Noriko Yokozuka
About Noriko Yokozuka
Noriko Yokozuka, age 48, serves as General Counsel, Corporate Secretary and Compliance Officer at Perimeter Solutions (PRM). She joined the company in March 2018 and has served as General Counsel since the November 2021 Business Combination; her background includes roles as General Counsel for ICL Americas, in-house counsel at a healthcare venture capital firm and family office, Skadden (Investment Management and Corporate groups), and JPMorgan; she earned her J.D. from the University of Virginia School of Law and her B.A. from Yale University . Company performance during her tenure included 2024 TSR of 106.50, Adjusted EBITDA of $280.3 million, and net loss of $5.9 million; 2023 TSR of 38.33, Adjusted EBITDA of $96.8 million, and net income of $67.5 million; 2022 TSR of 76.17, Adjusted EBITDA of $125.4 million, and net income of $91.8 million (SEC “pay versus performance” definitions) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICL Americas | General Counsel | Not disclosed | Led legal function for North/South America operations; relevant industry and regulatory expertise |
| Healthcare VC & Family Office (NY) | In-house Counsel | Not disclosed | Private investment legal support; corporate and transactional experience |
| Skadden, Arps, Slate, Meagher & Flom | Associate, Investment Management and Corporate | Not disclosed | Fund/IM and corporate practice training; capital markets and governance foundation |
| JPMorgan | Associate (pre-legal career) | Not disclosed | Financial services exposure; strengthens commercial perspective |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) of Salary | Actual Annual Incentive ($) | Other Cash Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 320,008 | 40% | 94,853 | — | 437,039 |
| 2022 | 303,750 | 40% | 107,400 | 137,698 (Business Combination-related bonus) | 573,139 |
Notes:
- 2023 salary/bonus structure reflects the Compensation Committee’s change to emphasize Adjusted EBITDA (75%) and individual performance (25%) for NEOs including the General Counsel .
- 2023 SCT reports non-equity incentive amounts, with perquisite detail shown in footnotes (see Performance Compensation and Perquisites below) .
Performance Compensation
| Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA (Consolidated) | 75% | $80,950k | $161,900k | $242,850k | $96,800k | 18% (Noriko component) |
| 2023 | Individual Performance | 25% | 5% | 10% | 15% | 12% (Noriko payout) | |
| 2022 | Adjusted EBITDA (Company) | 60% | $359,280k | $718,560k | $1,437,120k | $574,848k | 19% (Noriko payout) |
| 2022 | Individual Performance | 40% | 8% | 16% | 32% | 16% (Noriko payout) |
Program design highlights:
- 2023 shift to 75% Adjusted EBITDA and 25% individual goals increased pay-for-performance linkage to consolidated/platform results; General Counsel aligned to consolidated EBITDA .
- EBITDA targets incorporate fire season severity adjustments for the Fire Safety platform (applies to platform-linked executives; General Counsel aligned to consolidated results in 2023) .
Perquisites (from 2023 SCT footnote for Noriko):
- 401(k) contributions: $19,343; Company-paid insurance premiums: $1,263; Group term life insurance benefits: $1,572 .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Ownership % of Outstanding | Shares Outstanding Reference | Pledged/Hedged | Stock Ownership Guideline (Requirement) |
|---|---|---|---|---|---|
| Mar 25, 2024 | 64,657 | <1% (asterisk in table) | 145,240,112 outstanding | Company prohibits hedging/pledging; all execs in compliance | $450,000 for General Counsel (value may include ITM option value; ≥50% must be shares held) |
| Apr 24, 2023 | 47,157 | <1% (asterisk in table) | 157,630,816 outstanding | Company prohibits hedging/pledging; all execs in compliance | $450,000 for General Counsel and Chief Administrative Officer |
Additional alignment and vesting mechanics:
- Executive option plan emphasizes long-term value via performance-based options tied to AOP (Adjusted EBITDA multiple-weighted less net debt per diluted share); 2023 amendments lowered annual growth thresholds to 10%/20%, introduced cumulative vesting and an equity sweep provision; exercise price and grant sizes unchanged .
- Change-of-control provisions for option awards accelerate a portion of unvested awards based on prior-period vesting average or deal price vs AOP; these are general award terms applicable to participating executives, and Yokozuka participates in the 2021 Equity Plan per her employment agreement .
Insider selling pressure:
- No NEOs exercised vested options in 2024, indicating limited option-related selling during that year .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | October 1, 2021 |
| Role and Term | General Counsel and Chief Administrative Officer; indefinite term until terminated |
| Base Salary at Agreement | $300,000 initial, subject to annual review |
| Target Annual Bonus | 40% of base salary |
| Severance (No Cause/Good Reason/Death/Disability) | 1.25× annual base salary + 1.0× target bonus + 15× (Monthly COBRA rate − employee premium), payable over 15 months with release |
| Non-Compete/Non-Solicit | During employment and for at least 15 months post-termination |
| Confidentiality | Applies during and after employment |
| Insurance Benefits Plan Participation | Not a participant in Company insurance benefit plan (noted in 2023 severance table context) |
| Change-of-Control Equity Treatment (Plan) | Alternative vesting at CoC based on average prior 2-year vesting or deal price vs AOP; percentage of unvested options vest for current/remaining years |
| Clawback Policy | 2023 policy permits recovery of incentive-based comp upon accounting restatement; includes stock price/TSR and AOP-based measures |
| Hedging/Pledging | Prohibited for all directors/officers; all in compliance |
| Share Retention Guideline | Required personal investment of $450,000 for General Counsel; ≥50% must be owned shares; ITM option value counts for the other half |
Investment Implications
- Strong alignment and risk controls: Prohibitions on hedging/pledging and a robust clawback policy reduce governance risk; share retention requirements ($450k) create tangible “skin-in-the-game” for the General Counsel .
- Pay-for-performance: Incentive design emphasizes Adjusted EBITDA (75% in 2023) and individual KPIs, with actual payouts for Yokozuka tracking below target in 2023 (18% EBITDA component; 12% individual), consistent with corporate performance—limiting “pay inflation” risk and indicating discipline from the Compensation Committee .
- Equity award mechanics mitigate volatility and encourage durability: AOP-based option vesting with cumulative provisions and CoC acceleration based on performance history/deal price aligns long-term value creation and retention; no NEO option exercises in 2024 reduce near-term insider-selling pressure signals .
- Ownership is modest (<1%), but governance safeguards (retention guideline, no pledging) and role criticality (GC/Corporate Secretary/Compliance) support continuity; severance economics (1.25× salary + 1× target bonus + COBRA multiple) are moderate, reducing “golden parachute” overhang while providing retention stability .