Kyle Sable
About Kyle Sable
Kyle Sable, age 44, is Chief Financial Officer and Principal Accounting Officer of Perimeter Solutions (PRM), a role he has held since November 16, 2023 after joining PRM in May 2022 as Vice President, Strategy & Corporate Development . He holds a BBA with High Distinction from the University of Michigan and an MBA with Distinction from Harvard Business School, with prior experience across Tiger-heritage investment funds, Bain Capital, and Bain & Company . Under PRM’s pay-versus-performance framework, Adjusted EBITDA is the company-selected performance measure; PRM reported 2024 Adjusted EBITDA of $280.3 million, alongside significant 2024 free cash flow of $172.9 million and a $29.3 million inventory reduction, reflecting working capital progress highlighted by management; PRM ended 2024 at 1.7x net debt/LTM adjusted EBITDA with ~$198.5 million cash and 147.8 million basic shares outstanding . Sable is the company’s signatory for Section 302/906 CFO certifications and SEC filings, evidencing principal financial officer responsibilities and control environment accountability .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perimeter Solutions (PRM) | VP, Strategy & Corporate Development | 2022 (May)–2023 (Nov) | Led M&A, capital markets, and strategy activities |
| Banbury Partners | Principal | 2014 (Apr)–2021 (Sep) | Public/private investing and strategy experience |
| Tiger-heritage funds; Bain Capital; Bain & Company | Investor/Consultant (prior roles) | Not disclosed | Investing, strategy, and consulting background |
External Roles
- None disclosed in the company’s proxy or 8-Ks for Sable.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 286,163 | 330,000 |
| Target Bonus % of Salary | 50% | 50% |
| Actual Annual Incentive/Bonus ($) | 106,026 | 231,287 |
| All Other Compensation ($) | 49,902 | 50,998 |
Notes:
- Target bonus 50% is set by Sable’s Employment Agreement (indefinite term) .
- 2024 annual incentive design: 75% consolidated Adjusted EBITDA and 25% individual performance for CEO/CFO .
Performance Compensation
Annual Cash Incentive (Design and Outcomes)
| Named Executive Officer | Weighting (Adj. EBITDA / Individual) | 2024 Threshold ($) | 2024 Target ($) | 2024 Maximum ($) | 2024 Payout ($) |
|---|---|---|---|---|---|
| Kyle Sable (CFO) | 75% / 25% | 82,500 | 165,000 | 247,500 | 231,287 |
- Adjusted EBITDA is emphasized as the core financial performance metric for NEO pay-for-performance linkage .
Equity Incentives (Options – Grants, Values, and Vesting Mechanics)
PRM’s equity program is built around performance-based non-qualified stock options. “5-Year Options” vest in five equal annual installments contingent on achieving annual operating performance per diluted share (AOP) based on Adjusted EBITDA CAGR and continuous service; “Annual Extension” awards vest on the fifth fiscal year; “Biennial Extension” awards vest in the fourth and fifth years; 3,190,000 performance-based options granted to NEOs vested for 2024 performance .
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Sable’s 2024 equity awards and fair values:
- 2/14/2024: 200,000 options at $5.23 exercise; FV $584,000 (Biennial Extension) .
- 2/14/2024: 20,000 options at $5.23 exercise; FV $59,000 (Annual Extension) .
- 9/27/2024: 250,000 options at $13.24 exercise; FV $1,655,000 (5-Year Option) .
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Cumulative “Option Awards” grant-date fair value recognized in SCT:
- 2023: $203,000; 2024: $2,298,000 (Black-Scholes/Hull-White) .
| Grant date | Type | # Options | Exercise Price ($) | Grant-date Fair Value ($) | Vesting schedule |
|---|---|---|---|---|---|
| 5/6/2022 | 5-Year Option | 500,000 (300,000 exercisable; 200,000 unearned at 12/31/24) | 8.36 | — (see 2022 SCT, not in 2025 table) | 5 equal annual installments on performance + service |
| 11/16/2023 | 5-Year Option | 100,000 (40,000 exercisable; 60,000 unearned at 12/31/24) | 3.89 | Included in 2023 SCT total $203,000 | 5 equal annual installments on performance + service |
| 2/14/2024 | Annual Extension | 20,000 (unearned at 12/31/24) | 5.23 | 59,000 | Vests in year 5 on performance + service |
| 2/14/2024 | Biennial Extension | 200,000 (unearned at 12/31/24) | 5.23 | 584,000 | Vests in years 4 and 5 on performance + service |
| 9/27/2024 | 5-Year Option | 250,000 (50,000 exercisable; 200,000 unearned at 12/31/24) | 13.24 | 1,655,000 | 5 equal annual installments on performance + service |
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 390,000 shares; marked “*” less than 1% of outstanding; consists of stock options exercisable within 60 days (no direct share ownership disclosed) .
- Shares outstanding at 3/31/2025: 148,775,583 .
Vested vs unvested/uneaned options at 12/31/2024 (from Outstanding Equity Awards):
| Status | Count (#) | Notes |
|---|---|---|
| Exercisable | 390,000 | 300,000 (5/6/2022), 40,000 (11/16/2023), 50,000 (9/27/2024) |
| Unexercisable | — | None listed in table |
| Unearned (performance-based) | 680,000 | 200,000 (5/6/2022), 60,000 (11/16/2023), 20,000 (2/14/2024 Annual Ext), 200,000 (2/14/2024 Biennial Ext), 200,000 (9/27/2024) |
Ownership/hedging policies and guidelines:
- Hedging and pledging are prohibited; all directors and executive officers are in compliance .
- Share retention guidelines require CFOs to hold a minimum personal investment of $600,000; at least half must be in actual PRM shares (the remainder may include in-the-money option value over exercise price) .
