Sean Hennessy
About Sean Hennessy
Independent director of Perimeter Solutions, Inc. (PRM) since November 2021; age 67. Former CFO of The Sherwin-Williams Company (2001–2016) and SVP, Corporate Planning, Development & Administration during Valspar integration (2017–2018); certified public accountant; B.S., University of Akron . Determined independent under NYSE and SEC rules; qualifies as PRM’s Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Chief Financial Officer | 2001–2016 | Led finance for large manufacturer; CPA background |
| The Sherwin-Williams Company | SVP, Corporate Planning, Development & Administration | 2017–2018 | Oversight during Valspar integration |
| Perimeter Solutions, Inc. | Director | Nov 2021–present | Audit Committee Chair; Compensation Committee member; audit financial expert |
| TransDigm Group Incorporated (TDG) | Director | 2006–present | Audit Committee Chair; Compensation and Executive Committee member; audit financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Group Incorporated | Director; Audit Chair | 2006–present | Chairs Audit; member Compensation & Executive Committees; designated financial expert |
Board Governance
- Committee assignments: Audit Chair and Compensation Committee member at PRM; designated audit committee financial expert .
- Independence: Board determined Hennessy independent; PRM’s committees comprise independent directors .
- Attendance: In 2024, the Board held six meetings; each incumbent director attended ≥75% of Board and committee meetings for which they served .
- Shareholder support: Re-elected May 29, 2025 with 117,542,630 For, 1,540,499 Against, 36,142 Abstain; strong vote of confidence .
- Audit oversight signals: PRM changed auditors in 2024 (BDO dismissed; KPMG appointed); prior 2022 material weaknesses remediated by 2023—Audit Committee (chaired by Hennessy) reported inclusion of audited 2024 statements in the 10-K .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | PRM policy for non-employee independent directors |
| Audit Chair fee | $15,000 | PRM committee chair cash retainer |
| Total cash fees (2024) | $90,000 | Reported for Hennessy in 2024 director compensation table |
Performance Compensation
| Equity Component | Grant Mechanics | Vesting Metrics | Values/Counts |
|---|---|---|---|
| Annual performance-based stock options to directors | 35,000 options per year; same terms as employee options; 5-year vesting subject to performance | AOP performance (Adjusted Operating Performance per diluted share) CAGR thresholds: min 10% → 25% tranche vest; max 20% → 100% tranche vest; cumulative vesting and equity sweep provision (stock price > 2× exercise price on 60 days within 12 months starting year 3) | 2024 stock awards fair value for Hennessy: $98,000 (Hull-White model) |
| Unexercised options outstanding (12/31/2024) | Aggregate 148,750 | Director options outstanding for Hennessy |
Performance metrics table (program terms):
| Metric | Threshold | Target/Max | Vesting Outcome |
|---|---|---|---|
| AOP CAGR (5-year option tranches) | 10% CAGR minimum | 20% CAGR maximum | 25% of tranche at min; 100% at max |
| Cumulative vesting | Carry-forward of unvested portions into next year | Applies through years 6–7 if needed | Rewards multi-year performance |
| Equity sweep | Price > 2× exercise price (net of dividends) for 60 trading days within any 12-month window starting year 3 | Triggers accelerated vesting of unvested options | 50/50 vest in years 4–5 or 100% in year 5, subject to service |
Other Directorships & Interlocks
| PRM Director | External Affiliation | Potential Interlock/Influence |
|---|---|---|
| W. Nicholas Howley | Chairman, TransDigm | PRM Co-Chair; significant TransDigm ties on PRM board |
| Robert S. Henderson | Former TransDigm Vice Chairman/COO | PRM Director; cross-company experience |
| Bernt Iversen II | Former TransDigm EVP M&A | PRM Director; transaction expertise |
| Jorge L. Valladares III | Former TransDigm COO | PRM Director since 2024 |
| Sean Hennessy | TransDigm Audit Chair | Independent PRM Audit Chair; interlock with TransDigm |
- Founder Advisory Agreement: PRM pays EverArc Founder Entity fixed annual advisory amount (2,357,061 shares; ~$30.3M value in 2024) to an entity controlled by directors Howley, Thorndike, Khouri, Raj, Britt Cool; no variable amount paid in 2024 . Termination features include significant accelerated cash payments with 15% annual increases—material related-party exposure oversight falls to Audit Committee .
Expertise & Qualifications
- Financial expertise: CPA; former large-cap public company CFO; designated audit committee financial expert at PRM .
- Governance: Extensive board and audit leadership at TransDigm; experience in M&A integrations and audit complexities .
- Industry: Manufacturing, aerospace-adjacent via TransDigm; chemicals via Sherwin-Williams .
Equity Ownership
| Ownership Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 161,250 shares | <1% of outstanding; includes options exercisable within 60 days |
| Options exercisable within 60 days | 61,250 | Count per security ownership table |
| Aggregate unexercised options (12/31/2024) | 148,750 | Director option inventory |
| Hedging/Pledging | Prohibited; directors in compliance | Insider Trading and Anti-Hedging Policy |
Insider Trades
| Date | Form | Transaction | Shares | Price | Ownership Form |
|---|---|---|---|---|---|
| Nov 9, 2021 (filed Nov 10, 2021) | Form 4 | Purchase (P) | 100,000 | $10.00 | Direct |
Governance Assessment
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Strengths:
- Independent Audit Chair with CPA/CFO credentials; designated financial expert; strong audit oversight during auditor transition and remediation of prior material weaknesses .
- High shareholder support for re-election; robust say-on-pay approvals indicating overall governance acceptance (2024 ~91% support; 2025 votes For 103,229,252) .
- Director pay structure emphasizes at-risk, performance-based options tied to multi-year AOP, aligning incentives with shareholder value creation .
-
Risks/Red Flags:
- Extensive interlocks with TransDigm among PRM directors (including Audit Chair’s TDG role) may contribute to influence concentration; requires vigilance on independence in strategic decisions .
- Founder Advisory Agreement is a significant related-party arrangement benefiting an entity controlled by PRM directors, with sizable fixed share grants and termination acceleration; continued robust Audit Committee scrutiny is essential .
- Director option awards use complex AOP and equity sweep provisions; while aligned, complexity can obscure pay-for-performance optics if not clearly disclosed annually .
-
Investor implications:
- Hennessy’s audit leadership and financial expertise bolster confidence in financial reporting and risk oversight at PRM .
- Interlock network and founder advisory construct elevate governance monitoring needs, but independent committee composition and policy prohibitions on hedging/pledging mitigate some alignment concerns .
Appendix: Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director election – Sean Hennessy | 117,542,630 | 1,540,499 | 36,142 | 8,981,188 |
| Say-on-Pay (NEOs) | 103,229,252 | 15,783,645 | 106,374 | 8,981,188 |
| Ratification of KPMG LLP | 128,058,184 | 14,978 | 27,297 | — |