William N. Thorndike, Jr.
About William N. Thorndike, Jr.
Co‑Chairman of the Board at Perimeter Solutions, Inc. since November 2021; age 61. Founder and Managing Partner of The Cromwell Harbor Partnership; previously founded Housatonic Partners, and earlier worked at T. Rowe Price and Walker & Company (where he served on the Board). Currently Chairman of CNX Resources Corporation and director of several private companies (Banyan Software, QMC Telecom, Carillon Assisted Living). Education: A.B. in English and American Literature (Harvard University) and MBA (Stanford University). Author of “The Outsiders” and co‑host of the “50X” podcast .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cromwell Harbor Partnership | Founder, Managing Partner | Not disclosed | Private investment with long holding periods |
| Housatonic Partners | Founder | Not disclosed | Led middle‑market PE investing |
| T. Rowe Price Associates | Investment professional | Not disclosed | Asset management experience |
| Walker & Company | Board Director | Not disclosed | Publishing; governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNX Resources Corporation | Chairman of the Board | Current | Board leadership |
| Banyan Software | Director | Current | Private company governance |
| QMC Telecom | Director | Current | Private company governance |
| Carillon Assisted Living | Director | Current | Private company governance |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Co‑Chairman of the Board; member, Executive Committee (not Chair) |
| Committee assignments | Executive Committee only; not on Audit, Compensation, or Nominating & Corporate Governance |
| Independence status | Not independent under NYSE and SEC rules (with Howley and Khouri) |
| Attendance | Board held 6 meetings in 2024; each incumbent director attended ≥75% of Board and assigned committee meetings |
| Executive sessions frequency | Not disclosed |
| Board leadership | CEO role separated from Co‑Chairmen; Co‑Chairmen set agendas and provide strategic guidance |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Director cash retainer | $0 | Thorndike does not receive director compensation due to affiliation with EverArc Founder Entity |
| Committee chair fees | $0 | Not a committee chair |
| Fixed Annual Advisory Amount (Founder Advisory Agreement) | 2,357,061 PRM shares for 2024; ≈$30.3M (based on 2024 Average Price) | Paid to EverArc Founders, LLC. Ownership interests: Thorndike 33% (with Howley 33%, Khouri 25%, Raj 7%, Britt Cool 2%) |
Note: Director fees/options apply only to independent directors. Thorndike’s compensation exposure is via the Founder Advisory Agreement, not PRM’s standard director program .
Performance Compensation
| Metric/Mechanism | Terms | 2024 Outcome |
|---|---|---|
| Variable Annual Advisory Amount (Founder Advisory Agreement) | Payable only if PRM average share price ≥$10 for 10 consecutive trading days; amount equals 18% × increase in “Payment Price” × 157,137,410 shares; subsequent years pay 18% on incremental increases over prior Payment Price × same share count | No variable advisory fee paid for 2024 |
| Termination Payment (Founder Advisory Agreement) | If terminated due to sale/liquidation or delisting, cash payment equals remaining Fixed and Variable Annual Advisory Amounts for all remaining years; Payment Price escalates 15% annually for calculation; immediate due and payable | Not triggered in 2024 |
Equity‑based director options: Not applicable to Thorndike (only independent directors receive 35,000 annual options vesting over 5 years subject to performance) .
Other Directorships & Interlocks
- Current public company: CNX Resources Corporation (Chairman) .
- Private companies: Banyan Software, QMC Telecom, Carillon Assisted Living (director) .
- PRM interlock: Member and 33% owner of EverArc Founders, LLC, which receives PRM advisory fees; other PRM directors are co‑owners (Howley, Khouri, Raj, Britt Cool) .
Expertise & Qualifications
- Finance and investment expertise; extensive director experience across >50 companies .
- Board leadership experience (Chairman at CNX Resources; Co‑Chairman at PRM) .
- Strategic capital allocation focus; author of governance‑relevant business book (“The Outsiders”) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William N. Thorndike, Jr. | 3,530,082 | 2.4% | As of March 31, 2025; PRM had 148,775,583 shares outstanding |
- Pledging/hedging: Company prohibits hedging, short sales, and pledging by directors/officers; all directors and executive officers are in compliance .
Governance Assessment
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Strengths
- Clear separation of CEO and Co‑Chairman roles; Thorndike contributes strategic oversight via Executive Committee .
- Robust committee independence and qualifications on Audit/Comp/Nominating (though Thorndike is not a member) .
- Strong shareholder support for Say‑on‑Pay in 2024 (~91% approval), indicating general investor confidence in compensation governance .
-
Concerns/RED FLAGS
- Related‑party exposure: Founder Advisory Agreement pays substantial fixed share issuance (2,357,061 shares in 2024; ≈$30.3M) to entity controlled by PRM directors, including Thorndike (33% interest), with potentially large termination payments and price‑escalation features—risk of perceived conflicts and dilution .
- Independence: Thorndike is not independent under NYSE/SEC rules—limits committee eligibility and may raise oversight concerns in aggregate with other non‑independent leaders .
- Historical control weaknesses: 2022 material weaknesses (performance‑based stock accounting; business combinations/goodwill; cash flow presentation) remediated by 2023—improvement noted, but prior issues are a governance consideration .
-
Additional observations
- Attendance and engagement: ≥75% attendance threshold met by all directors in 2024; Board held six meetings (virtual annual meeting logistics noted) .
- Compensation Committee practices: Fully independent; retains FW Cook; no interlocks or consultant conflicts disclosed .
Bottom line: Thorndike brings deep investment and board leadership expertise and meaningful ownership, but his non‑independent status and the Founder Advisory Agreement’s structure and magnitude present ongoing conflict/dilution optics that investors should monitor closely, including any changes to advisory fee mechanics or termination triggers .