |
|---|---|---|---|---|---|---|
| Director election – Jorge L. Valladares III | 116,454,734 | 14,954 | 3,078 | 117,717,686 | 1,330,197 | 71,388 |
- Say-on-Pay context (board-wide governance signal):
| Year | For | Against | Abstain |
|---|---|---|---|
| 2024 | 105,657,248 | 10,803,745 | 11,773 |
| 2025 | 103,229,252 | 15,783,645 | 106,374 |
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for non-employee independent directors |
| Committee chair fees | Audit $15,000; Comp $5,000; Nominating $5,000 | Chair-only retainers |
| 2024 fees earned (Valladares) | $75,000 | No 2024 stock award given timing of appointment |
Performance Compensation (Director)
| Equity Vehicle | Annual Grant Policy | Vesting Mechanics | Performance Metrics |
|---|---|---|---|
| Stock options | 35,000 options per non-employee independent director annually | Options vest over 5 years, subject to performance; terms mirror employee program | |
| Performance-based option framework (Company-wide) | N/A | Annual tranches vest based on AOP targets; cumulative vesting; equity sweep possible | AOP growth CAGR: minimum 10% → 25% tranche vest; maximum 20% → 100% tranche vest; equity sweep if stock price ≥ 2x exercise price for 60 trading days within any 12-month period starting year 3; then remaining unvested options vest on schedule subject to service |
Notes:
- 2024 stock awards table shows no grant for Mr. Valladares in 2024; other directors received performance-based options on Feb 14, 2024 .
Other Directorships & Interlocks
- Current other public boards: None disclosed; one private company directorship (Harvey Performance Company) .
- Board network ties: Several PRM directors have prior TransDigm affiliations (e.g., Howley, Henderson, Iversen), which can foster strong industrial operating oversight but warrants monitoring for groupthink and independence dynamics. No specific related-party transactions reported involving Mr. Valladares .
Expertise & Qualifications
- Education: B.S. in Engineering, UCLA .
- Technical/operational expertise: Multi-segment COO/EVP experience; integration of acquisitions; leading operating units (predictive of disciplined capital allocation and productivity oversight) .
- Board qualifications emphasized by PRM: Executive leadership, public company knowledge .
Equity Ownership
| As-of Date | Total Beneficial Ownership | % of Outstanding | Detail |
|---|---|---|---|
| Mar 31, 2025 | 286,000 shares | <1% | Includes 42,000 shares held in trust for his children |
Insider transactions (alignment signal):
- Initial Form 3 filed 2024-06-11 reporting beneficial ownership (244,000 shares) .
- Open market purchase: 14,000 shares at $7.149 on 2024-06-11; post-transaction position reflected in filing; type: Purchase (P) .
Policies affecting alignment and risk:
- Anti-hedging/anti-pledging: Company prohibits hedging, short sales and pledging by directors/officers (positive alignment) .
Governance Assessment
- Strengths:
- Independent director with deep operating pedigree; brings operational excellence and integration experience; strong election mandates in 2024 and 2025 (For votes >100M) .
- Positive engagement signals: ≥75% attendance for incumbents; joins Nominating & Corporate Governance (post-2025) which oversees board evaluations and sustainability governance .
- Ownership alignment: meaningful beneficial ownership; open-market purchase in 2024 underscores confidence .
- Monitoring items / potential red flags:
- Founder Advisory Agreement (fixed 2,357,061 shares/year through 2027; variable component tied to price) benefits certain directors (Howley, Thorndike, Khouri, Raj, Britt Cool) and is sizeable; while not involving Mr. Valladares, it is a board-level related-party dynamic that could create perceived conflicts on capital allocation and compensation matters .
- Board network density with TransDigm alumni (Howley, Henderson, Iversen, and Valladares) may increase cohesion but requires vigilance to maintain robust independent challenge; no specific related-party transactions disclosed for Valladares in 2024 -.
- Overall: Valladares adds credible operational oversight and alignment via ownership/purchase; committee placement on Nominating & Corporate Governance should further strengthen governance processes. Board-level related-party constructs (Founder Advisory Agreement) merit continued investor scrutiny, though they are not tied to him personally .