Insider trading activity:
- No Form 4 transactions are disclosed in the proxy; the company’s insider trading policy prohibits hedging/short sales; no related party transactions for Sable noted upon his appointment .
Employment Terms
- Appointment and pay: Employment Agreement (indefinite term); base salary $330,000; target annual bonus 50% of salary; eligible for 2021 Equity Plan grants and standard executive benefits; reimbursed for commuting to St. Louis metro area .
- Severance: Upon termination without Cause or resignation for Good Reason (or death/disability), severance equals 1.25x base salary + 1.0x target bonus + 15x COBRA premium differential; paid in equal installments over 18 months, subject to release .
- Restrictive covenants: Confidentiality; non-compete and non-solicitation during employment and at least 18 months post-termination .
- Potential payments table (assuming 12/31/2024 event):
- Termination without Cause/Good Reason (non-CIC): Cash severance $643,787; insurance $32,406; no equity acceleration; total $676,193 .
- Change in Control (CIC, with or without qualifying termination shown): Equity acceleration valued at $5,233,800 using Hull-White model; cash severance and insurance as above; total $5,909,993 .
- CIC vesting mechanics: Unvested options eligible to vest for the current and remaining performance years at the greater of average vesting % of prior two years or vesting based on transaction price instead of AOP .
- Clawback: Executive Officer Clawback Policy adopted in 2023 allows recovery of incentive-based compensation tied to financial reporting measures upon an accounting restatement (Section 16 officers); disclosed in 10-K exhibit index and proxy .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $2.91M driven primarily by performance-based options ($2.298M grant-date FV), with relatively modest salary ($330k) and annual incentive ($231k), reflecting emphasis on long-term, at-risk equity .
- Incentive metrics: Annual cash incentive tied 75% to consolidated Adjusted EBITDA and 25% to individual goals for CFO, closely aligning to company-level profitability and execution; PRM identifies Adjusted EBITDA as the primary linkage in pay-versus-performance .
- Equity design: 5-year, annual, and biennial extension awards reinforce multi-year performance and retention; 2024 saw vesting across NEO cohort as AOP targets were achieved .
- Policies reducing risk: Prohibitions on hedging/pledging and robust clawback mitigate misalignment and reputational risk .
- Share retention: CFO must hold $600k value (with at least half in actual shares), supporting ownership alignment over time .
Say-on-Pay, Peer Benchmarking, and Governance
- Say-on-Pay support: ~91% approval at 2024 Annual Meeting, indicating broad shareholder support for executive compensation .
- Independent advisor: Compensation Committee engages FW Cook; committee determined FW Cook is independent and without conflicts .
- Compensation peer group: 17 industrial/chemical peers used for benchmarking; PRM notes below-median cash, above-market total direct compensation due to performance-based option risk premium .
- Compensation Committee members (2025): Bernt Iversen II (Chair), Vivek Raj, Sean Hennessy, Robert S. Henderson .
Performance & Track Record
- 2024 operating/financial improvements communicated by CFO:
- Free cash flow: $172.9 million; inventory reduced by $29.3 million; leverage 1.7x net debt/LTM adjusted EBITDA; ~$198.5 million cash, $100 million undrawn revolver; 147.8 million basic shares outstanding .
- 2024 Adjusted EBITDA: $280.3 million (company-selected measure in pay-versus-performance) .
- 2025 outlook posture: In Q1’25 call, Sable noted working capital tailwind in Q1 from AR collection but not material to full-year targets; no change to the full-year assumptions indicated at that time .
- Certifications: Sable signs SOX 302/906 certifications and SEC filings, underscoring responsibility for controls and reporting .
Equity Ownership & Alignment (Detail Table)
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 390,000 shares; “*” <1% of outstanding; consists of options exercisable within 60 days |
| Shares outstanding (3/31/2025) | 148,775,583 |
| Anti-hedging/pledging | Prohibited; all executives in compliance |
| Ownership guideline (CFO) | $600,000 minimum personal investment; ≥50% must be actual shares |
Employment Terms (Summary Table)
| Term | Provision |
|---|---|
| Base salary | $330,000; annual review |
| Target bonus | 50% of base salary |
| Severance (no CIC) | 1.25x salary + 1.0x target bonus + 15x COBRA differential; 18-month installments |
| CIC treatment | Equity acceleration per plan; cash/benefits as above; estimated equity value $5,233,800 at 12/31/2024 |
| Non-compete / Non-solicit | During employment and ≥18 months post-termination |
| Clawback | Executive Officer Clawback Policy (2023) for incentive comp tied to financial metrics |
Investment Implications
- Alignment and upside leverage: Sable’s compensation is highly equity-heavy and performance-tied (AOP and Adjusted EBITDA), aligning his incentives with multi-year value creation; vesting “extension” constructs are designed to retain executives and reinforce long-dated performance focus .
- Selling pressure and ownership mix: Current disclosed “beneficial ownership” consists of options rather than shares; PRM’s retention guidelines require the CFO to accumulate a $600k personal investment with at least half in actual shares, which may drive future open-market accumulation upon liquidity events and vestings; hedging/pledging prohibitions reduce misalignment risk .
- Downside protection limited: Severance of 1.25x salary + 1x target bonus (installments) is moderate by market standards and lacks “golden parachute” magnitudes, though CIC equity acceleration is significant if performance/price conditions are met .
- Execution indicators: 2024 free cash flow inflection and working capital improvements were emphasized by Sable; maintaining Adjusted EBITDA trajectory is central to payout outcomes and vesting; any deterioration in AOP/Adjusted EBITDA could reduce realized equity value and slow ownership guideline attainment .
- Governance posture supportive: 91% Say-on-Pay support, independent consultant, and stringent anti-hedging/pledging and clawback policies support pay-for-performance credibility and reduce governance risk .