Robert S. Henderson
About Robert S. Henderson
Independent director of Perimeter Solutions (PRM) since November 2021; age 69. Former Vice Chairman at TransDigm with deep operating and M&A integration experience; B.A. in Mathematics from Brown University. Currently chairs PRM’s Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. The Board deems him independent under NYSE and SEC rules, and all incumbents met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Group | Vice Chairman | 2017–2021 | Senior leadership; strategic oversight and capital allocation experience relevant to PRM’s operating model |
| TransDigm – Airframe Segment | Chief Operating Officer | 2014–2016 | Segment COO; multi-site operations oversight |
| TransDigm | Executive Vice President | 2005–2014 | Portfolio leadership; integration of acquisitions |
| AdelWiggins Group (TransDigm division) | President | 1999–2008 | Led business unit; product/operations P&L responsibility |
External Roles
No current public company directorships are disclosed for Mr. Henderson in PRM’s 2025 proxy.
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE and SEC rules |
| Committee assignments (2025 slate) | Chair: Nominating & Corporate Governance; Member: Audit; Member: Compensation |
| Committee meeting cadence (2024) | Audit: 4; Compensation: 4; Nominating & Corporate Governance: 4; Board meetings: 6; all incumbents ≥75% attendance |
| Audit committee expertise | All members financially literate; Sean Hennessy designated audit committee financial expert |
| Leadership structure | Separate CEO and Co‑Chairmen roles; independent committee structure |
Fixed Compensation (Director)
| Component | Policy/Amount (2024) | Henderson 2024 actual |
|---|---|---|
| Annual cash retainer | $75,000 (non‑employee independent directors) | $80,000 cash fees (includes $5,000 NCG Chair fee) |
| Committee chair fees | Audit Chair $15,000; Compensation Chair $5,000; NCG Chair $5,000 | Included in above $80,000 (NCG Chair) |
Notes: PRM reimburses reasonable director expenses. Founders (Howley, Thorndike, Khouri) do not receive director compensation due to the Founder Advisory Agreement arrangement.
Performance Compensation (Director)
| Equity Program Feature | Detail |
|---|---|
| Annual equity | 35,000 stock options to each non‑employee independent director |
| Vesting | Over five years, subject to achievement of performance conditions; same terms/conditions as employee grants |
| 2024 grant FV (Henderson) | $98,000 fair value (Hull‑White option pricing) |
| Unexercised director options (12/31/2024) | 148,750 options outstanding |
Other Directorships & Interlocks
| Person (PRM Director) | TransDigm affiliation (interlock/network) | Source |
|---|---|---|
| W. Nicholas Howley | Co‑founder; Chairman of TransDigm’s board | |
| Sean Hennessy | Current director of TransDigm | |
| Bernt Iversen II | Former EVP – M&A & Business Development, TransDigm | |
| Jorge L. Valladares III | Former COO, TransDigm Inc. | |
| Robert S. Henderson | Former Vice Chairman; prior EVP/COO roles at TransDigm |
- Compensation Committee interlocks: None disclosed under SEC rules.
Expertise & Qualifications
- Operations and portfolio leadership across multiple businesses; extensive post‑merger integration; multi‑site manufacturing oversight.
- Financial literacy suitable for Audit Committee; the designated “audit committee financial expert” is Sean Hennessy.
- Academic: B.A., Mathematics (Brown University).
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Total beneficial ownership (3/31/2025) | 389,666 shares | Includes 61,250 options exercisable within 60 days; beneficial ownership <1% of outstanding shares |
| Options exercisable within 60 days (3/31/2025) | 61,250 | Included in beneficial ownership above |
| Unexercised director options outstanding (12/31/2024) | 148,750 | Aggregate unexercised options at FY‑end 2024 |
| Hedging/pledging | Prohibited for directors; company states all directors/officers are in compliance | Anti‑hedging and anti‑pledging policy |
Recent Insider Transactions (Form 4)
Related Party & Conflicts Context
- Founder Advisory Agreement: Large equity‑based advisory fees to EverArc Founders’ entity (fixed amount of 2,357,061 PRM shares in 2024; variable amount contingent on stock performance); founders include Howley, Thorndike, Khouri, Britt Cool, and Raj. Henderson is not a party to this agreement. Termination provisions include significant cash acceleration.
- 2024 related‑party transactions: None other than the Founder Advisory Agreement disclosure.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval at ~91%, indicating broad investor support for compensation framework.
Governance Assessment
Strengths
- Independent director with multi‑committee service (Audit, Compensation) and chair of Nominating & Corporate Governance—positions central to oversight of risk, pay, and board refreshment. Attendance meets Board policy and overall 2024 cadence suggests consistent engagement.
- Director pay balanced toward at‑risk equity via performance‑conditioned options; anti‑hedging/pledging policy with confirmed compliance supports alignment.
- Beneficial ownership and 2024 warrant exercise increased common share exposure; fresh 2025 option awards maintain incentives. (insider transaction sources above)
Risks / Watch‑items
- RED FLAG (network concentration): Significant TransDigm affiliations across multiple PRM directors, including Henderson; while no “compensation committee interlocks” exist under SEC rules, the dense network raises potential for groupthink/perceived alignment risks—heightened importance of active NCG leadership and independent processes.
- Founder Advisory Agreement: Large, formula‑driven advisory equity creates a non‑standard governance overlay at PRM (not involving Henderson), meriting continued compensation and related‑party oversight to protect minority shareholders.
Implications for investors
- Henderson’s committee roles (particularly NCG Chair and Audit member) position him as a key lever for board effectiveness, succession, and risk oversight. His operational/M&A background is additive to PRM’s consolidation and efficiency playbook, but the TransDigm network density requires vigilant independence practices. The option‑heavy director compensation and anti‑hedging policy create alignment, and the strong Say‑on‑Pay support suggests current structure is acceptable to shareholders.